UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                              For the quarterly period ended March 31, 2005

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                              For the transition period from      to
                                                             -----   -----

                              Commission file number 000-49756

                          THE WORLD GOLD LEAGUE, INC.
                          ---------------------------
      (Exact name of the small business issuer as specified in its charter)

           Delaware                                  98-0201235
           --------                                  ----------
    (State of incorporation)               (IRS Employer Identification No.)


              2139State Road 434, Suite 101, Longwood, Florida32779
              -----------------------------------------------------
                    (Address of principal executive offices)

                                 (407) 331-6272
                                 --------------
                          (Issuer's telephone number)


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

                                      NONE

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 [ ]

At May 20, 2005, there were outstanding 700,848,718 shares of the Issuer's
common stock, $.001 par value per share.

Transitional Small Business Disclosure Format:  Yes [ ] No [X]

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.





                           THE WORLD GOLF LEAGUE, INC.





              UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

<PAGE>


                           THE WORLD GOLF LEAGUE, INC.
                                TABLE OF CONTENTS



                                                                        PAGE
                                                                        ----

Unaudited  Condensed  Consolidated  Financial  Statements:

  Unaudited  Condensed  Consolidated  Balance  Sheet  as  of
    March  31,  2005  and  December  31,  2004                            3

  Unaudited Condensed Consolidated Statement of  Operations
    for the three months  ended March 31, 2005 an  2004                   4

  Unaudited Condensed Consolidated Statement of Stockholders'
    Equity (Deficit) for the three months ended March 31, 2005            5

  Unaudited  Condensed  Consolidated  Statement  of  Cash  Flows
    for  the  three  months  ended  March  31,  2005  and  2004           6

Notes to Unaudited Condensed Consolidated Financial Statements            7


<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                      MARCH 31, 2005 AND DECEMBER 31, 2004


                                                            MARCH 31,     DECEMBER 31,
                                                              2005           2004
     ASSETS                                                (UNAUDITED)      (NOTE)
     ------                                               -------------  -------------
<S>                                                            <C>            <C>
Current assets:
  Cash and cash equivalents                               $     33,032   $     15,373
  Deferred membership fee expense                              250,000        200,000
                                                          -------------  -------------

    Total current assets                                       283,032        215,373

Property and equipment, net                                     15,395         16,457
Other assets                                                     2,133         13,776
                                                          -------------  -------------

      Total assets                                        $    300,560   $    245,606
                                                          =============  =============


LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
  Accounts payable                                        $     82,546   $     52,546
  Accrued liabilities                                           52,967        174,663
  Notes payable to prize winners                               277,600        279,674
  Deferred membership fee revenue                                    -        230,727
  Deposit liability                                            140,000              -
  Convertible debenture                                        201,000        213,000
                                                          -------------  -------------

    Total current liabilities                                  754,113        950,610
                                                          -------------  -------------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock; $0.001 par value; 10,000,000 shares
    authorized; 1,000,000 shares of Series A non-conver-
    tible, redeemable preferred stock issued and out-
    standing                                                     1,000          1,000
  Common stock; $0.001 par value; 1,200,000,000 shares
    authorized; 582,248,468 and 491,454,304 shares
    issued and outstanding, respectively                       582,248        491,454
  Additional paid-in capital                                13,504,304     12,446,556
  Unissued common stock                                         64,139         23,111
  Treasury stock, at cost, 2,576,817 shares                   (162,018)      (162,018)
  Accumulated deficit                                      (14,443,226)   (13,505,107)
                                                          -------------  -------------

    Total stockholders' deficit                               (453,553)      (705,004)
                                                          -------------  -------------

      Total liabilities and stockholders' deficit         $    300,560   $    245,606
                                                          =============  =============
</TABLE>


Note:  The  balance sheet at December 31, 2004 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements.




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

                                        3
<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
                  UNAUDITED CONDENSED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


                                                          THREE  MONTHS  ENDED
                                                              MARCH  31,
                                                         2005           2004
                                                     -------------  -------------
<S>                                                       <C>             <C>
Membership fee revenue                               $    307,714   $          -
                                                     -------------  -------------

  Total revenue                                           307,714              -

Operating, general and administrative expenses         (1,238,634)    (1,158,298)
                                                     -------------  -------------

  Net operating loss                                     (930,920)    (1,158,298)

Other income (expense):
  Interest expense                                         (7,199)        (3,709)
                                                     -------------  -------------

    Net income (loss)                                $   (938,119)  $ (1,162,007)
                                                     =============  =============


Weighted average shares outstanding                   537,519,005    392,538,689
                                                     =============  =============

Earnings (loss) per share (basic and fully diluted)  $      (0.00)  $      (0.00)
                                                     =============  =============
</TABLE>


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

                                        4
<PAGE>

<TABLE>
<CAPTION>

                                                  THE WORLD GOLF LEAGUE, INC.
                                   UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                          FOR THE THREE MONTHS ENDED MARCH 31, 2005


                                                                                                                        TOTAL
                                                                                                                        STOCK-
                            PREFERRED  STOCK        COMMON  STOCK       ADDITIONAL   UNISSUED                          HOLDERS'
                          -------------------     ------------------     PAID-IN      COMMON   TREASURY    ACCUMULATED  EQUITY
                           SHARES    AMOUNT      SHARES       AMOUNT     CAPITAL      STOCK     STOCK        DEFICIT   (DEFICIT)
                          ---------  -------  ------------  ---------  -----------  --------  ----------  ------------  --------
<S>                            <C>        <C>        <C>          <C>         <C>         <C>       <C>         <C>           <C>
Balance as of
  December 31,2004        1,000,000  $ 1,000  491,454,304   $491,454   $12,446,556  $23,111   $(162,018)  $(13,505,107)  $(705,004)

Common stock issued or
  committed for services          -        -   57,729,149     57,729       951,813   48,028           -              -   1,057,570

Issuance of unissued common
  stock                           -        -    7,000,000      7,000             -   (7,000)          -              -           -

Common stock issued for
  conversion of debentures
  and exercise of warrants        -        -   30,569,657     30,570       101,430        -           -              -     132,000

Cancellation of common
  stock                           -        -   (4,504,642)    (4,505)        4,505        -           -              -           -

Net loss                          -        -            -          -             -        -           -       (938,119)   (938,119)
                          ---------  -------  ------------  ---------  -----------  --------  ----------  -------------  ----------

Balance as of March 31,
  2005                    1,000,000  $ 1,000  582,248,468   $582,248   $13,504,304  $64,139   $(162,018)  $(14,443,226)  $(453,553)
                          =========  =======  ============  =========  ===========  ========  ==========  =============  ==========
</TABLE>


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

                                        5
<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


                                                           THREE  MONTHS  ENDED
                                                                MARCH  31,
                                                         ------------------------
                                                            2005         2004
                                                         ----------  ------------
<S>                                                         <C>            <C>
Cash flows from operating activities:
  Net loss                                               $(938,119)  $(1,162,007)
  Adjustment to reconcile net income (loss) to net
    cash used in operating activities                      697,852       836,821
                                                         ----------  ------------

      Net cash used in operating activities               (240,267)     (325,186)
                                                         ----------  ------------

Cash flows from investing activities:
  Purchase of fixed assets                                       -        (1,030)
                                                         ----------  ------------

      Net cash used in investing activities                      -        (1,030)
                                                         ----------  ------------

Cash flows from financing activities:
  Proceeds from exercise of stock warrants and deposit
    liability                                              260,000             -
  Increase in payable to stockholder                             -         5,061
  Capital contributed by stockholders                            -       120,000
  Proceeds from exercise of stock options                        -       224,059
  Payments on notes payable to prize winners                (2,074)            -
                                                         ----------  ------------

      Net cash provided by financing activities            257,926       349,120
                                                         ----------  ------------

Net increase in cash and cash equivalents                   17,659        22,904

Cash and cash equivalents, beginning of period              15,373        69,957
                                                         ----------  ------------

Cash and cash equivalents, end of period                 $  33,032   $    92,861
                                                         ==========  ============


Supplemental disclosure of cash flow information:
  Cash paid for interest                                 $   3,846   $         -
                                                         ==========  ============

  Cash paid for taxes                                    $       -   $         -
                                                         ==========  ============

Non-cash investing and financing activities:
  Common stock issued as payment of accrued liabilities  $       -   $    80,000
                                                         ==========  ============

  Exercise of stock options in lieu of reduction in
    payable to stockholder                               $       -   $    38,061
                                                         ==========  ============

  Conversion of convertible debentures to common stock   $  12,000   $         -
                                                         ==========  ============
</TABLE>


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

                                        6
<PAGE>

                          THE WORLD GOLF LEAGUE, INC.
           SELECTED NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


1.   BACKGROUND  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     ---------------------------------------------------------------

     BACKGROUND
     ----------

     The  World Golf League, Inc. (the "Company") is based in Longwood, Florida.
     The  Company  has  developed  a  "Play  for  Pay"  concept, whereby amateur
     golfers  compete  in  various  golf  tournaments for an opportunity  to win
     actual  prize money. The Company markets this concept through  wholesale
     providers  in  the  United  States.


