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

                                  FORM 10-QSB

(Mark One)

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

               For the quarterly period ended September 30, 2005

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

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

               Commission file number 000-49756


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


              DELAWARE                                  98-0201235
  (State or other jurisdiction of          (IRS Employer Identification No.)
   incorporation or organization)


                2139 SR 434, Suite 101, Longwood, Florida 32779
                -----------------------------------------------
                    (Address of principal executive offices)


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


                                      N/A
                        --------------------------------
                            (Former name and address)


Check whether the registrant (1) has 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 [ ]

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

As of November 7, 2005, 1,184,017,014 shares of Common Stock of the issuer were
outstanding.

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

<PAGE>

PART I. FINANCIAL INFORMATION



ITEM  1.  FINANCIAL STATEMENTS



                           THE WORLD GOLF LEAGUE, INC.

                    UNAUDITED CONDENSED FINANCIAL STATEMENTS

        FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004




                           THE WORLD GOLF LEAGUE, INC.
                                TABLE OF CONTENTS


                                                                         PAGE
                                                                         ----

Unaudited  Condensed  Consolidated Financial  Statements:

  Unaudited  Condensed  Consolidated Balance  Sheet  as  of
    September 30,  2005  and December  31,  2004                          F-3

  Unaudited  Condensed  Consolidated Statement  of  Operations for the
    Three months and nine months ended September 30,  2005  and  2004     F-4

  Unaudited  Condensed  Consolidated Statement  of  Stockholders'
    Equity (Deficit) for the nine months  ended  September 30, 2005       F-5

  Unaudited  Condensed  Consolidated Statement of Cash  Flows for the
    Nine months  ended September 30, 2005 and 2004                        F-6

Selected Notes to Unaudited Condensed Consolidated Financial Statements   F-7

<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
                  UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                      SEPTMEBER 30, 2005 AND DECEMBER 31, 2004


                                                            SEPTEMBER 30,   DECEMBER  31,
                                                                2005            2004
ASSETS                                                      (UNAUDITED)        (NOTE)
---------------                                            -------------   --------------
<S>                                                            <C>               <C>
Current assets:
  Cash and cash equivalents                              $        54,839  $        15,373
  Accounts receivable                                                 94                -
  Deferred consulting expense                                    292,333                -
  Deferred membership expense                                          -          200,000
  Advance to repurchase stock                                     25,000                -
                                                           -------------  ---------------

    Total current assets                                         372,266          215,373

Capitalized TV costs                                             164,875                -
Property and equipment, net                                       15,064           16,457
Other assets                                                       1,875           13,776
                                                           -------------  ---------------

      Total assets                                       $       554,080  $       245,606
                                                           =============  ===============


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

Current liabilities:
  Accounts payable                                       $        74,591  $        52,546
  Accrued liabilities                                             65,797          174,663
  Notes payable to prize winners                                 281,081          279,674
  Deferred membership fee revenue                                      -          230,727
  Convertible debenture                                          162,006          213,000
                                                           -------------  ---------------

    Total current liabilities                                    583,475          950,610
                                                           -------------  ---------------

  Accrued expenses to be settled with stock                       20,000                -

    Total liabilities                                            603,475          950,610
                                                           -------------  ---------------

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; 2,500,000,000 shares
    authorized; 1,118,381,616 and 491,454,304 shares issued
    at September 30, 2005 and December 31, 2004 respectively;
    and 1,115,804,799 and 488,877,487 outstanding at
    September 30, 2005 and
    December 31, 2004, respectively                            1,118,381          491,454
  Additional paid-in capital                                  13,957,718       12,446,556
  Unissued common stock                                           61,139           23,111
  Treasury stock, at cost, 2,576,817 shares                     (162,018)        (162,018)
  Accumulated deficit                                        (15,025,615)     (13,505,107)
                                                           -------------- ---------------

    Total stockholders' equity (deficit)                         (49,395)        (705,004)
                                                           -------------- ---------------

    Total liabilities and stockholders' equity (deficit) $     554,080  $         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 consolidated financial statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                             THE WORLD GOLF LEAGUE, INC.
                UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
           FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004


                                      THREE  MONTHS  ENDED           NINE  MONTHS  ENDED
                                          SEPTEMBER 30,                 SEPTEMBER 30,

                                        2005           2004             2005           2004
                                   -------------  -------------    -------------  -----------
<S>                                     <C>           <C>              <C>            <C>

Membership fee revenue             $      99,196  $       1,410    $     523,948  $    49,601

                                   -------------  -------------    -------------  -----------

  Total revenue                           99,196          1,410          523,948       49,601

Operating, general and adminis-
  trative expenses                       464,608        563,352        2,091,142    2,673,244
License fee reimbursement expense                        20,000                        20,000
                                   -------------  -------------    -------------  -----------

  Net operating loss                    (365,412)      (581,942)      (1,567,194)  (2,643,643)

Other income (expense):
  Interest expense                        (6,940)        (6,619)         (21,175)     (13,996)
  Other income                             3,131              -           67,861            -
                                   -------------  -------------    -------------  -----------

    Net (loss)                     $    (369,221) $    (588,561)   $  (1,520,508) $(2,657,639)
                                   =============  =============    =============  ===========


Weighted average shares
  outstanding                        954,829,153    435,189,970      706,425,710  416,679,720
                                   =============  =============    =============  ===========

Earnings (loss) per share (basic)  $       (0.00) $       (0.00)   $       (0.00) $     (0.01)
                                   =============  =============    =============  ===========

</TABLE>





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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
                  UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

                                                                                                                           TOTAL
                                                                                                                           STOCK-
                           PREFERRED  STOCK     COMMON  STOCK          ADDITIONAL    UNISSUED                             HOLDERS'
                           ----------------     -------------          PAID-IN       COMMON    TREASUREY   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 for
  services                      -       -   270,729,149    270,729    1,194,813      45,028           -              -    1,510,570

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

Common stock issued for
  Conversion of debentures
  And exercise of warrants      -       -   353,702,805    353,703      311,844           -           -              -      665,547

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

Net loss                        -       -            -           -            -           -           -     (1,520,508)  (1,520,508)
                           ------   ------  -----------   --------  -----------   ---------   ---------   ------------   ----------

Balance as of September
  30, 2005              1,000,000  $ 1,000  1,118,381,616 $1,118,381 $13,957,718  $6  1,139   $(162,018)  $(15,025,615)  $  (49,395)
                        =========   ======= ============= ========== ===========  =========   =========   ============   ==========

</TABLE>



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

                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
              UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004



                                                          NINE  MONTHS  ENDED
                                                             SEPTEMBER  30,
                                                       ------------------------
                                                           2005         2004
                                                       -----------   ----------
<S>                                                         <C>          <C>

Cash flows from operating activities:
  Net (loss)                                           $(1,520,508) $(2,657,639)
  Adjustment to reconcile net (loss) to net
    cash used in operating activities                      945,333    2,170,804
                                                       -----------   ----------

