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 June 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 [ ]

     As  of  August  18,  2005, 975,538,621 shares of Common Stock of the issuer
were  outstanding.






                          PART I. FINANCIAL INFORMATION



ITEM  1.  FINANCIAL STATEMENTS



                          THE WORLD GOLF LEAGUE, INC.





              UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 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  June  30,
    2005 and December  31,  2004                                           F-3

  Unaudited  Condensed  Consolidated Statement  of  Operations  for  the
    three months  and  six  months  ended  June  30,  2005  and  2004      F-4

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

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

Notes  to  Unaudited  Condensed  Consolidated Financial  Statements        F-7

<PAGE>

<TABLE>
<CAPTION>


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


                                                            JUNE  30,    DECEMBER  31,
                                                              2005           2004
     ASSETS                                                (UNAUDITED)      (NOTE)
---------------                                           -------------- ---------------
<S>                                                           <C>             <C>
Current assets:
  Cash and cash equivalents                               $      26,379  $       15,373
  Accounts receivable                                               358               -
  Prepaid Officer Salary                                         14,428               -
  Deferred Consulting Expense                                   310,833         200,000
  Prepaid advertising                                            10,000               -
                                                          -------------- ---------------

    Total current assets                                        361,998         215,373

Property and equipment, net                                      14,333          16,457
License fee receivable, net of current portion                        -               -
Other assets                                                      1,875          13,776
                                                          -------------- ---------------

      Total assets                                        $     378,206  $      245,606
                                                          ============== ===============


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

Current liabilities:
  Accounts payable                                        $      60,507  $       52,546
  Accrued liabilities                                            41,820         174,663
  Notes payable to prize winners                                277,601         279,674
  Deferred membership fee revenue                                     -         230,727
  Convertible debenture                                         186,000         213,000
                                                          -------------- ---------------

    Total current liabilities                                   565,928         950,610

Deferred license fee revenue, net of current portion                  -               -
                                                          -------------- ---------------

    Total liabilities                                           565,928         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; 1,200,000,000 shares
    authorized; 826,169,859 and 491,454,304 shares issued
    at June 30, 2005 and December 31, 2004 respectively; and
    823,593,042 and 488,877,487 outstanding at
    June 30, 2005 and
    December 31, 2004, respectively                             826,169         491,454
  Additional paid-in capital                                 13,742,382      12,446,556
  Unissued common stock                                          61,139          23,111
  Treasury stock, at cost, 2,576,817 shares                    (162,018)       (162,018)
  Accumulated deficit                                       (14,656,394)    (13,505,107)
                                                           -------------  --------------

    Total stockholders' deficit                                (187,722)       (705,004)
                                                           -------------  --------------

      Total liabilities and stockholders' deficit          $    378,206   $     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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004


                                    THREE  MONTHS  ENDED                SIX  MONTHS  ENDED
                                           JUNE  30,                         JUNE 30,
                                      2005           2004              2005          2004
                                 --------------  --------------    ------------   ------------
<S>                                   <C>            <C>                 <C>          <C>
Membership fee revenue          $      117,038    $     48,191     $    424,752   $    48,191
                                ---------------  --------------    ------------   ------------

  Total revenue                        117,038          48,191          424,752        48,191

Operating, general and adminis-
  trative expenses                     387,900         951,594        1,626,534     2,109,892
                                ---------------  --------------    ------------   ------------

  Net operating loss                  (270,862)       (903,403)      (1,201,782)   (2,061,701)

Other income (expense):
  Interest expense                      (7,036)         (3,668)         (14,235)       (7,377)
  Other income                          64,730               -           64,730             -
                                ---------------  --------------    -------------  ------------

    Net (loss)                  $     (213,168)   $   (907,071)    $ (1,151,287)  $(2,069,078)
                                ===============  ==============    =============  ============


Weighted average shares
  outstanding                       680,059,485     422,310,166      581,475,160   407,424,597
                                ===============  ==============    ============== ============

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 SIX MONTHS ENDED JUNE 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                       -        -  212,729,149    212,729     1,103,813     45,028           -             -    1,361,570

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

Common stock issued for
  Conversion of debentures
  And exercise of warrants       -        -  119,491,048    119,491       187,509          -           -             -      307,000

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

Net loss                         -        -            -          -             -          -           -    (1,151,287)  (1,151,287)
                         ---------  -------  -----------   ---------  -----------   --------   ----------   ------------  ----------