     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 reported amounts
     and  related disclosures. Actual results could differ from those estimates.

     REVENUE  RECOGNITION
     --------------------

     Prior  to  December  31,  2002, the Company entered into license agreements
     with third parties whereby the licensee had the right to develop and manage
     the  Company's  marketing  concept  in an exclusive territory in the United
     States  or  internationally.  The  license agreements generally required an
     initial  down  payment  and  two  equal annual installment payments for the
     initial  license  fee  and monthly royalty payments of 15% of gross revenue
     generated  by  the  licensee.

     The  licensee  must  have  met  certain  market  penetration figures in its
     territory  annually  as  defined  in the agreement. If the licensee did not
     meet  the  performance  requirements the licensee could forfeit half of the
     original  license  fee  or  be  required to invest an additional 15% of the
     original license fee to renew the license for one year. If the licensee met
     the  performance  criteria  the license automatically renewed each year for
     life.

     The  Company  recognized  the  initial  license  fee  as  revenue using the
     installment  method  of  accounting  because  the  initial  license fee was
     usually  collectible  over  a  two-year  period and there was no reasonable
     basis  for  estimating the receivable's collectibility. The initial license
     fee  was  not recognized as revenue until all initial services, as required
     by  the  license  agreement,  had  been  performed  by  the  Company.

     During  2003  and  2004, these licenses were repurchased by the Company and
     the  Company began to market the memberships directly and through wholesale
     providers.

     During  2004  membership  fee  revenue  was  recognized  ratably  over  the
     membership period which was typically from the date the individual became a
     member  through  the  completion  of the national golf tournament which was
     held near the end of each membership period. Effective in February 2005 the
     Company  changed  its  business  strategy  and  began to provide membership
     applications  to  a  marketing  firm  who  distributes  the  membership
     applications  to  corporate entities who distributes them to its customers.
     For  each  completed  membership  application received the Company receives
     $50.  Since  all costs, including prize money, of hosting a golf tournament
     is  borne  by  the  corporate entity and not by the Company, revenue is now
     recognized  once  the  application  fee  is  received.

                                    Continued
                                        7
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
     SELECTED  NOTES  TO  UNAUDITED  CONDENSED  FINANCIAL  STATEMENTS


1.   BACKGROUND  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES, CONTINUED
     -------------------------------------------------------------------------

     INCOME  TAXES
     -------------

     The Company uses the liability method of accounting for income taxes. Under
     this  method,  deferred  income  taxes  are  recorded  to  reflect  the tax
     consequences on future years of temporary differences between the tax basis
     of  assets  and  liabilities  and  their financial amounts at year-end. The
     Company  provides  a  valuation  allowance to reduce deferred tax assets to
     their  net  realizable  value.

     LOSS  PER  SHARE
     ----------------

     Basic  and  diluted loss per share is computed on the basis of the weighted
     average  number  of  shares of common stock outstanding during each period.
     Common  equivalent  shares  from  common  stock  options  and  warrants are
     excluded  from  the  computation  as their effect would dilute the loss per
     share  for  all  periods  presented.

     STOCK  BASED  COMPENSATION
     --------------------------

     The  Company  accounts  for  its  stock compensation arrangements under the
     provisions  of  Accounting  Principles Board ("APB") No. 25 "Accounting for
     Stock  Issued  to Employees". The Company provides disclosure in accordance
     with  the  disclosure-only  provisions of Statement of Financial Accounting
     Standard  ("SFAS")  No.  123  "Accounting  for  Stock-Based  Compensation".


2.   GOING  CONCERN  CONSIDERATIONS
     ------------------------------

     As  of  and  during  the three months ended March 31, 2005, the Company has
     continued to accumulate payables to its vendors and to the golfers who have
     won  prize money and has experienced negative financial results as follows:

       Negative  cash  flows  from  operations          $   (240,267)

       Net  loss                                        $   (938,119)

       Negative  working  capital                       $   (471,081)

       Accumulated  deficit                             $(14,443,226)

       Stockholders'  deficit                           $   (453,553)


     Management  has  developed  specific current and long-term plans to address
     its  viability  as  a  going  concern  as  follows:

     Effective  April  14,  2003,  the  Company  entered into a recapitalization
     transaction  with  Novus Laboratories, Inc., which was listed on the NASDAQ
     Bulletin  Board,  to  gain  access  to  public capital markets, to increase
     attractiveness  of  its  equity  and  to create liquidity for stockholders.

     The  Company  is  also attempting to raise funds through debt and/or equity
     offerings.  If successful, these additional funds would be used to pay down
     liabilities  and  to  provide  working  capital.

                                    Continued
                                        8
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
     SELECTED  NOTES  TO  UNAUDITED  CONDENSED  FINANCIAL  STATEMENTS


2.   GOING  CONCERN  CONSIDERATIONS,  CONTINUED
     ------------------------------------------

     In  the  long-term,  the  Company  believes  that cash flows from continued
     growth  in  its  operations  will  provide  the  resources  for  continued
     operations.

     There  can  be  no  assurance  that  the  Company  will have the ability to
     implement  its  business  plan  and  ultimately  attain  profitability. The
     Company's  long-term  viability  as a going concern is dependent upon three
     key  factors,  as  follows:

     -    The  Company's  ability  to  obtain adequate sources of debt or equity
          funding  to  meet current commitments and fund the continuation of its
          business  operations  in  the  near  term.

     -    The  ability  of  the  Company  to  control costs and expand revenues.

     -    The  ability  of  the  Company  to  ultimately  achieve  adequate
          profitability  and  cash  flows  from  operations  to  sustain  its
          operations.


3.   CONSULTING  AGREEMENTS
     ----------------------

     During  the  three  months  ended  March 31, 2005, the Company entered into
     consulting  agreements  and issued 57,729,149 shares and committed to issue
     48,027,770 shares of common stock to various consultants of the Company for
     services  performed  or  to be performed. Based on the fair market value of
     the  common stock on the date the terms of the agreements were agreed upon,
     the  issuance  of these shares resulted in the Company recording consulting
     expense  of $807,569 and deferred membership fee expenses of $250,000 which
     is  included  in  the  accompanying  financial statements as of and for the
     three  months  ended  March  31,  2005.

                                        9
<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     All statements in this discussion and elsewhere in this report that are not
historical  are  forward-looking statements within the meaning of Section 21E of
the  Securities  Exchange  Act  of  1934,  as  amended.  Statements preceded by,
followed  by  or  that  otherwise  include  the  words  "believes",  "expects",
"anticipates", "intends", "projects", "estimates", "plans", "may increase", "may
fluctuate"  and  similar  expressions  or  future  or  conditional verbs such as
"should", "would", "may" and "could" are generally forward-looking in nature and
not  historical  facts.  These  forward-looking statements were based on various
factors  and  were  derived  utilizing  numerous important assumptions and other
important  factors  that  could  cause  actual results to differ materially from
those  in the forward-looking statements. Forward-looking statements include the
information  concerning  our  future  financial  performance, business strategy,
projected plans and objectives. These factors include, among others, the factors
set  forth  under  the  heading  "Risk  Factors."  Although  we believe that the
expectations  reflected  in  the  forward-looking  statements are reasonable, we
cannot  guarantee  future  results,  levels  of  activity,  performance  or
achievements.  Most of these factors are difficult to predict accurately and are
generally  beyond our control. We are under no obligation to publicly update any
of  the  forward-looking statements to reflect events or circumstances after the
date  hereof  or  to reflect the occurrence of unanticipated events. Readers are
cautioned  not  to  place  undue  reliance  on these forward-looking statements.

OVERVIEW

     We  were incorporated on September 29, 1998 in Delaware under the name Asia
Pacific  Trading, Inc. On May 11, 2000, we merged with Novus Laboratories, Inc.,
a  Nevada  corporation.  We changed our name to Novus Laboratories, Inc. on June
20,  2000.

     In  February  2003,  we completed a 2.7:1 forward stock split of our issued
and  outstanding  common stock. In March 2003, we completed a 10:1 forward stock
split  of  our  issued  and  outstanding common stock. The effects of both stock
splits have been retroactively reflected in this report unless otherwise stated.