      Net cash (used in) operating activities             (575,175)    (486,835)
                                                       -----------   ----------
Cash flows from investing activities:
  Purchase of fixed assets                                  (1,319)           -
                                                       -----------   ----------

      Net cash (used in) investing activities               (1,319)           -
                                                       -----------   ----------


Cash flows from financing activities:
  Proceeds from exercise of stock warrants                 614,553      125,000
  Increase in notes payable to prize winners                 1,407            -
  Capital contributed by stockholders                            -      110,000
  Purchase of treasury stock                                     -      (92,895)
  Proceeds from issuance of common stock                         -       40,000
  Proceeds from issuance of convertible debentures               -      250,000
                                                       -----------    ---------

      Net cash provided by financing activities            615,960      432,105
                                                       -----------    ---------

Net increase(decrease) in cash and cash equivalents         39,466      (54,730)

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

Cash and cash equivalents, end of period               $    54,839   $   15,227
                                                       ===========    =========


Supplemental disclosure of cash flow information:

Cash paid for interest                                      10,298            -
                                                       ===========    =========

Conversion of convertible debentures to common stock        50,994            -
                                                       ===========    =========

</TABLE>


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

                                      F-6

<PAGE>

                          THE WORLD GOLF LEAGUE, INC.
       SELECTED NOTES TO UNAUDITED CONDENSED CONSOLIDATED 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 changed its business plan and is currently producing
     The  WGL Million Dollar Shootout, a reality based television series where 5
     teams  of  4  players each will compete for $1,000,000. The Company used to
     market a "Play for Pay" concept, whereby amateur golfers were to compete in
     various  golf tournaments for an opportunity to win actual prize money. The
     Company  marketed  this  concept through wholesale distribution channels in
     the  United  States.  The  Company's wholesale distributor will continue to
     provide  the  Company's brochures through the end of 2005 to retail clients
     to be used as promotional materials; however, the Company will not hold any
     golf  tournaments  for  members  acquired through this distribution channel
     unless  its at the direction of, and fully paid for by, the retail clients.
     The  wholesale  distributor  will  discontinue  these  activities  at  the
     beginning  of  2006.  Beginning  in  February  2005,  the  Company  stopped
     marketing  services at retail and holding golf tournaments for members that
     it  acquired  through  direct retail channels. The Company plans to produce
     sports and other home entertainment content for television going forward.


     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.

     FINANCIAL STATEMENTS
     --------------------

     In  the  opinion  of  management,  all  adjustments  consisting  only  of
     normal  recurring  adjustments  necessary  for  a fair statement of (a) the
     results  of operations for the three and nine month periods ended September
     30,  2005  and  2004, (b) the financial position at September 30, 2005, and
     (c)  cash  flows  for  the  nine month periods ended September 30, 2005 and
     2004, have been made.

<PAGE>

     The  unaudited  financial  statements  and  notes  are  presented  as
     permitted  by  Form  10-QSB.  Accordingly,  certain  information  and  note
     disclosures  normally  included  in  the  financial  statements prepared in
     accordance  with  accounting  principles  generally  accepted in the United
     States  of America have been omitted. The accompanying financial statements
     and  notes  should  be  read  in  conjunction  with  the  audited financial
     statements  and notes of the Company for the fiscal year ended December 31,
     2004.  The results of operations for the three and nine month periods ended
     September  30,  2005 are not necessarily indicative of those to be expected
     for the entire year.

     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.

     Film  costs  are  capitalized  and  carried  as  an  asset.  Such costs are
     amortized  using  the  individual-film-forecast  method,  whereby  periodic
     amortization  is  determined by multiplying the balance in unamortized film
     costs by the ratio that current period revenue bears to estimated remaining
     total  revenue.  Participation  costs  are  accrued  using the same method.
     Publicity,  promotion,  and  marketing  costs are charged against income as
     incurred.

                                    Continued
                                       F-7

<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
       SELECTED NOTES TO UNAUDITED CONDENSED CONSOLIDATED 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 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.  If the remaining convertible debentures
     and  warrants  were  converted in the same manner as those converted during
     the  quarter ended September 30, 2005, and using the treasury method, there
     would  be  no  affect  of  anti-dilution  based  upon  the  market price at
     September 30, 2005.

     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". During
     the  reporting  periods  presented,  there  were  no  stock  issued  for
     compensation  under these provisions, therefore no proforma presentation is
     required.


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

     As  of  and  during  the  three  months  ended  September 30, 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. 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.

                                    Continued
                                       F-8

<PAGE>

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


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

     As  of  and  during  the nine months ended September 30, 2005, the Company
     experienced negative financial results as follows:

       Cash  flows  from  operations                    $   (575,175)

       Net  loss                                        $ (1,520,508)

       Working  capital                                 $   (211,209)

       Accumulated  deficit                             $(15,025,615)

       Stockholders'  deficit                           $    (49,395)


3.   DEFERRED CONSULTING EXPENSE
     ---------------------------

     Deferred consulting expense includes $83,333 for the unamortized  portion
     of  the  value  of the services  that the Company receives from Upwon and
     $209,000 for the  unamortized  portion  of the value of the services that
     we receive from  business consultants.  These amounts are being amortized
     over  the terms of the agreements.


4.   ADVANCE TO REPURCHASE STOCK
     ---------------------------

     The  Company  is  in  the  process  of  acquiring  an  aggregate of 614,602
     shares  of  its  common  stock  from  two  shareholders for an aggregate of
     $25,000.  The  common  stock  had  not  been  returned to the Company as of
     September  30,  2005.  There  is  no formal agreement associated with this;
     thus, the $25,000 is recorded as an advance.

<PAGE>


5.   CAPITALIZED TV COSTS AND REVENUE RECOGNITION
     --------------------------------------------

     The  Company  has  capitalized  all  costs related to television production
     in  accordance with AICPA Statement of Position ("SOP") 00-2 and has netted
     liabilities  with  prepaid amounts. The Company expects the television show
     to begin airing in January 2006 and will recognize costs as advertising and
     licensing revenue are realized according to SOP 00-2.



6.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

     Financial Results, Liquidity and Management's Plan

     The  Company  has  incurred  net  losses  for  the  nine  months  ended
     September  30,  2005  and  2004  of $1,520,508 and $2,657,639 respectively.
     Despite  its  negative  cash flows from operations of $575,175 and $486,835
     for  the  nine  months  ended September 30 2005 and 2004, respectively, the
     Company  has  been  able  to  obtain  additional  operating capital through
     private  equity  funding  sources. Management's plans include the continued
     development  and  eventual implementation of its business plan. The Company
     has relied upon equity funding since inception.

     No  assurances  can  be  given  that  the  Company  can  obtain  sufficient
     working  capital  through  the  sale  of  the  Company's  common  stock and
     borrowing  or  that the development and implementation of its business plan
     will  generate  sufficient  revenues  in  the  future  to  sustain  ongoing
     operations.  These  factors  raise  substantial  doubt  about the Company's
     ability  to  continue  as  a going concern. The financial statements do not
     include any adjustments that might be necessary if the Company is unable to
     continue as a going concern.

     Consulting Agreements
     ---------------------

     Effective  April  11,  2005,  the  Company  entered  into  two  consulting
     agreements with Donson Brooks to provide strategic and knowledge management
     consulting services in exchange for $220,000 in common stock.

     The  Company  has  agreements  with  professional  golfers  and
     celebrities/spokespeople.

     The  Company  entered  into  a  broadcasting  agreement  with  a television
     network.  Pursuant  to  the  agreement, $68,000 is due on December 1, 2005,
     $136,000 is due on January 1, 2006, and $34,000 is due on February 1, 2006.


     During  the  three  months  ended  September  30, 2005, the Company entered
     into  consulting  agreements  and issued 33,000,000 shares and committed to
     issue  42,000,000  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  $50,000  which  is  included  in  the accompanying
     financial  statements  as  of  and for the three months ended September 30,
     2005.

     In  September  2005,  the  Company  entered  into  an  agreement  with
     Convergence  Film  &  Television,  Inc.  who  is  serving  as the Company's
     production  partner  for  The  WGL  Million  Dollar  Shootout.  Convergence
     provided  the  labor  and  equipment  to  tape  the first season, which was
     completed during October 2005. Mastering and delivery are scheduled for the
     end of December 2005.  The amount due upon completion is $224,000.

     Legal Proceedings
     -----------------

     On  May  20,  2005,  a  default judgment was entered against the Company in
     the  Supreme  Court  of The State of New York, County of New York in a suit
     styled  Focus  Partners  LLC against The World Golf League, Inc. Index No.:
     602687/04.  The default judgment was entered in favor of Focus Partners LLC
     in  the  amount  of  $58,938  together  with  interest at a rate of one and
     one-half  percent (1.5%) per month from April 5, 2004 which totaled $11,917
     and  costs of $505, or an aggregate of $71,360. The Company received notice
     from  the  Circuit  Court  of  the Eighteenth Judicial District, in and for
     Seminole County, Florida that on May 31, 2005, the judgment was recorded in
     Seminole  County,  Florida,  the county in which the Company is located. On
     October  20,  2005,  the  Company  entered into a settlement agreement with
     Focus  Partners  in  the  amount of $40,000, of which $20,000 is payable in
     four  monthly installments of $5,000 beginning in October 2005, and $20,000
     is  payable  in  kind  by  the transfer and delivery of 7,500,000 shares of
     unrestricted  stock of the Company. In the event the sale of the stock does
     not  yield  net  proceeds totaling $20,000, the Company is obligated to pay
     the  difference  between  $20,000  and the net proceeds in cash within five
     business  days  of notice. Focus Partners has agreed not to seek to enforce
     the  judgment  as  long as the Company is in compliance with the settlement
     agreement.  If the Company defaults under the settlement agreement and does
     not  cure  the  default within five days of written notice of such default,
     the  Company  will be required to pay the full amount of the judgment, less
     payments  made  and net proceeds realized from the sale of the common stock
     together  with interest from May 20, 2005, and Focus Partners will have the
     right to proceed with enforcement of the judgment.

                                    Continued
                                       F-9

<PAGE>

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


8.   OTHER EVENTS
     ------------

     On  September  29,  2005,  we  formed a wholly-owned Nevada subsidiary, WGL
     Entertainment  and  transferred to this subsidiary $1,000 of cash and other
     property  consisting of all of the tangible and intangible assets necessary
     to operate The WGL Million Dollar Shootout.


9.   SUBSEQUENT EVENTS
     -----------------

     On  October  1,  2005,  the  Company  entered  into  a  consulting services
     agreement  with Mandalay Sports Action Entertainment, LLC and Ascott Group,
     Inc.  Mandaly's fee is $100,000, payable in five equal monthly installments
     from  October 2005 through February 2006. Ascott's fee is 30,000,000 shares
     of  the  Company's common stock, which are required to be registered by the
     Company  on  a  Form  S-8  registration  statement.  The shares are due and
     payable upon effectiveness of such registration statement.

     On  November  2,  2005,  the  Company  filed  a Certificate of Amendment to
     its  Certificate  of Incorporation with the Delaware Secretary of State, to
     increase   the  authorized   shares  of  the   Company's  common  stock  to
     2,500,000,000  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.

     On  October  13,  2005,  the  Company  entered  into  a Securities Purchase
     Agreement  with  an  accredited  investor  for  the sale of (i) $700,000 in
     convertible debentures and (ii) warrants  to  buy 200,000,000 shares of the
     Company's  common  stock  at  an  exercise  price of $0.0015 per share.  In
     addition, the  Company  issued 22,500,000 shares of restricted common stock
     with "piggy-back" registration rights to investor as  a  commitment  fee.

     The investor is  obligated  to  provide us with an aggregate of $700,000 as
     follows:

     -    $250,000 was disbursed on October 13, 2005;

     -    $150,000 was disbursed on October 26, 2005;

     -    $100,000  was  disbursed  on  November  4,  2005  after  the  Company
          filed a registration statement with the SEC;

     -    $150,000  will  be  disbursed  upon  the  earlier  of  45  days  after
          filing  the registration statement or the registration statement being
          declared effective, and

     -    $50,000  will  be disbursed upon the effectiveness of the registration
          statement.

     Accordingly, the Company has received a total of $500,000 pursuant to this
     financial arrangement.

     In  October  2005,  the  Company  completed  taping  seven episodes for the
     first season of The WGL Million Dollar Shootout, a reality based television
     series  where  22 players will compete for $1,000,000 in a WGL handicapped,
     winner  takes  all,  event.  The series is scheduled to begin airing on PAX
     television  on  Monday,  January  23,  2006. The Company will be liable for
     $1,000,000  to  the  winning team within thirty days after the broadcast of
     the  final  episode,  which  is  scheduled to occur in February or March of
     2006.

                                    Continued
                                       F-10

<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.

     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, our Chief Executive Officer and a former
shareholder  of  World  Golf  Florida,  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.

<PAGE>

     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  September 30, 2005 of $281,081 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."

PRIOR  BUSINESS  PLAN
---------------------

     We used to market our "Play for Pay" concept through wholesale distribution
channels  in  the  U.S.  This  concept  involved  average  golfers  playing  for
substantial prize money with full handicap. We focused on wholesale distribution
of  WGL memberships to corporate clients. We entered into a contract with Upwon,
LLC  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. We held a World Championship
Tournament  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.
The  Company's  wholesale  distributor  will  continue  to provide the Company's
brochures  through  the  end of 2005 to retail clients to be used as promotional
materials;  however,  the Company will not hold any golf tournaments for members
acquired through this distribution channel unless it is at the direction of, and
fully  paid  for  by,  the  retail  clients.  The  wholesale  distributor  will
discontinue these activities at the beginning of 2006.