     On  April  14,  2003,  we  acquired  in  excess  of  80%  of the issued and
outstanding shares of The World Golf League, Inc., a Florida corporation ("World
Golf  Florida") pursuant to an exchange agreement (the "Exchange Agreement"). In
connection with this exchange, we issued a total of 120,000,000 shares of common
stock  in  exchange for 100% of the securities of World Golf Florida. World Golf
Florida  became  our  wholly-owned subsidiary. As a result of the acquisition of
World Golf Florida, and the change in business focus, we changed our name to The
World  Golf  League,  Inc.  Except  as expressly indicated or unless the context
otherwise  requires,  the  "Company,"  "World Golf," "WGL," "we," "our," or "us"
means The World Golf League, Inc., a Delaware corporation, and its subsidiaries.

     Novus  shareholders agreed to assist us in raising a minimum of $500,000 or
they would cancel 30,000,000 post-split shares of their common stock. We and the
Novus shareholders amended the terms of the Exchange Agreement to provide that a
portion  of  the  proceeds  received  from  the  sale of the shares by the Novus
shareholders  would  be delivered to us in lieu of canceling the shares. Through
December  31,  2003,  this  arrangement resulted in us receiving an aggregate of
$376,203,  of  which  a  significant  portion  was  paid to the Florida Attorney
General  pursuant  to  the  terms  of  a Stipulated Injunction, discussed below.

                                       10
<PAGE>

     In addition, the Exchange Agreement stated that in the event $1,000,000 was
not  raised by us with the assistance of the Novus shareholders, shareholders of
World Golf Florida would receive an additional 30,000,000 post-split shares on a
pro  rata  basis as their original shares were issuable pursuant to the Exchange
Agreement.  As  $1,000,000  was  not raised, we contacted the World Golf Florida
shareholders  via  mail  requesting  that  they execute documentation so that we
could  determine  whether  a  valid exemption from registration could be met. We
received  only  a  minimal response from the World Golf Florida shareholders and
were  unable  to determine whether a valid exemption would be satisfied. We have
elected  not to, but may be required to, issue the shares that we had previously
agreed  to  issue.  Michael  S.  Pagnano,  the our Chief Executive Officer and a
former  shareholder  of World Golf Florida, previously had agreed not to receive
any  additional  shares in connection with the previously announced issuance and
this  would  have  significantly  reduced  the  number  of  shares to be issued.

     We  entered  into a Stipulated Injunction with the State of Florida, Office
of  the  Attorney  General  in  July  2003, regarding a settlement of our unpaid
obligation  to  the  winners  of the 2001 World Golf League National Tournament.
Pursuant  to  the  Stipulated  Injunction,  we  agreed that after the payment of
certain specific expenses, the Florida Attorney General would receive 60% of the
proceeds  we  receive  from  the  sale  of  our common stock by the former Novus
stockholders.  During  the fiscal year ended December 31, 2003, we paid $314,000
and executed notes payable to the winners of the 2001 World Golf League National
Tournament  for  an  aggregate  of $300,000 bearing interest at 5% per annum. In
addition,  we  paid  the Florida Attorney General $20,000 in connection with the
settlement.  The  notes  became due in September 2004, and the remaining balance
owed  as  of  March  31,  2005  of  $277,600 is in default. We plan to repay the
notes  as our cash flow permits. We have been sued by one of the note holders as
set  forth  under  "Part-II,  Other  Information,  Item  1.  Legal Proceedings."

     We  are  based  in Longwood, Florida, and market our "Play for Pay" concept
through wholesale distribution channels in the U.S. Our concept, average golfers
playing  for  substantial  prize money with full handicap, has received national
publicity  including  the  Golf  Channel,  Sports  Illustrated and several major
market  news  publications.  Participants in World Golf events have included NFL
Hall  of  Famers  Lawrence  Taylor  and  Rickey  Jackson, NHL Hall of Famer Phil
Esposito,  and  pro  golfer  Fulton  Allem.

     During  2004,  we  changed our business focus from distribution directly to
retail  customers  to  wholesale  distribution  of  WGL memberships to corporate
clients.  We  entered  into  a  contract  with Upwon, LLC ("Upwon") to give away
brochures  containing  WGL  memberships  in connection with purchases of certain
consumer  electronic  brands  at  major  national  retail  outlets,  and to also
distribute  such  brochures  within  the  leisure  cruise  industry  and  the
professional  sports  industry. In addition, we are planning to produce "The WGL
Million Dollar Shootout," a reality-based television show where 20 to 32 players
will  participate  in  a  WGL-handicapped,  winner  takes  all  event.

     We will no longer hold a World Championship Tournament like the one we held
in  Scottsdale,  Arizona  in  May  2004.  We  held  a National Final in Orlando,
Florida,  in  February  2005,  and  paid $66,000 in prize money. Members that we
acquired  through  retail  channels participated in this National Final. We will
continue  to  hold  national  golf  tournaments  similar  to the National Final;
however,  they  will  be  held for members that we acquire through the wholesale
distribution  channel.  We  plan  to begin holding the tournaments in the fourth
quarter  of  2005.

     We  completed the concept and planning phase for a reality based television
series  entitled  "The  WGL  Million Dollar Shootout." We plan for 20 players to
compete  for  $1,000,000  in a WGL handicapped, winner takes all, event. We have
invited  participants  for the 2005 series based on online registrations that we
received  from  our  website.  We have finalized the script for the 2005 series,
approved  the  production  budget and narrowed the contestants to 40 individuals
competing  for  20  player  slots.  Our plan for a 2006 series is to charge each
participant  $25 to play in a qualifying event with an opportunity to advance to
The  WGL  Million  Dollar  Shootout.

                                       11
<PAGE>

     On  March  7, 2005, we entered into an initial six (6) month agreement with
North  Star  Vision, Inc. ("North Star") pursuant to which North Star will serve
as  the Executive Producer of The WGL Million Dollar Shootout from March 2005 to
August  2005. We expect this period to bring us through the major portion of the
first season of the television program. The agreement provides for North Star to
receive  $10,000 per month (or an aggregate of $60,000), 5% of which may be paid
in  equity  ownership  of  the  Company.  Pursuant  to  the  agreement,  we  are
responsible  for  pre-approved  expenses incurred for third party costs, travel,
and  entertainment.  North  Star is responsible for being aware of all facets or
organization  and  needs  required  to complete The WGL Million Dollar Shootout,
establishing  a  reasonable  budget  for  pre-show,  show,  and  post-show costs
incurred  and working to maintain the budget, developing a timeline necessary to
produce  a  show  of acceptable quality, suggesting content, show needs, talent,
sales  objectives  and team members to handle such areas, working with hotel and
golf course venues for production, acting as agent of record for us with respect
to  The  WGL  Million Dollar Shootout, and working in other areas as they become
available.  We  and  North  Star  may  enter into an agreement for an additional
six-month  period  to  begin  on  September  1,  2005.  We  entered  into  a
confidentiality  agreement with Roy Hamlin, the President and CEO of North Star,
to  protect  our  proprietary  information.

     North  Star  is  working  with  other  individuals  and companies regarding
syndication,  video  production,  content,  sales,  public  relations,  location
organization,  budgeting,  talent  and  other  areas required to produce The WGL
Million  Dollar  Shootout. We do not currently have a contract with a network to
broadcast The WGL Million Dollar Shootout; however, North Star is negotiating on
our  behalf with three major networks and has entered into what we believe to be
final  negotiations to obtain a contract with allocated time slots. There can be
no  assurance  that  we  will  secure a definitive agreement with any network to
broadcast  the  television  show.  We  intend to produce the first series over a
two-week  period in Las Vegas, Nevada during the third quarter of 2005; however,
we  estimate  that  we need to raise $2,100,000 from debt or equity financing or
from  sponsors  to  produce  the  television  series,  to  pay  for  celebrity
participation and to pay the prize money. There can be no assurance that we will
be  able  to  raise  the  additional  capital.  We  plan  for the episodes to be
broadcast  during  the  first  quarter  of  2006; however, this is subject to us
obtaining  a  network contract, of which there can be no assurance. We intend to
retain all rights for the series; however, some financial backers have expressed
an  interest  in exchange for an ownership interest. We have spent approximately
$45,000  for  the  television  series.

     We  had  a  one-year  contract  which ended in April 2005 with Fred Funk to
provide endorsement services for us in television and print advertising. We plan
to enter into a new contract with Mr. Funk during the second quarter of 2005 for
him  to  serve as a spokesperson for, as well as a celebrity participant in, The
WGL  Million  Dollar  Shootout.

     During  2004, we began to repurchase license agreements that we had entered
into  to market our "Play for Pay" concept. We no longer distribute our products
and services in this manner. As of March 31, 2005, we had repurchased all of the
licenses.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  is  based upon our financial statements, which have been prepared in
accordance  with  accounting principals 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 any contingent assets and liabilities. On an
on-going  basis,  we  evaluate  our  estimates. We base our estimates on various
assumptions  that  we  believe  to  be  reasonable  under the circumstances, the
results  of  which  form the basis for making judgments about 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.