NEW  BUSINESS  PLAN - THE WGL MILLION DOLLAR SHOOTOUT
-----------------------------------------------------

     We  recently  completed the taping of the first season of our reality based
television  series  entitled  "The  WGL  Million Dollar Shootout." We invited 22
players to compete for $1,000,000 in a WGL handicapped, winner takes all, event.
Participants  were chosen from an online application, however, in the future, we
may  charge  potential participants a small entrance fee to play in a qualifying
event  with  an  opportunity  to advance to The WGL Million Dollar Shootout. The
series  is  scheduled  to  begin airing on PAX television on Monday, January 23,
2006. We estimate that we need to raise $1,500,000 from debt or equity financing
or from sponsors to finish producing 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 intend to retain all rights to the
first  season;  however,  some  financial  sources have expressed an interest in
acquiring such rights in exchange for investing in the series.

     In  July  2005,  we entered into a one-year contract with John O'Hurley, to
host  the  first  season  of The WGL Million Dollar Shootout. In August 2005, we
entered into one-year contracts with Carin Koch, Fred Funk, Bernadette Luse, and
Don  Donatello.  We  may use Mr. Funk's name, image and likeness for our overall
marketing  and  promotion  of The Million Dollar Shootout and our website during
the term of his contract. Ms. Koch, Ms. Luse and Mr. Donatello will be celebrity
participants during the first season and we may also use their names, images and
likenesses  for  our  overall  marketing  and promotion and our website. Also in
August  2005,  we  entered  into  an  agreement with Paxson Productions, Inc., a
wholly  owned  subsidiary of Paxson Communications Corporation, to provide seven
one-hour  time  slots  (Mondays  7pm to 8pm Eastern and Pacific Time, 6pm to 7pm
Central  and  Mountain  Time) for the first season on its over-the-air broadcast
television stations and cable and satellite television systems reaching at least
85  million  television  households  in the United States. In September 2005, we
entered  into  a  contract  with  Mark  Calcavecchia to participate in the first
season.  Cristie  Kerr  will  also  be  a celebrity participant during the first
season. North Star Vision, Inc. was serving as the Executive Producer of The WGL
Million  Dollar  Shootout pursuant to a six-month agreement that ended on August
31, 2005.

     In  September  2005,  we  entered into an agreement with Convergence Film &
Television,  Inc.  who  is serving as our production partner for The WGL Million
Dollar  Shootout. Convergence provided the labor and equipment to tape the first
Season,  which  was  completed  during  October 2005. Mastering and delivery are
scheduled for the end of December 2005.

     In October 2005, we entered into a five-month contract with Mandalay Sports
Action  Entertainment, LLC and Ascott Group, Inc. to provide promotion and media
relation  services  for  The  WGL Million Dollar Shootout. The contract provides
that  the services may include assistance, consultation, creative, introductions
or other similar services in the following areas:

     -    Participation  in  the  on-going  development  and  enhancement of our
          sponsorship model and assistance in the exploitation of our models;
     -    Assist  us  in  the  marketing  of  The WGL Million Dollar Shootout in
          the  particular  areas  of  public  relations,  internet  and  media
          promotions and consult in our expenditure of marketing funds;
     -    Strategize  with  us  on  the  secondary  media  and  distribution
          strategies associated with The WGL Million Dollar Shootout;
     -    Facilitation  of  relationships  and  alliances  designed  to  improve
          the  visibility  and  image of The WGL Million Dollar Shootout and our
          business;
     -    Provide  introductions  and  access  to  various  relationships  and
          resources  of  Mandalay  and  Ascott,  where appropriate, based on our
          needs and goals; and
     -    Make  a  designee(s)  reasonably  available  for  meetings, conference
          calls, possible travel and other reasonable requests.

Mandaly's  fee  is  $100,000,  payable in five monthly installments from October
2005  through  February  2006.  Ascott's  fee is 30,000,000 shares of our common
stock,  which  are  required  to  be registered by us on a Form S-8 registration
statement.  The  shares  are  due  and  payable  upon   effectiveness  of  such
registration  statement.  We  will  reimburse Mandalay and Ascott for reasonable
expenses.  We  may  negotiate additional compensation or commissions to Mandalay
and  Ascott  for  developing  certain business opportunities and/or effectuating
sales. We, Mandalay or Ascott may terminate the contract on thirty calendar days
written notice or upon a material breach.

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:

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

     As  of  and  during  the  three  months  ended  September 30, 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. 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.

     Film  costs  are  capitalized  and  carried  as  an  asset.  Such costs are
amortized   using   the   individual-film-forecast  method,   whereby   periodic
amortization  is determined by multiplying the balance in unamortized film costs
by  the  ratio  that  current  period revenue bears to estimated remaining total
revenue.  Participation  costs  are  accrued  using  the same method. Publicity,
promotion, and marketing costs are charged against income as incurred.


     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 September 30, 2005 Compared to Three Months Ended
---------------------------------------------------------------------
September 30, 2004
------------------

     We  recognized  membership  fee revenue of $99,196 and $1,410 for the three
months  ended  September  30,  2005  and  September  30,  2004, respectively, an
increase  of  $97,786,  or  6,935%.  Effective  in February 2005, we changed our
business  strategy  and  began to provide membership applications to a marketing
firm  who  distributed  the  membership  applications  to corporate entities who
distributed  them to their customers. The increase in membership fee revenue was
due  to  the  wholesale sales channel, where WGL memberships were distributed by
Upwon  to be used as marketing promotional tools for its retail clients. We have
changed our business plan. We are no longer focused on wholesale distribution of
WGL  memberships to corporate clients. We are currently focused on producing The
WGL  Million  Dollar  Shootout,  a  reality-based  television  series  which  is
scheduled  to  air  on  PAX  television  starting  in  January 2006. We recently
completed the taping of the first season of the television series.

     Operating,  general  and administrative expenses decreased $98,744 (or 18%)
to  $464,608  for  the  three  months  ended  September  30,  2005,  compared to
operating,  general and administrative expenses of $563,352 for the three months
ended  September  30,  2004. The decrease in general and administrative expenses
was  due  to our change in business strategies. Our primary focus was to promote
The WGL Million Dollar Shootout reality-based television series.

     We  did  not  have  license  fee reimbursement expense for the three months
ended  September  30,  2005, as compared to license fee reimbursement expense of
$20,000 for the three months ended September 30, 2004.

     Net  operating  loss  decreased $216,530 (or 37%) to $365,412 for the three
months  ended September 30, 2005, compared to net operating loss of $581,942 for
the  three  months  ended September 30, 2004. The decrease in net operating loss
was  directly  attributable  to  the  increase in membership fee revenue and the
decrease in operating, general and administrative expenses.

     Interest  expense  increased  $321  (or  5%) to $6,940 for the three months
ended  September  30, 2005, compared to interest expense of $6,619 for the three
months ended September 30, 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.

     We  had  other  income  of  $3,131 for the three months ended September 30,
2005,  compared  to  other income of $0 for the three months ended September 30,
2004.

     Net loss decreased $219,340 (or 37%) to $369,221 for the three months ended
September  30, 2005, compared to net loss of $588,561 for the three months ended
September  30,  2004.  The decrease in net loss was directly attributable to the
increase  in  membership  fee  revenue,  the  decrease in operating, general and
administrative expenses and the increase in other income.

Nine Months ended September 30, 2005 Compared to Nine Months Ended
------------------------------------------------------------------
September 30, 2004
------------------

<PAGE>

     We  recognized  membership fee revenue of $523,948 and $49,601 for the nine
months  ended  September  30,  2005  and  September  30,  2004, respectively, an
increase  of  $474,347,  or  956%.  Effective  in  February 2005, we changed our
business  strategy  and  began to provide membership applications to a marketing
firm  who  distributed  the  membership  applications  to corporate entities who
distributed  them to their customers. The increase in membership fee revenue was
due  to  the  wholesale sales channel, where WGL memberships were distributed by
Upwon  to be used as marketing promotional tools for its retail clients. We have
changed our business plan. We are no longer focused on wholesale distribution of
WGL  memberships to corporate clients. We are currently focused on producing The
WGL  Million  Dollar  Shootout,  a  reality-based  television  series  which  is
scheduled  to  air  on  PAX  television  starting  in  January 2006. We recently
completed the taping of the first season of the television series.

     Operating,  general and administrative expenses decreased $582,102 (or 22%)
to  $2,091,142  for  the  nine  months  ended  September  30,  2005, compared to
operating, general and administrative expenses of $2,673,244 for the nine months
ended  September 30, 2004. The decrease in operating, general and administrative
expenses  was due to our change in business strategies. Our primary focus was to
promote The WGL Million Dollar Shootout reality-based television series.

     We did not have license fee reimbursement expense for the nine months ended
September  30, 2005, as compared to license fee reimbursement expense of $20,000
for the nine months ended September 30, 2004.

     Net operating loss decreased $1,076,449 (or 41%) to $1,567,194 for the nine
months  ended  September  30, 2005, compared to net operating loss of $2,643,643
for the nine months ended September 30, 2004. The decrease in net operating loss
was  directly  attributable  to  the  increase in membership fee revenue and the
decrease in operating, general and administrative expenses.

     Interest  expense  increased $7,179 (or 51%) to $21,175 for the nine months
ended  September  30, 2005, compared to interest expense of $13,996 for the nine
months ended September 30, 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.

     We  had  other  income  of  $67,861 for the nine months ended September 30,
2005, compared to other income of $0 for the for the nine months ended September
30, 2004.

     Net  loss  decreased  $1,137,131 (or 43%) to $1,520,508 for the nine months
ended September 30, 2005, compared to net loss of $2,657,639 for the nine months
ended September 30, 2004. The decrease in net loss was primarily attributable to
the  increase  in membership fee revenue, the decrease in operating, general and
administrative expenses and the increase in other income.

     We  had  an  accumulated  deficit  of  $15,025,615  as  of  September  30,
2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of September 30, 2005, total current assets were $372,266 consisting of
cash  and  cash  equivalents  of  $54,839,  accounts receivable of $94, deferred
consulting  expense  of  $292,333  and  advance  to repurchase stock of $25,000.
Deferred  consulting expense includes $83,333 for the unamortized portion of the
value  of  the  services  that  we  receive  from  Upwon  and  $209,000  for the
unamortized  portion  of the value of the services that we receive from business
consultants.

     Total  current  liabilities  were  $583,475  as  of  September  30,  2005,
consisting  of accrued liabilities of $65,797, notes payable to prize winners of
$281,081,  convertible  debenture  of $162,006, and accounts payable of $74,591.
The  notes  payable  to prize winners is in default and a person filed a lawsuit
against us in February 2005 alleging he is one of the prize winners holding such
a note in the amount of $22,500.

     We  had  negative   working  capital  of $211,209 as of September 30, 2005.

     Net  cash  used in operating activities was $575,175 during the nine months
ended  September  30, 2005, as compared to net cash used in operating activities
of $486,835 during the nine months ended September 30, 2004. The change from net
cash  used  in operating activities to net cash provided by operating activities
was due to net loss of $1,520,508 that was offset by an adjustment of $945,333.

     Net  cash  used  in  investing activities was $1,319 during the nine months
ended September 30, 2005, primarily as a result of the purchase of equipment. We
did  not  have  any  cash flows from investing activities during the nine months
ended September 30, 2004.

     Net  cash  provided  by  financing  activities was $615,960 during the nine
months  ended September 30, 2005, as compared to $432,105 during the nine months
ended  September  30, 2004. Net cash provided by financing activities during the

<PAGE>

nine  months ended September 30, 2005 consisted of proceeds from the exercise of
stock  warrants of $614,553 and an increase in notes payable to prize winners of
$1,407.  The increase in net cash provided by financing activities was primarily
attributable  to  an increase in proceeds from the exercise of stock warrants to
$614,553  during the nine months ended September 30, 2005, from $125,000 for the
nine months ended September 30, 2004.

     We  had an increase in cash and cash equivalents of $39,466 during the nine
months ended September 30, 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 DLC Capital Group, LLC ("DLC"), an accredited investor,
on  October  13, 2005 for the sale of (i) $700,000 in convertible debentures and
(ii)  warrants  to  buy  200,000,000 shares of our common stock. In addition, we
issued 22,500,000 shares of restricted stock to DLC as a commitment fee.

     DLC is obligated to provide us with  an  aggregate  of $700,000 as follows:

     -    $250,000 was disbursed on October 13, 2005;

     -    $150,000 was disbursed on October 26, 2005;

     -    $100,000  was  disbursed  upon  the  filing  of the registration
          statement;

     -    $150,000  will  be  disbursed  upon  the  earlier  of  45  days after
          filing  of  the registration statement or the registration statement
          being declared effective; and

     -    $50,000  will  be  disbursed  upon  the  effectiveness  of  the
          registration statement.

     Accordingly,  we  have  received  a  total  of  $500,000  pursuant  to  the
Securities  Purchase  Agreement.