     We  believe  the  following  critical  accounting policies affects our more
significant  judgments  and  estimates  used in the preparation of our financial
statements:

                                       12
<PAGE>

     Going  Concern
     --------------

     As  of  and during the three months ended March 31, 2005, we have continued
to  accumulate  payables  to  our  vendors and to the golfers who have won prize
money  and  have experienced negative financial results which raises substantial
doubt  about  our  ability  to  continue  as  a going concern. We have developed
specific current and long-term plans to address our viability as a going concern
such  as  the  recapitalization  transaction  effective  April 14, 2003, and our
attempts  to  raise  funds  through debt and/or equity offerings. If successful,
these  additional  funds  would  be  used to pay down liabilities and to provide
working  capital.  In  the  long-term, we believe that cash flows from continued
growth  in  our  operations will provide the resources for continued operations.
There  can  be  no  assurance  that  we  will  have the ability to implement our
business  plan and ultimately attain profitability. Our long-term viability as a
going  concern  is  dependent  upon  three  key  factors,  as  follows:

     -    Our  ability  to  obtain adequate sources of debt or equity funding to
          meet  current  commitments  and  fund the continuation of our business
          operations  in  the  near  term.

     -    Our  ability  to  control  costs  and  expand  revenues.

     -    Our  ability  to  ultimately  achieve  adequate profitability and cash
          flows  from  operations  to  sustain  our  operations.

     Revenue  Recognition
     --------------------

     Prior  to  December 31, 2002, we entered into license agreements with third
parties  whereby  the licensee had the right to develop and manage our marketing
concept  in  an exclusive territory in the United States or internationally. The
license  agreements  generally  required  an  initial down payment and two equal
annual  installment  payments  for  the  initial license fee and monthly royalty
payments  of  15% of gross revenue generated by the licensee. We repurchased all
of  the  licenses  and  began  to  market  the  memberships directly and through
wholesale  providers.  During 2004, we recognized membership fee revenue ratably
over  the  membership  period  which  was typically from the date the individual
became a member through the completion of the national golf tournament which was
held  near  the  end  of  each  membership period. Effective in February 2005 we
changed  our business strategy and began to provide membership applications to a
marketing firm who distributes the membership applications to corporate entities
who distributes them to its customers. For each completed membership application
received  we  receive  $50. Since all costs, including prize money, of hosting a
golf  tournament  is borne by the corporate entity and not by us, revenue is now
recognized  once  the  application  fee  is  received.

     Stock  Based  Compensation
     --------------------------

     We  account for our stock compensation arrangements under the provisions of
Accounting  Principles  Board  ("APB")  No.  25  "Accounting for Stock Issued to
Employees".  We  provide  disclosure  in  accordance  with  the  disclosure-only
provisions  of  Statement  of  Financial  Accounting  Standard  ("SFAS") No. 123
"Accounting  for  Stock-Based  Compensation".

RESULTS  OF  OPERATIONS

Three  Months ended March 31, 2005 Compared to Three Months Ended March 31, 2004
--------------------------------------------------------------------------------

     We  recognized  membership  fee  revenue  of  $307,714 and $0 for the three
months  ended  March  31,  2005  and March 31, 2004, respectively.  Effective in
February  2005  we changed our business strategy and began to provide membership
applications  to a marketing firm who distributes the membership applications to
corporate  entities  who  distributes  them  to  its  customers. The increase in
membership  fee  revenue  was due to the success of the wholesale sales channel,
where  WGL  memberships  were  distributed  by  Upwon  to  be  used as marketing
promotional  tools  for  its  retail  clients.

                                       13
<PAGE>

     Operating, general and administrative expenses increased $80,336 (or 7%) to
$1,238,634  for  the  three  months ended March 31, 2005, compared to operating,
general  and  administrative  expenses  of $1,158,298 for the three months ended
March  31,  2004. The increase in general and administrative expenses was due to
the  expense  directly related to costs incurred for the Million Dollar Shootout
reality  television  series.

     Net  operating  loss  decreased $227,378 (or 20%) to $930,920 for the three
months  ended  March  31, 2005, compared to net operating loss of $1,158,298 for
the  three  months  ended March 31, 2004. The decrease in net operating loss was
directly  attributable  to  the  increase  in  membership  fee  revenue.

     Interest  expense  increased $3,490 (or 94%) to $7,199 for the three months
ended  March  31,  2005,  compared  to  interest expense of $3,709 for the three
months  ended  March  31,  2004. The increase in interest expense was due to our
issuance of $250,000 of convertible notes that bear interest at a rate of 7% per
annum.

     Net loss decreased $223,888 (or 19%) to $938,119 for the three months ended
March  31,  2005,  compared to net loss of $1,162,007 for the three months ended
March  31,  2004.  The  decrease  in  net  loss was directly attributable to the
increase  in  membership  fee  revenue.

     We  had  an  accumulated  deficit  of  $14,443,226  as  of  March 31, 2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As of March 31, 2005, total current assets were $283,032 consisting of cash
and cash equivalents of $33,032 and deferred membership fee expense of $250,000.
We  determined that the value of the services that we will receive from Upwon is
$300,000  based  on  the  closing  price of our common stock on the date that we
entered  into  the  agreement with Upwon. We are amortizing this amount over the
one-year  term  of  our  agreement  with  Upwon. Deferred membership fee expense
represents  the  unamortized  portion  of  the  value  of  these  services.

     Total current liabilities were $754,113 as of March 31, 2005, consisting of
notes  payable  to prize winners of $277,600, convertible debenture of $201,000,
deposit  liability  of  $140,000,  accrued  liabilities  of $52,967 and accounts
payable  of  $82,546.  The  notes  payable  to prize winners is in default and a
person filed a lawsuit against us in February 2005 alleging that they are one of
the  prize  winners  holding  such  a  note  in  the  amount  of  $22,500.

     We  had  negative  net  working  capital  of $471,081 as of March 31, 2005.

     Net  cash used in operating activities was $240,267 during the three months
ended  March  31,  2005,  as  compared to $325,186 during the three months ended
March 31, 2004. The decrease in net cash used in operating activities was due to
net  loss  of  $938,119  that  was  offset  by  an  adjustment  of  $697,852.

     Net  cash used in investing activities was $0 during the three months ended
March  31,  2005,  as  compared  to $1,030 attributable to the purchase of fixed
assets  during  the  three  months  ended  March  31,  2004.

     Net  cash  provided  by  financing activities was $257,926 during the three
months  ended  March  31,  2005, as compared to $349,120 during the three months
ended March 31, 2004. Net cash provided by financing activities during the three
months  ended  March  31,  2005 consisted of proceeds from the exercise of stock
warrants and deposit liability of $260,000 which was offset by payments on notes
payable  to  prize  winners  of  $2,074.  The  decrease  in net cash provided by
financing  activities  was primarily attributable to a decrease in proceeds from
exercise  of  stock  options to $0 during the three months ended March 31, 2005,
from  $224,059  for  the  three  months  ended March 31, 2004, and a decrease in
capital  contributed  by  stockholders to $0 during the three months ended March
31,  2005,  from  $120,000  for  the  three  months  ended  March  31,  2004.

                                       14
<PAGE>

     We had an increase in cash and cash equivalents of $17,659 during the three
months  ended  March  31,  2005.

     Our  ability  to  continue  as  a  going  concern is dependent upon several
factors.  These  factors  include,  but  are  not  limited  to,  our ability to:

     -    obtain  adequate  sources  of  debt  or equity funding to meet current
          commitments  and  fund  the continuation of our business operations in
          the  near  term;
     -    ability  to  control  costs  and  expand  revenues;
     -    ultimately  achieve  adequate  profitability  and  cash  flows  from
          operations  to  sustain  our  operations.

     To  obtain funding for our ongoing operations, we entered into a Securities
Purchase  Agreement  with Golden Gate Investors, Inc. ("Golden Gate Investors"),
an  accredited  investor,  on  June  4,  2004  for  the  sale of (i) $250,000 in
convertible  debentures  and (ii) warrants to buy 2,500,000 shares of our common
stock.  Pursuant  to a registration statement on Form SB-2 (333-117682) declared
effective  with  the  Securities  and  Exchange  Commission  (the  "SEC"  or the
"Commission") on August 5, 2004, we registered 62,000,000 shares of common stock
underlying  the  convertible  debentures  and  2,500,000  shares of common stock
underlying  the  warrants.  Pursuant  to  a  registration statement on Form SB-2
(333-122513),  as amended, declared effective with the SEC on February 14, 2005,
we  registered  an  additional 550,000,000 shares of common stock underlying the
convertible  debentures.