     The  debentures  bear  interest  at  8%,  mature two years from the date of
issuance, and are convertible into our common stock, at the holder's option. The
convertible  debentures  are convertible into the number of our shares of common
stock  equal to the principal amount of the debentures divided by the conversion
price.  The conversion price for the convertible debentures is the lesser of (i)
$0.25;  (ii)  seventy  percent of the average of the five lowest volume weighted
average  prices  during the twenty trading days prior to the conversion or (iii)
seventy  percent  of the of the volume weighted average on the trading day prior
to  conversion.  Beginning in the first full calendar month after a registration
statement  covering  the  shares  underlying  the debentures and the warrants is
declared  effective,  the holder is obligated to convert at least 5% of the face
value  of the convertible debenture per calendar month into shares of our common
stock.  If  the  volume  weighted  average price is below $0.001 on a conversion
date,  we have the right to prepay the amount of the debenture the holder elects
to  convert,  plus accrued and unpaid interest, at 150% of such amount; however,
if  we  elect to prepay in this situation, the debenture holder has the right to
withdraw the notice of conversion. Also, if the volume weighted average price is
below $0.001 at any point during a month, the holder is not obligated to convert
any portion of the debenture during that month. Accordingly, there is in fact no
limit  on  the  number  of shares into which the debenture may be converted. The
warrant  is  exercisable  into 200,000,000 shares of common stock at an exercise
price of $0.0015 per share.

     The  holder  has contractually agreed to restrict its ability to convert or
exercise  its  warrants  and  receive  shares  of our common stock such that the
number  of  shares  of  common  stock  held by it and its affiliates after  such
conversion  or  exercise  does  not  exceed  4.99% for one year from the date of
issuance  of the convertible debentures and 9.99% at any time of the then issued
and outstanding shares of common stock.

     We previously 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

<PAGE>

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.  We plan to prepay the Golden
Gate debenture.

     We  believe  that  we can operate at our current level of liquidity for the
next  six  months based on our current financial situation. 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.  Except as disclosed herein, 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  September  30,  2005,  we  had continued to incur losses and had an
accumulated  deficit  of  $15,025,615.  We cannot assure you that we can achieve
profitability  on  a quarterly or annual basis in the future. Our operations are
subject to the risks and competition inherent in the establishment of a business
enterprise. There can be no assurance that future operations will be profitable.
Revenues  and  profits,  if  any,  will  depend  upon various factors, including
whether  we  will be able to generate revenue. As a result of continuing losses,
we  may  exhaust all of our resources prior to completing the development of our
products.  Additionally, as we continue to incur losses, our accumulated deficit
will continue to increase, which might make it harder for us to obtain financing
in  the  future.  We  may not achieve our business objectives and the failure to
achieve  such  goals  would  have an adverse impact on us, which could result in
reducing or terminating our operations

<PAGE>

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 $281,081 to satisfy the obligations
of our past tournament winners which obligation became due in September 2004. We
also require $1,500,000 of additional capital to fund our anticipated operations
for  the next twelve months. 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.  Except  as  disclosed  herein,  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  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. Even if we
do  receive  additional financing, it may not be sufficient to sustain or expand
our business operations.

WE  HAVE  COMMTTMENTS  AND  CONTINGENCIES  RELATED  TO  OUR CONSULTING AND OTHER
AGREEMENTS  INCLUDING  A  POTENTIAL COMMITMENT OF $1,000,000 TO THE WINNING TEAM
OF  THE  FIRST SEASON OF THE WGL MILLION DOLLAR SHOOTOUT, WHICH IF NOT SATISFIED
COULD  HAVE  A  MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND FINANCIAL CONDITION.

     We  have  entered into contracts and other agreements which will require us
to  issue  shares of our common stock or pay substantial amounts of cash. During
the three months ended September 30, 2005, we entered into consulting agreements
and  issued 33,000,000 shares and committed to issue 42,000,000 shares of common
stock  to  various  consultants  for  services  performed or to be performed. In
September 2005, we entered into an agreement with Convergence Film & Television,
Inc. who is scheduled to deliver a master of the first season of The WGL Million
Dollar  Shootout  at  the  end  of  December 2005, at which time $75,000 will be
remaining  due  to  Convergence.  In  October 2005, we entered into a settlement
agreement  with  Focus  Partners  in  the amount of $40,000, of which $20,000 is
payable  in  four  monthly installments of $5,000 beginning in October 2005, and
$20,000  is  payable in kind by the transfer and delivery of 7,500,000 shares of
our  unrestricted  stock.  We  entered  into  a  broadcasting  agreement  with a
television  network  pursuant  to  which  $68,000  is  due  on December 1, 2005,
$136,000  is  due  on  January  1, 2006, and $34,000 is due on February 1, 2006.
Pursuant  to  our agreements with the contestants in the first season of The WGL
Million  Dollar  Shootout,  we will be liable for $1,000,000 to the winning team
within  thirty days after the broadcast of the final episode, which is scheduled
to occur in February or March of 2006. There can be no assurance that we will be
able  to  satisfy  these commitments and contingencies as they become due. If we
are  unable to satisfy these commitments and contingencies when they become due,
it  could  have  a  materially  adverse  effect  on  our  business and financial
condition.

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 September 30, 2005 of $281,081 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.

OUR  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM HAS EXPRESSED SUBSTANTIAL
DOUBT  ABOUT  OUR  ABILITY  TO CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR
ABILITY  TO  OBTAIN  FUTURE  FINANCING.

     In  their report dated April 14, 2005, our independent auditors stated that
our  financial  statements  for  the  year ended December 31, 2004 were prepared
assuming that we would continue as a going concern. Our ability to continue as a
going  concern  is  an  issue raised as a result of recurring losses, a negative
working capital position and a stockholders' deficit position as of December 31,
2004.  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.

<PAGE>

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.

WE  ISSUED  A PRESS RELEASE THAT CONTAINED INACCURATE HISTORICAL INFORMATION AND
CONTAINED  FORWARD LOOKING INFORMATION PRIOR TO ISSUING THIS QUARTERLY REPORT ON
FORM 10-QSB.

     On  August  17,  2005,  we  issued a press release disclosing our operating
results  for  the quarter ended June 30 2005, prior to our independent auditor's
completed  review  of  our  financial statements for that period. As a result of
such review, we made changes to our financial statements since issuing the press
release,  which has caused the information in the press release to be inaccurate
regarding  our  assets,  liabilities,  net  loss  and general and administrative
expenses  and  the  percentage  increase  in our revenue. The press release also
contained  forward looking information regarding potential revenues from The WGL
Million  Dollar  Shootout,  future  liabilities,  potential  profitability,  and
prospects  about  our  ability  to  raise  additional  capital.  There can be no
assurance  that  we  will generate revenue from The WGL Million Dollar Shootout,
or,  if  we do generate such revenue, that we will be debt free and operating in
the  black  by the first quarter of 2006, or anytime thereafter. Also, there can
be  no assurance that we are better able to raise capital based upon our current
financial condition or operating results.

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

WE MAY HAVE INADVERTENTLY ISSUED MORE SHARES THAN WE ACTUALLY REGISTERED ON
FORMS S-8 DURING 2004 AND 2005, AND HAVE OFFERED RESCISSION ON SEVERAL
ISSUANCES.