     The  debentures  bear  interest  at  7%,  mature two years from the date of
issuance,  and  are  convertible  into  our  common  stock,  at  the  selling
stockholder's option. The convertible debentures are convertible into the number
of  our  shares  of common stock equal to the principal amount of the debentures
being  converted  multiplied  by  11,  less  the product of the conversion price
multiplied by ten times the dollar amount of the debenture. The conversion price
for  the convertible debenture is the lesser of (i) $0.25 or (ii) eighty percent
of  the  average  of  the  five lowest volume weighted average prices during the
twenty  (20) trading days prior to the conversion. Accordingly, there is in fact
no  limit  on the number of shares into which the debenture may be converted. In
addition,  the  selling  stockholder  is  obligated  to  exercise  the  warrant
concurrently  with  the  submission  of  a  conversion  notice  by  the  selling
stockholder. The warrant is exercisable into 2,500,000 shares of common stock at
an  exercise  price  of  $1.00  per  share.

     Golden  Gate Investors has contractually committed to convert not less than
5% of the original face value of the debenture monthly beginning the month after
the effective date of the first registration statement. Golden Gate Investors is
required  to  exercise  warrants  concurrently with the exercise of a conversion
notice  under  the  debenture  and  is  committed to exercise at least 5% of the
warrants  per  month after the effective date of the registration statements. In
the  event  that  Golden  Gate Investors breaches the minimum restriction on the
debenture  and  warrant,  Golden  Gate Investors will not be entitled to collect
interest  on  the  debenture  for that month. If Golden Gate Investors submits a
conversion  notice  and the volume weighted average price is less then $.012 per
share,  then  we will be entitled to prepay the portion of the debenture that is
being  converted at 150% of such amount. If we elect to prepay, then Golden Gate
Investors  may  withdraw  its  conversion  notice.

     Golden  Gate  Investors  has  further  contractually agreed to restrict its
ability  to  convert the debenture or exercise their warrants and receive shares
of our common stock such that the number of shares held by Golden Gate Investors
and its affiliates after such conversion or exercise does not exceed 4.9% of the
then  issued and outstanding shares of our common stock. During the three months
ended  March  31,  2005,  we  issued  30,569,657 shares of our common stock upon
conversion  of  $12,000  of  the  convertible  debentures  and  the simultaneous
exercise  of  warrants  to  purchase  shares  of  common  stock  for  $120,000.

                                       15
<PAGE>

     We  believe  that  we can operate at our current level of liquidity for the
next  six  months  based  on  our  current  financial situation. Assuming future
conversions  of  the  convertible  debentures  and  the simultaneous exercise of
warrants  pursuant  to  the  Securities  Purchase Agreement with Golden Gate, we
believe  that we can operate for the next twenty-four months. In addition to the
money  raised  pursuant  to  the Securities Purchase Agreement, it is imperative
that  we  raise  an  additional  $2,100,000  of  capital in order to produce the
reality-based  television  show  and  fully  implement our business plan. We are
attempting  to  raise  additional funds through debt and/or equity offerings. We
intend  to  use any funds raised to pay down debt and to provide us with working
capital. There can be no assurance that any new capital would be available to us
or  that adequate funds for our operations, whether from our revenues, financial
markets,  or  other  arrangements  will  be  available  when  needed or on terms
satisfactory  to  us.  Any  additional  financing  may  involve  dilution to our
then-existing  shareholders.  At  this  time,  no  additional financing has been
secured  or  identified.  We  have  no  commitments  from officers, directors or
affiliates  to  provide  funding.  If we are unable to obtain debt and/or equity
financing  upon  terms  that we deem sufficiently favorable, or at all, it would
have  a  materially  adverse  impact  upon  our  ability  to pursue our business
strategy  and maintain our current operations. As a result, it may require us to
delay, curtail or scale back some or all of our operations including future golf
tournaments.  We  do  not  currently  have commitments for capital at this time.

OFF-BALANCE  SHEET  ARRANGEMENTS

     We  do  not  have  any  off  balance  sheet  arrangements  that have or are
reasonably  likely  to  have  a  current  or  future  effect  on  our  financial
condition,  changes  in  financial  condition,  revenues  or  expenses,  results
of  operations,  liquidity,  capital  expenditures,  or  capital  resources that
are  material  to  investors.

RISK FACTORS

Risks  Relating  To  Our  Business
----------------------------------

WE  HAVE A HISTORY OF LOSSES WHICH MAY CONTINUE, REQUIRING US TO SEEK ADDITIONAL
SOURCES  OF CAPITAL WHICH MAY NOT BE AVAILABLE, REQUIRING US TO CURTAIL OR CEASE
OPERATIONS.

     As  of  March  31,  2005,  we  had  continued  to  incur  losses and had an
accumulated  deficit  of  $14,443,226.  If  revenues  grow  more  slowly than we
anticipate,  or  if  operating  expenses  exceed  our  expectations or cannot be
adjusted  accordingly, we will continue to incur losses. Our possible success is
dependent  upon  the  successful  development  and marketing of our services and
products,  as  to  which there is no assurance. Any future success that we might
enjoy  will  depend  upon  many factors, including factors out of our control or
which  cannot be predicted at this time. These factors may include changes in or
increased  levels  of competition, including the entry of additional competitors
and  increased  success  by  existing  competitors,  changes in general economic
conditions, increases in operating costs, including costs of supplies, personnel
and  equipment,  reduced  margins  caused  by  competitive  pressures  and other
factors.  These  conditions  may have a materially adverse effect upon us or may
force  us  to  reduce or curtail operations. As discussed below, we also require
additional capital in order to implement our business plan without regard to our
financing  arrangement  with  Golden Gate Investors. In the event that we cannot
obtain  additional  financing  or  our  financing  arrangement  with Golden Gate
Investors is terminated, or does not result in adequate capital, there can be no
assurance  that financing will be available in amounts or on terms acceptable to
us,  if  at  all.  The  inability  to obtain sufficient funds from operations or
external  sources  would  require  us  to  curtail  or  cease  operations.

IF  WE  ARE  UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED  AND  IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS
MAY  SUFFER  SUBSTANTIAL  DILUTION.

     It  is  imperative that we raise additional capital to stay in business. We
require  additional capital of approximately $277,600 to satisfy the obligations
of our past tournament winners which obligation became due in September 2004. We
also require $2,100,000 of additional capital in order to implement our business
plan.  We  believe that we can operate at our current level of liquidity for the
next  six  months  based  on  our  current financial situation.  Assuming future
conversions  of  the  convertible  debentures  and  the simultaneous exercise of
warrants  pursuant  to  the  Securities  Purchase Agreement with Golden Gate, we
believe that we can operate for the next twenty-four months. We are taking steps
to  raise  additional debt or equity capital. There can be no assurance that any
new  capital  will be available to us or that adequate funds for our operations,
whether  from  our  revenues,  financial  markets, or other arrangements will be
available  when  needed or on terms satisfactory to us. Any additional financing
may  involve  dilution to our then-existing shareholders. At this time, no other
additional financing has been secured or identified. We have no commitments from
officers, directors or affiliates to provide funding. If we are unable to obtain
debt  and/or  equity financing upon terms that our management deems sufficiently
favorable, or at all, it would have a materially adverse impact upon our ability
to  pursue  our  business  strategy  and  maintain  our  current  operations.

                                       16
<PAGE>

WE  MAY  NOT  BE  ABLE  TO  SECURE A NETWORK CONTRACT OR SPONSORSHIP FOR THE WGL
MILLION  DOLLAR  SHOOTOUT.

     We  intend  to  produce  The  WGL  Million  Dollar  Shootout, reality-based
television  show,  during  the  third  quarter of 2005. We do not have any prior
experience producing television shows and this is a new and speculative business
venture  for  us. We have not obtained a network contract to broadcast the show.
In addition, we estimate that it will cost us $2,100,000 to produce the show, to
pay for celebrity participation, and to pay the prize money. We have not secured
any  sponsorship for the show. Our lack of experience producing television shows
could  prevent  us  from  being  successful  in this new business venture. If we
cannot  obtain a network contract to broadcast the show or obtain adequate funds
from  debt  or  equity  financing  or  from sponsorship, it will have a material
adverse  effect on our financial condition, liquidity and results of operations.

WE  ARE IN DEFAULT ON NOTES THAT WE ISSUED TO THE WINNERS OF THE 2001 WORLD GOLF
LEAGUE  NATIONAL  TOURNAMENT.

     We  entered  into a Stipulated Injunction with the State of Florida, Office
of  the  Attorney  General  in  July  2003, regarding a settlement of our unpaid
obligation  to  the  winners  of the 2001 World Golf League National Tournament.
During the fiscal year ended December 31, 2003, we executed notes payable to the
winners  of  the  2001 World Golf League National Tournament for an aggregate of
$300,000  bearing  interest  at  5% per annum. The notes became due in September
2004,  and  the  remaining  balance  owed as of March 31, 2005 of $277,600 is in
default.  As  discussed under the heading in "Part II-Other Information, Item 1.
Legal  Proceedings,"  one  of  the winners has sued us regarding his note. Other
plaintiffs  may file lawsuits against us regarding the notes. If this plaintiff,
or other plaintiffs who may sue us, are successful on the merits of their cases,
it  could  have  a material adverse effect on our financial condition, liquidity
and  results  of  operations.