     It  has  come  to  our attention that we may have inadvertently issued more
shares  of our common stock than we actually registered on Forms S-8 during 2004
and  2005,  which may be in violation of one or more federal or state securities
laws. We have offered rescission to consultants who we believe may have received
shares  in excess of the amount registered. We offered to pay upon tender of the
shares,  an  amount equal to the value of the consideration given for the common

<PAGE>

stock  subject to the rescission offer plus interest at the applicable statutory
rate  in  the  state  in  which the consultant resides from the date of issuance
through  the  date  the rescission offer expires less any income received by the
consultant  from  the  common stock; or if the shares of common stock subject to
the  rescission have been disposed of, the difference between 1) the amount that
would be received upon tender of the shares of common stock and 2) the aggregate
price  received  by the consultant upon disposition of the common stock plus the
amount  of any income received by the consultant from the common stock. We could
be  liable  to the consultants pursuant to the terms of our rescission offer, at
law or in equity.

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.

Risk  Related  To  Our  Pending and 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 November 7, 2005, we had 1,184,017,014 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. In November 2005, we

<PAGE>

increased  our authorized shares of common stock to 2,500,000,000 to satisfy our
obligations  under  a  second   convertible  debenture  and  warrant   financing
arrangement  that  we  entered  into  in  October 2005. We are in the process of
registering  1,022,500,000  shares  of  common  stock to satisfy our obligations
under  the second financing arrangement. 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. When registered, 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  by Golden Gate and DLC into
shares  of  our  common  stock  at  a 20% and 30% discount, respectively, 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.  Golden  Gate  and DLC 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 and
warrants,  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  Golden  Gate  and  DLC  may  not  convert the convertible
debentures  and/or  exercise  the  warrants if such conversion or exercise would
cause  Golden  Gate or DLC to own more than 4.9% of our outstanding common stock
(or,  in DLC's case, 9.99% of our outstanding common stock at any time after the
first  year  of  the  date of our agreement with DLC), these restrictions do not
prevent  Golden  Gate  or  DLC  from  converting and/or exercising some of their
holdings and then converting the rest of their holdings. In this way, they 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.

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.  We  are  in  the  process of
registering  800,000,000 shares to cover the conversion of the convertible under
our financing arrangement with DLC. 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, AND YOU COULD LOSE YOUR
ENTIRE INVESTMENT IN THE COMPANY.

<PAGE>

     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  prepaying  the  full  amount  of   the  convertible
debentures,  together with accrued interest, in accordance with the terms of the
convertible  debentures.  In October 2005, we entered into a Securities Purchase
Agreement  for  the  sale  of  an  aggregate  of  $700,000  principal  amount of
convertible  debentures. The convertible debentures are due and payable, with 8%
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 you could lose your entire investment in
the Company. Any such action would require us to curtail or cease operations.

WE CANNOT FILE A FORM S-8 REGISTRATION STATEMENT WHILE WE ARE IN THE "QUIET
PERIOD" TO SATISFY OUR OBLIGATIONS UNDER CONSULTING AGREEMENTS AND A SETTLEMENT
AGREEMENT, WHICH COULD EXPOSE US TO LAWSUITS OR OTHER LEGAL ACTION.

     We  are currently in the so-called "quiet period" and we cannot file a Form
S-8  registration  statement  for  unrestricted  shares that we are obligated to
issue  to  our  consultants  for  their  services  and  to Focus Partners LLC in
settlement of a $71,360 default judgment against us. If we are unable to satisfy
our  obligations to our consultants, they could file a lawsuit against us. If we
default  on the settlement agreement with Focus Partners LLC, they could enforce
the  default  judgment  against  us.  If  we are sued or the default judgment is
enforced against us, it will have a material adverse effect on our liquidity and
financial condition.

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 effective to
timely identify, correct and disclose information required to be included in our
SEC  reports  due  to our limited internal resources and lack of ability to have
multiple  levels  of transaction review. Through the use of external consultants
and  the  review  process, management believes that the financial statements and
other information presented in this report are correct.

     Changes   in  internal   control  over   financial  reporting.  There  were
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.


                           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 September 30, 2005 of $281,081 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

<PAGE>

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.

     On  May  20, 2005, a default judgment was entered against us in the Supreme
Court  of  The  State  of  New  York,  County of New York in a suit styled Focus
Partners  LLC  against  The  World  Golf League, Inc. Index No.: 602687/04.  The
default  judgment  was  entered  in favor of Focus Partners LLC in the amount of
$58,938  together with interest at a rate of one and one-half percent (1.5%) per
month  from  April  5,  2004  which  totaled  $11,917  and  costs of $505, or an
aggregate  of  $71,360.  We  received  notice  from  the  Circuit  Court  of the
Eighteenth  Judicial  District,  in and for Seminole County, Florida that on May
31,  2005,  the judgment was recorded in Seminole County, Florida, the county in
which  we  are  located.  On  October  20,  2005,  we  entered into a settlement
agreement  with  Focus  Partners  in  the amount of $40,000, of which $20,000 is
payable  in  four  monthly installments of $5,000 beginning in October 2005, and
$20,000  is  payable in kind by the transfer and delivery of 7,500,000 shares of
our  unrestricted  stock.  In the event that sales of the stock do not yield net
proceeds  totaling  $20,000,  we  are  obligated  to  pay the difference between
$20,000 and the net proceeds in cash within five business days of notice.  Focus
Partners  has agreed not to enforce the judgment as long as we are in compliance
with the settlement agreement.  If we default under the settlement agreement and
do  not  cure the default within five days of written notice of such default, we
will  be  required  to  pay  the full amount of the judgment, less payments made
and  net  proceeds  realized  from  the  sale  of the common stock together with
interest  from  May  20, 2005, and Focus Partners will have the right to proceed
with enforcement of the judgment.

     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.     CHANGES IN SECURITIES

     As  of September 30, 2005, We were in the process of acquiring an aggregate
of  614,602 shares of our common stock from two shareholders for an aggregate of
$25,000.  The  common stock had not been returned to the Company as of September
30,  2005.  There is no formal agreement associated with this; thus, the $25,000
was  recorded  as  an  advance. The shares were returned and canceled in October
2005.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

     Notes payable that were issued to the winners of 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  $281,081.  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 November 1, 2005, we held an annual meeting. Michael S. Pagnano and King
D. Simmons were re-elected as directors at the meeting. We do not have any other
directors.  We  filed  a  Form  8-K  on November 7, 2005 and in "Item 8.01 Other
Events"  we provided a brief description of each matter voted upon at the Annual
meeting,  the  number  of  votes  cast  for, against or withheld, as well as the
number of abstentions and broker non-votes, as to each such matter, and included
a separate tabulation with respect to each nominee for directorship.

ITEM  5.     OTHER  INFORMATION.

     On  September  29,  2005,  we  formed a wholly-owned Nevada subsidiary, WGL
Entertainment,  Inc. and transferred to this subsidiary $1,000 of cash and other
property  consisting  of  all of the tangible and intangible assets necessary to
operate The WGL Million Dollar Shootout.