THE  ISSUANCE  OF  SHARES  UPON  CONVERSION  OF  THE  DEBENTURES AND EXERCISE OF
OUTSTANDING WARRANTS THAT WE ISSUED TO GOLDEN GATE INVESTORS MAY CAUSE IMMEDIATE
AND  SUBSTANTIAL  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     The  issuance  of  shares upon conversion of the debentures and exercise of
warrants  that  we  issued  to  Golden  Gate Investors may result in substantial
dilution to the interests of other stockholders since the holders may ultimately
convert  and  sell  the full amount issuable on conversion. Although the holders
may  not  convert  their  debentures  and/or  exercise  their  warrants  if such
conversion or exercise would cause them to own more than 4.9% of our outstanding
common  stock,  this  restriction  does  not prevent the holders from converting
and/or  exercising  some of their holdings and then converting the rest of their
holdings.  In  this way, the holders could sell more than this limit while never
holding  more  than  this limit. There is no upper limit on the number of shares
that  may  be  issued  which  will  have  the  effect  of  further  diluting the
proportionate  equity  interest and voting power of holders of our common stock.

THERE  IS  SUBSTANTIAL  DOUBT  ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN,
WHICH  MAY  HINDER  OUR  ABILITY  TO  OBTAIN  FUTURE  FINANCING.

     As  of  and during the three months ended March 31, 2005, we have continued
to  accumulate  payables  to  our  vendors and to the golfers who have won prize
money  and have experienced negative financial results.  Our ability to continue
as  a  going  concern  is an issue raised as a result of our negative cash flows
from  operations,  recurring  losses,  a  negative  working  capital  position,
accumulated  deficit  and a stockholders' deficit position as of March 31, 2005.
We continue to experience net losses. Our ability to continue as a going concern
is  subject  to our ability to generate a profit and/or obtain necessary funding
from  outside  sources,  including obtaining additional funding from the sale of
our  securities,  increasing  sales  or  obtaining loans and grants from various
financial  institutions  where  possible.  Our  continued  net  losses  and
stockholders'  deficit  increases the difficulty in meeting such goals and there
can  be  no  assurances  that  such  methods  will  prove  successful.

                                       17
<PAGE>

IF WE ARE UNABLE TO ATTRACT NEW MEMBERS, OUR BUSINESS OPERATIONS WILL BE HARMED.

     We need to attract new members to our golf leagues in order to increase our
revenues.  If  we  are unable to attract a significant number of new members, we
may  not  raise enough revenue to conduct leagues and tournaments and we may not
be  able  to  continue  our  business  operations  and may be forced to limit or
curtail  our  operations.

IF  OFFERS  FOR  WGL  MEMBERSHIPS DISTRIBUTED THROUGH OUR WHOLESALE DISTRIBUTION
CHANNEL  ARE  NOT  REDEEMED,  OUR  BUSINESS  OPERATIONS  WILL  BE  HARMED.

     We  have  contracted with Upwon for the wholesale distribution of brochures
that  include  an application to obtain a WGL membership.  Upwon will charge its
clients  a fee for the brochures.  Upwon will distribute the brochures to people
in  the  consumer  electronics  industry,  the  leisure cruise industry, and the
professional sports industry.  When a WGL membership is entered into as a result
of  Upwon's  distribution  of  a brochure, we will receive a fee.  The wholesale
distribution  channel  is  the  only  manner  in  which  we  currently  sell WGL
memberships.  If  the  people  who  receive  our  brochure  do  not  obtain  WGL
memberships,  we  will  not  realize  revenue  from  the  wholesale distribution
channel,  which  will have a material adverse effect on our business, results of
operation  and  financial  condition.

IF  WE  ARE  NOT  ABLE  TO MANAGE THE GROWTH OF OUR COMPANY WE MAY NEVER ACHIEVE
PROFITABILITY.

     Our  success will depend on our ability to expand and manage our operations
and  facilities.  There  can  be no assurance that we will be able to manage our
growth,  meet the staffing requirements of manufacturing scale-up or for current
or  additional  collaborative relationships or successfully assimilate and train
our  new  employees.  In  addition, to manage our growth effectively, we will be
required  to  expand our management base and enhance our operating and financial
systems.  If  we continue to grow, there can be no assurance that the management
skills  and  systems currently in place will be adequate or that we will be able
to  manage  any  additional  growth effectively. Failure to achieve any of these
goals  could have a material adverse effect on our business, financial condition
or  results  of  operations.

IF  WE  ARE UNABLE TO RETAIN THE SERVICES OF MR. PAGNANO, OR IF WE ARE UNABLE TO
SUCCESSFULLY  RECRUIT  QUALIFIED  PERSONNEL,  WE MAY NOT BE ABLE TO CONTINUE OUR
OPERATIONS.

     Our  success  depends to a significant extent upon the continued service of
Mr. Michael S. Pagnano, our Chief Executive Officer. Loss of the services of Mr.
Pagnano  could  have  a  material  adverse  effect  on our growth, revenues, and
prospective  business.  We  do not maintain key-man insurance on the life of Mr.
Pagnano. In addition, in order to successfully implement and manage our business
plan,  we  will  be  dependent upon, among other things, successfully recruiting
qualified personnel. Competition for qualified individuals is intense. There can
be  no  assurance  that  we  will  be  able to find, attract and retain existing
employees  or  that  we  will  be  able  to  find,  attract and retain qualified
personnel  on  acceptable  terms.

WE  HAVE  DECIDED  NOT  TO  ISSUE  ADDITIONAL SHARES AS REQUIRED BY THE EXCHANGE
AGREEMENT  TO THE WORLD GOLF FLORIDA SHAREHOLDERS WHO MAY HAVE A POTENTIAL CLAIM
AGAINST  US  FOR  NOT  ISSUING  SUCH  SHARES.

     We  could not determine whether a valid exemption from registration existed
for  additional  issuances  of  our  common  stock  to  the  World  Golf Florida
shareholders,  and  as  a  result we have decided not to issue any of the shares
that  we  had  previously  agreed  to  issue.  The Exchange Agreement stated, in
pertinent  part,  that  in  the  event  $1,000,000 was not raised by us with the
assistance  of the Novus Shareholders, the World Golf Florida shareholders would
receive  an additional 30,000,000 post-split shares on a pro rata basis as their
original  shares were issuable pursuant to the Exchange Agreement. As $1,000,000
was  not  raised,  we  contacted  the  World  Golf Florida shareholders via mail
requesting  that they execute documentation so that we could determine whether a
valid  exemption  from  registration  could  be  met. We received only a minimal
response  from  the World Golf Florida shareholders and were unable to determine
whether  a  valid  exemption  would  be  satisfied.  If  any  of  the World Golf
shareholders  were to pursue their rights under the Exchange Agreement, we could
be  required  to  register  the  additional  shares  if  a  valid exemption from
registration does not exist, or we could face potential claims for damages, both
of  which  could  have  a  material  adverse  effect  on our business, financial
condition,  liquidity  and  results  of  operations.

                                       18
<PAGE>

Risks  Relating  To  Our  Common  Stock
---------------------------------------

IF  WE FAIL TO REMAIN CURRENT IN OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OVER-THE-COUNTER  BULLETIN  BOARD (THE "OTCBB") WHICH WOULD LIMIT THE
ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS
TO  SELL  THEIR  SECURITIES  IN  THE  SECONDARY  MARKET.

     Companies trading on the OTCBB, such as us, must be reporting issuers under
Section  12  of  the  Securities  Exchange  Act of 1934, as amended, and must be
current  in their reports under Section 13, in order to maintain price quotation
privileges  on  the  OTCBB.  If  we  fail  to  remain  current  on our reporting
requirements,  we  could  be  removed  from  the  OTCBB. As a result, the market
liquidity  for  our  securities could be severely adversely affected by limiting
the  ability  of  broker-dealers  to  sell  our  securities  and  the ability of
stockholders  to  sell  their  securities  in the secondary market. In addition,
investors  who  hold restricted shares of our common stock may be precluded from
reselling  their  shares  pursuant  to Rule 144 of the Securities Act until such
time  that  we  can  establish  a  history  of  current  filings  with  the SEC.