<PAGE>

     On  October  13, 2005, we entered into a Securities Purchase Agreement with
DLC, for the sale of (i) $700,000 in convertible debentures and (ii) warrants to
buy  200,000,000  shares of our common stock at an exercise price of $0.0015 per
share.  In addition, we issued 22,500,000 shares of restricted common stock with
"piggy-back" registration rights to DLC as a commitment fee.

     DLC is  obligated  to  provide us with an aggregate of $700,000 as follows:

     -    $250,000 was disbursed on October 13, 2005;
     -    $150,000 was disbursed on October 26, 2005;
     -    $100,000  was  disbursed  on  November  4,  2005  after we files a
          registration statement with the SEC;
     -    $150,000  will  be  disbursed  upon  the  earlier  of  45  days  after
          filing  the registration statement or the registration statement being
          declared effective, and
     -    $50,000  will  be disbursed upon the effectiveness of the registration
          statement.

Accordingly, we have received a total of $500,000 pursuant to this financial
arrangement.

     In  August  2005,  we  cancelled  4,000,000  shares of common stock that we
issued  as  free-trading  in August 2005, as we did not believe such shares were
covered by a registration statement on Form S-8.

     On  August  17,  2005,  we  issued a press release disclosing our operating
results  for  the quarter ended June 30 2005, prior to our independent auditor's
completed  review  of  our  financial statements for that period. As a result of
such  review, we have made changes to our financial statements since issuing the
press  release,  which  has  caused  the  information in the press release to be
inaccurate  regarding  our  assets,   liabilities,  net  loss  and  general  and
administrative expenses and the percentage increase in our revenue. In addition,
there  can be no assurance that we will generate revenue from The Million Dollar
Shootout,  or,  if  we  do  generate such revenue, that we will be debt free and
operating  in  the  black  by  the first quarter of 2006, or anytime thereafter.
Also,  there  can be no assurance that we are better able to raise capital based
on our current financial condition or operating results.

     In October 2005, we completed taping seven episodes for the first season of
The  WGL Million Dollar Shootout. The series is scheduled to begin airing on PAX
television  on Monday, January 23, 2006. We will be liable for $1,000,000 to the
winning  team within thirty days after the broadcast of the final episode, which
is scheduled to occur in February or March of 2006.

     On  November  2,  2005, the Company filed a Certificate of Amendment to its
Certificate  of  Incorporation with the Delaware Secretary of State, to increase
the  authorized  shares of the Company's common stock to 2,500,000,000 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.

Related-Party Transactions
--------------------------

     In  August  2005,  the Board of Directors, via unanimous written consent to
action  without  a  meeting,  approved a bonus of $25,000 to Michael S. Pagnano,
effective September 1, 2005, and a bonus of $25,000 to him effective December 1,
2005 for his services as our Chief Executive Officer.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     a)     Exhibits

Exhibit No.    Description

3.1            Certificate  of  Amendment  to  the  Certificate  of
               Incorporation,  increasing  the authorized shares of common stock
               to  2,500,000,000,  filed with the Delaware Secretary of State on
               November 2, 2005, incorporated  by reference  to the Registrant's
               Form SB-2 filed with the Commission on November 3, 2005.

3.2            By-laws   of   the  Registrant,  as  amended,   incorporated   by
               reference  to  the  Registrant's Current Report on Form 8-K filed
               with the Commission on September 14, 2005.

4.1            Securities  Purchase  Agreement  dated  October  13, 2005 entered
               between  the  Company and DLC Capital Group, LLC, incorporated by
               reference to the Registrant's Form SB-2 filed with the Commission
               on November 3, 2005.

4.2            Convertible  Debenture  dated  October  13,  2005 entered between
               the Company and DLC Capital Group, LLC, incorporated by reference
               to  the  Registrant's  Form  SB-2  filed  with  the Commission on
               November 3, 2005.

<PAGE>

4.3            Warrant  to  Purchase   Common  Stock   dated  October  13,  2005
               issued  to  DLC  Capital Group, LLC, incorporated by reference to
               the  Registrant's Form SB-2 filed with the Commission on November
               3, 2005.

4.4            Registration  Rights  Agreement  dated  October  13, 2005 entered
               between  the  Company and DLC Capital Group, LLC, incorporated by
               reference to the Registrant's Form SB-2 filed with the Commission
               on November 3, 2005.

4.5            Amendment   to   Securities   Purchase   Agreement,   Convertible
               Debenture,  Warrant  and  Registration  Rights  Agreement,  dated
               October  27,  2005  entered  between  the Company and DLC Capital
               Group, LLC, incorporated  by reference   to the Registrant's Form
               SB-2 filed with the Commission on November 3, 2005.

5.1            Sichenzia   Ross  Friedman   Ference  LLP  Opinion  and  Consent,
               incorporated   by  reference  to the Registrant's Form SB-2 filed
               with the Commission on November 3, 2005.

23.1           Consent   of   Ham,   Langston   &   Brezina,   LLP,  Independent
               Auditors,  incorporated   by  reference  to the Registrant's Form
               SB-2 filed with the Commission on November 3, 2005.

23.2           Consent of legal counsel (see Exhibit 5.1)

31             Certificate   of  the   Chief   Executive   Officer   and   Chief
               Financial  Officer  pursuant to Section 302 of the Sarbanes-Oxley
               Act of 2002 (filed herein).

32             Certificate   of   the   Chief   Executive   Officer   and  Chief
               Financial  Officer  pursuant to Section 906 of the Sarbanes-Oxley
               Act of 2002 (filed herein).

     b)     REPORTS ON FORM 8-K

     We filed the following reports on Form 8-K during the quarter for which
this
report is filed:

     (1)  Form 8-K filed on July 12, 2005, to report the appointment of a new
          principal independent accountant.
     (2)  Form  8-K  filed  on  August  10, 2005, to report an agreement entered
          into  with  Paxson  Productions,  Inc.,  a  subsidiary  of  Paxson
          Communications  Corporation,  to  broadcast  The  WGL  Million  Dollar
          Shootout, a reality-based television program that we are producing.
     (3)  Form  8-K  filed  on  September  14,  2005,  to report an amendment to
          our  Bylaws  which  changed  the  number of holders of our outstanding
          stock  required  to  constitute  a  quorum  from  "a  majority"  to
          "one-third."

     We have filed the following report on Form 8-K after the quarter for which
this report is filed:

     (4)  Form  8-K  filed  on  November  7,  2005,  to  report  a  Securities
          Purchase  Agreement  that we entered into with DLC Capital Group, LLC,
          an  amendment  to  our  certificate  of  incorporation, as amended, to
          increase  our authorized shares of common stock and the voting results
          of our 2005 annual meeting of stockholders.

                                   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.

DATED: November 14, 2005                    By: /s/ Michael Pagnano
                                             ------------------------
                                             Michael Pagnano
                                             Chief Executive Officer and
                                             Chief Financial Officer

<PAGE>