OUR  COMMON  STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC WHICH LIMITS
THE  TRADING  MARKET IN OUR COMMON STOCK, MAKES TRANSACTIONS IN OUR COMMON STOCK
CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN  INVESTMENT IN OUR COMMON STOCK

     Our  common  stock  is considered a "penny stock" as defined in Rule 3a51-1
promulgated  by  the SEC under the Exchange Act. In general, a security which is
not  quoted  on NASDAQ or has a market price of less than $5 per share where the
issuer  does  not  have  in excess of $2,000,000 in net tangible assets (none of
which  conditions  the  Company  meets)  is  considered  a  penny  stock.  The
Commission's  Rule 15g-9 regarding penny stocks impose additional sales practice
requirements  on  broker-dealers  who sell such securities to persons other than
established customers and accredited investors (generally persons with net worth
in  excess  of  $1,000,000  or  an  annual income exceeding $200,000 or $300,000
jointly  with  their  spouse).  For  transactions  covered  by  the  rules,  the
broker-dealer  must  make  a special suitability determination for the purchaser
and  receive  the  purchaser's written agreement to the transaction prior to the
sale.  Thus,  the  rules affect the ability of broker-dealers to sell our common
stock  should  they  wish  to do so because of the adverse effect that the rules
have  upon liquidity of penny stocks. Unless the transaction is exempt under the
rules,  under  the Securities Enforcement Remedies and Penny Stock Reform Act of
1990,  broker-dealers  effecting  customer  transactions  in  penny  stocks  are
required  to  provide  their customers with (i) a risk disclosure document; (ii)
disclosure  of  current  bid  and ask quotations if any; (iii) disclosure of the
compensation  of  the  broker-dealer and its sales personnel in the transaction;
and (iv) monthly account statements showing the market value of each penny stock
held  in the customer's account. As a result of the penny stock rules the market
liquidity for our common stock may be adversely affected by limiting the ability
of  broker-dealers  to  sell  our  common stock and the ability of purchasers to
resell  our  common  stock.  In  addition,  various state securities laws impose
restrictions  on  transferring  "penny stocks" and as a result, investors in our
common  stock  may  have  their ability to sell their shares of the common stock
impaired.

WE  DO  NOT  EXPECT  TO  PAY  DIVIDENDS  FOR  THE  FORESEEABLE  FUTURE.

     We  have not declared or paid, and do not anticipate declaring or paying in
the  foreseeable  future, any cash dividends on our common stock. Our ability to
pay  dividends  is  dependent  upon, among other things, our future earnings, if
any,  as  well  as  our operating and financial condition, capital requirements,
general  business  conditions  and  other  pertinent  factors.  Furthermore, any
payment  of  dividends  by  us  is  subject  to  the  discretion of our board of
directors.  Accordingly,  there  is no assurance that any dividends will ever be
paid  on  our  common  stock.

                                       19
<PAGE>

Risk  Related  To  Our  Effective  Registration  Statements
-----------------------------------------------------------

THERE  ARE  A  LARGE NUMBER OF SHARES UNDERLYING OUR CONVERTIBLE DEBENTURES, AND
WARRANTS  THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY
DEPRESS  THE  MARKET  PRICE  OF  OUR  COMMON  STOCK.

     As  of  May  20, 2005, we had 700,848,718 shares of common stock issued and
outstanding. We have registered the resale of 612,000,000 shares of common stock
for  issuance under convertible debentures and the resale of 2,500,000 shares of
common  stock  issuable upon exercise of warrants. However, the number of shares
of  common  stock  issuable  upon  conversion  of  the  outstanding  convertible
debentures  may  increase  if the market price of our stock declines. During the
three  months  ended  March  31, 2005, we issued 30,569,657 shares of our common
stock  upon  conversion  of  $12,000  of  the  convertible  debentures  and  the
simultaneous  exercise  of  warrants  to  purchase  shares  of  common stock for
$120,000.  All  of  the  shares,  including  all  of  the  shares  issuable upon
conversion  of  the  debentures  and  upon exercise of our warrants, may be sold
without  restriction.  The  sale of these shares may adversely affect the market
price  of  our  common  stock.

THE  CONTINUOUSLY  ADJUSTABLE  CONVERSION  PRICE  FEATURE  OF  OUR  CONVERTIBLE
DEBENTURES  COULD  REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES,
WHICH  WILL  CAUSE  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     Our  obligation  to  issue  shares  upon  conversion  of  our  convertible
debentures  is  essentially  limitless.  The  number  of  shares of common stock
issuable  upon  conversion  of  our  convertible debentures will increase if the
market  price  of  our stock declines, which will cause dilution to our existing
stockholders.

THE  CONTINUOUSLY  ADJUSTABLE  CONVERSION  PRICE  FEATURE  OF  OUR  CONVERTIBLE
DEBENTURES  MAY  ENCOURAGE  INVESTORS  TO  MAKE SHORT SALES IN OUR COMMON STOCK,
WHICH  COULD  HAVE  A  DEPRESSIVE  EFFECT  ON  THE  PRICE  OF  OUR COMMON STOCK.

     The  convertible debentures are convertible into shares of our common stock
at  a  20%  discount  to  the  trading  price  of  the common stock prior to the
conversion.  The  significant downward pressure on the price of the common stock
as  the  selling stockholder converts and sells material amounts of common stock
could  encourage  short  sales  by  investors. This could place further downward
pressure  on  the  price of the common stock. The selling stockholder could sell
common  stock  into  the  market  in  anticipation of covering the short sale by
converting  their securities, which could cause the further downward pressure on
the stock price. In addition, not only the sale of shares issued upon conversion
or  exercise  of  debentures, warrants and options, but also the mere perception
that  these  sales  could  occur,  may  adversely affect the market price of the
common  stock.

THE  ISSUANCE  OF SHARES UPON CONVERSION OF THE CONVERTIBLE DEBENTURES MAY CAUSE
IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     The  issuance  of  shares upon conversion of the convertible debentures may
result  in substantial dilution to the interests of other stockholders since the
selling stockholders may ultimately convert and sell the full amount issuable on
conversion.  Although  the  selling  stockholder may not convert the convertible
debentures  and/or  exercise  the  warrants if such conversion or exercise would
cause  the  selling  stockholder to own more than 4.9% of our outstanding common
stock, this restriction does not prevent the selling stockholder from converting
and/or  exercising  some  of  its  holdings  and then converting the rest of its
holdings.  In  this way, the selling stockholder could sell more than this limit
while  never holding more than this limit. There is no upper limit on the number
of  shares that may be issued which will have the effect of further diluting the
proportionate  equity  interest and voting power of holders of our common stock.

                                       20
<PAGE>

IN THE EVENT THAT OUR STOCK PRICE DECLINES, THE SHARES OF COMMON STOCK ALLOCATED
FOR  CONVERSION  OF THE CONVERTIBLE DEBENTURES MAY NOT BE ADEQUATE AND WE MAY BE
REQUIRED TO FILE A SUBSEQUENT REGISTRATION STATEMENT COVERING ADDITIONAL SHARES.
IF  THE SHARES WE HAVE ALLOCATED ARE NOT ADEQUATE AND WE ARE REQUIRED TO FILE AN
ADDITIONAL  REGISTRATION STATEMENT, WE MAY INCUR SUBSTANTIAL COSTS IN CONNECTION
THEREWITH.

     Based  on our current market price and the potential decrease in our market
price  as  a result of the issuance of shares upon conversion of the convertible
debentures,  we  have  made  a good faith estimate as to the amount of shares of
common stock that we are required to register and allocate for conversion of the
convertible  debentures.  Accordingly,  we  registered  62,000,000 shares and an
additional  550,000,000  shares (or an aggregate of 612,000,000 shares) to cover
the  conversion of the convertible debentures. In the event that our stock price
decreases,  the  shares  of common stock we have allocated for conversion of the
convertible  debentures may not be adequate. If the shares we have allocated are
not  adequate  and we are required to file an additional registration statement,
we  may incur substantial costs in connection with the preparation and filing of
such  registration  statement.

IF  WE  ARE  REQUIRED  FOR  ANY  REASON  TO  REPAY  OUR  OUTSTANDING CONVERTIBLE
DEBENTURES,  WE  WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE,
OR  RAISE  ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CONVERTIBLE DEBENTURES, IF
REQUIRED,  COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE
OF  SUBSTANTIAL  ASSETS.

     In  June 2004, we entered into a Securities Purchase Agreement for the sale
of  an  aggregate  of  $250,000  principal amount of convertible debentures. The
convertible debentures are due and payable, with 7% interest, two years from the
date  of  issuance,  unless sooner converted into shares of our common stock. In
addition,  any  event  of  default  could  require  the  early  repayment of the
convertible  debentures  at  a  price  equal to 125% of the amount due under the
debentures.  We  anticipate  that the full amount of the convertible debentures,
together  with  accrued  interest,  will  be converted into shares of our common
stock,  in  accordance  with  the terms of the convertible debentures. If we are
required  to  repay  the convertible debentures, we would be required to use our
limited  working  capital and raise additional funds. If we were unable to repay
the  debentures when required, the debenture holders could commence legal action
against  us  and  foreclose on all of our assets to recover the amounts due. Any
such  action  would  require  us  to  curtail  or  cease  operations.

ITEM 3.     CONTROLS AND PROCEDURES.

     Evaluation  of  disclosure  controls  and  procedures.  Our Chief Executive
Officer  and  Chief Financial Officer, after evaluating the effectiveness of our
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of  1934  Rules  13a-15(e) and 15d-15(e)) as of the end of the period covered by
this  quarterly  report  (the  "Evaluation  Date"), has concluded that as of the
Evaluation  Date,  our  disclosure  controls  and procedures were not adequately
designed  to ensure that information required to be disclosed by us in this Form
10-QSB  was  reported within the time period specified in the Commission's rules
and forms, which caused us to be untimely in filing this Form 10-QSB.  We are in
the  process  of retaining an accounting professional to assist us in recording,
processing, summarizing and reporting information required to be disclosed by us
in  the  reports  that  we file or submit under the Exchange Act within the time
periods  specified  in  the  Commission's  rules  and  forms.

Changes  in internal control over financial reporting. There were no significant
changes  in our internal control over financial reporting during our most recent
fiscal  quarter that materially affected, or are reasonably likely to materially
affect,  our  internal  control  over  financial  reporting.

                                       21
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

     In  July  2003,  we  entered into a Stipulated Injunction with the State of
Florida  Office  of  the  Attorney  General regarding a settlement of our unpaid
obligation  to  the  winners  of the 2001 World Golf League National Tournament.
Pursuant  to  the  Stipulated  Injunction,  we agreed that, after the payment of
certain specific expenses, the Florida Attorney General would receive 60% of the
proceeds  we  receive  from  the  sale  of  our common stock by the former Novus
stockholders.  During  the year ended December 31, 2003, we paid $314,000 to the
Florida  Attorney  General and executed notes payable to the winners of the 2001
World  Golf  League  National  Tournament  for  an aggregate of $300,000 in full
settlement.  In  addition,  we  paid  the  Florida  Attorney  General $20,000 in
connection  with the settlement. The notes became due in September 2004, and the
remaining  balance  owed  as  of March 31, 2005 of $277,600 is in default. We
plan  to repay the notes as our cash flow permits.  One of the winners has filed
a  lawsuit  against  us,  as  discussed  below.

     In  February  2005,  Nathan  Bertsch, sued us in the Court of Common Pleas,
Thirteenth Judicial Circuit, State of Carolina, County of Greenville, for breach
of  contract,  unfair  trade  practices,  and collection of promissory note. The
complaint alleges that in November 2001, we invited the plaintiff to participate
in  the  tournament;  that  the  plaintiff  entered  and  participated  in  the
tournament;  that  a  contract was formed to pay the plaintiff $45,000 if he won
his  flight  in  the  tournament;  that the plaintiff won his flight; that, as a
result  of  the  intervention  of  the  Florida  Attorney  General,  we paid the
plaintiff  one-half  of  the  winnings and executed a promissory note to pay the
balance  of  $22,500.  The  plaintiff is seeking actual damages in the amount of
$22,500, prejudgment interest at the statutory rate, three times actual damages,
reasonable  attorney's fees and costs of prosecuting the lawsuit under the South
Carolina  Unfair  Trade practices Act, and alternative actual damages of $22,500
as  payment  on  the  note  plus  interest  at  a  rate  of 5% per annum accrued
thereunder.  We  have  engaged  counsel in this action and we are trying to have
this  suit  dismissed  due  to  lack  of  jurisdiction.

     From  time  to  time,  we  may  become  party  to litigation or other legal
proceedings  that  we  consider  to  be  a  part  of  the ordinary course of our
business.  Except  as  described  above,  we are not involved currently in legal
proceedings  that could reasonably be expected to have a material adverse effect
on our business, prospects, financial condition or results of operations. We may
become  involved  in  material  legal  proceedings  in  the  future.

     The  Company  is not aware of any proceeding to which any of its directors,
officers,  affiliates  or security holders are a party adverse to the Company or
have  a  material  interest  adverse  to  the  Company.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     (a)  In  February  2005,  we issued 17,100,000 shares of common stock which
were not registered under the Securities Act of 1933 (the "Act") to Waco Capital
Management for settlement of a previous lawsuit with Equity Growth & Management,
both  of  which have the same beneficial owner.  The Company claims an exemption
from  registration  afforded  by  Section  4(2)  of  the Act since the foregoing
issuance  did  not  involve  a  public  offering,  the  recipient  had access to
information  that would be included in a registration statement, took the shares
for  investment  and  not  resale  and  the Company took appropriate measures to
restrict  transfer.  No  underwriters  or  agents were involved in the foregoing
issuances  and  no  underwriting  discounts  were  paid  by  the  Company.

     (d)     We  filed  a  registration  statement  on  Form  SB-2,  as amended,
Commission  File Number 333-122513, which became effective on February 14, 2005.
We  will not receive any proceeds from the sale of the securities registered. We
registered  an  additional  550,000,000  shares  of  common stock underlying the
convertible  debentures that we issued to Golden Gate Investors. On February 14,
2005,  we  filed  a  registration statement on Form S-8, Securities and Exchange
Commission File Number 333-122807, to register 150,000,000 shares under our 2004
Stock  Incentive  Plan.

                                       22
<PAGE>

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

     Notes  payable  that  were issued to the winners of the our 2001 World Golf
League  National  Tournament, which bear interest at 5% per annum, became due on
September  16,  2004,  and  have  not been paid as of the filing of this report.
Pursuant  to  the  terms  of  the notes, we are in default for non-payment of an
aggregate  principal  amount  of  $277,600.  As  discussed  in  "Item  1.  Legal
Proceedings,"  one  of  the winners has filed a lawsuit against us regarding his
note.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     On  or  about December 29, 2004, we mailed to our record shareholders as of
December  22,  2004,  an  information  statement  regarding  an amendment to our
Certificate  of  Incorporation.  The  Certificate  of  Amendment was approved by
shareholders  voting an aggregate of 398,139,134 shares, or 50.05% of the record
shareholders,  by  a  written consent to action without a meeting signed between
January  19, 2005 and February 2, 2005 by a majority of the record shareholders.
After obtaining shareholder approval, we filed a Certificate of Amendment to our
Certificate  of  Incorporation with the Delaware Secretary of State, to increase
the  authorized  shares  of  our  common stock to 1,200,000,000 shares of common
stock,  reauthorize the par value of $.001 per share, and reauthorize 10,000,000
shares  of  preferred  stock  with  a  par  value  of  $.001  per  share.

ITEM  5.     OTHER  INFORMATION.

     During  the  three  months ended March 31, 2005, we entered into consulting
agreements and issued 57,729,149 shares and committed to issue 48,027,770 shares
of  common  stock  to  various  consultants  for  services  performed  or  to be
performed.  Based  on  the fair market value of the common stock on the date the
terms  of the agreements were agreed upon, the issuance of these shares resulted
in  us  recording  consulting  expense  of  $807,569 and deferred membership fee
expenses  of $250,000 which is included in the accompanying financial statements
as  of  and  for  the  three  months  ended  March  31,  2005.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

EXHIBIT NO.     DESCRIPTION OF EXHIBIT
-----------     ----------------------

4.1(1)      Certificate of Amendment of Certificate of Incorporation
10.1(2)     2004 Stock Incentive Plan
10.2(3)     Executive Producer Agreement with North Star Visions, Inc., accepted
            as of March 7, 2005
31*         Certification by Chief Executive Officer and Chief Financial Officer
            pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section
            302 of the Sarbanes-Oxley Act of 2002
32*         Certification by Chief Executive Officer and Chief Financial Officer
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002

*    Filed  herein.
(1)  Filed  as  Exhibit 3.1 to report on Form 8-K filed on February 3, 2005, and
     incorporated  herein  by  reference.
(2)  Filed  as  Exhibit  4  to  the  registration statement on Form S-8 filed on
     February  14,  2005,  and  incorporated  herein  by  reference.
(3)  Filed  as  Exhibit  10.4  to  the  report  on  Form 10-KSB on April 26, and
     incorporated  herein  by  reference.

REPORTS ON FORM 8-K

     During  the  quarter for which this report is filed, we filed one report on
Form 8-K on February 3, 2005 with the Commission to disclose an amendment to our
Certificate  of  Incorporation.

                                       23
<PAGE>

                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                      THE WORLD GOLF LEAGUE, INC.

                                      By:  /s/ Michael S. Pagnano
                                           --------------------------
                                      Name:  Michael S. Pagnano
                                      Title: Chief Executive Officer and
                                             Chief Financial Officer
                                      Date:  May 27, 2005


                                       24
<PAGE>