Balance as of June
  30, 2005               1,000,000  $1,000   826,169,859   $826,169   $13,742,382    $61,139    $(162,018)  $(14,656,394)  (187,722)
                         =========  =======  ===========   =========  ===========   =========  ===========   ============  =========
</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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004



                                                           SIX  MONTHS  ENDED
                                                                JUNE  30,
                                                       ------------------------
                                                           2005         2004
                                                       ------------  ----------
<S>                                                        <C>           <C>

Cash flows from operating activities:
  Net (loss)                                           $(1,151,287) $(2,069,078)
  Adjustment to reconcile net (loss) to net
    cash used in operating activities                      857,367    1,729,591
                                                       ------------  ----------

      Net cash used in operating activities               (293,920)    (339,487)
                                                       ------------  ----------

Cash flows from financing activities:
  Increase in payable to stockholder                             -        5,061
  Proceeds from exercise of stock warrants                 307,000            -
  Payments on notes payable to prize winners                (2,074)           -
  Net proceeds from note payable                                 -            -
  Capital contributed by stockholders                            -      120,000
  Purchase of treasury stock                                     -      (31,250)
  Cash contributed with reverse merger                           -            -
  Proceeds from exercise of stock options                        -       80,000
  Proceeds from issuance of common stock                         -       40,000
  Proceeds from issuance of convertible debentures               -      100,000
                                                       ------------  ----------

      Net cash provided by financing activities            304,926      313,811
                                                       ------------  ----------

Net increase (decrease) in cash and cash equivalents        11,006     (25,676)

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

Cash and cash equivalents, end of period               $    26,379  $    44,281
                                                       ============  ==========

Supplemental disclosure of cash flow information:

Cash paid for interest                                       7,399            -
                                                       ============  ==========

Conversion of convertible debentures to common stock        27,000            -
                                                       ============  ==========
</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  has  developed  a  "Play  for Pay" concept, whereby
     amateur  golfers  compete in various golf tournaments for an opportunity to
     win  actual prize money. The Company markets this concept through wholesale
     providers  in  the  United  States.  The  World  Golf  League, Inc. is also
     planning  to  produce  The  WGL  Million  Dollar  Shootout, a reality based
     television  series  where  5  teams  of  4  players  each  will compete for
     $1,000,000.


     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  six month periods ended June 30, 2005 and
     2004,  (b)  the financial position at June 30, 2005, and (c) cash flows for
     the six month periods ended June 30, 2005 and 2004, have been made.

     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 six month periods ended June 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 distribute 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
     are  borne  by  the corporate entity and not by the Company, revenue is now
     recognized once the application  fee  is  received.

                                    Continued
                                        7

<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
    SELECTED NOTES TO UNAUDITED CONDENSED 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 June 30, 2005, and using the treasury method, there would
     be no affect of anti-dilution based upon the market price at June 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  was no stock issued for
     compensation  under  these  provisions,  therefore no proforma presentation
     is required.


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

     As  of  and  during  the  six months ended June 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 our attempts to raise funds through debt and/or
     equity  offerings.  If  successful, these additional funds would be used to
     pay  down  liabilities and to provide working capital. In the long-term, we
     believe  that  cash  flows  from  continued  growth  in our operations will
     provide  the  resources for continued operations. There can be no assurance
     that we will have the ability to implement our business plan and ultimately
     attain  profitability.  Our  long-term  viability  as  a  going  concern is
     dependent upon three key factors, as follows:

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

     -    Our ability  to  control costs and expand revenues.

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

                                    Continued
                                        8

<PAGE>

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


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

     The  Company has incurred net losses for the six months ended June 30, 2005
     and  2004 of $1,151,287 and $2,069,078, respectively.  Despite its negative
     cash  flows  from  operations  of  $293,920 and $339,487 for the six months
     ended  June  30, 2005  and 2004, respectively, the Company has been able to
     obtain additional operating capital through private equity funding sources.
     Managements  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 Companys 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 Companys 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.


3.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

     Consulting Agreements

     The  Company  has  two  months  remaining of a consulting service agreement
     with  North Star Vision, Inc. for $10,000 cash and $10,000 in common stock.
     It  also  has  agreements  with  professional  golfers  and
     celebrities/spokespeople.

     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, of which $165,000 is
     included in deferred consulting expense.

     In  July  2005, we entered into a one-year contract with John O'Hurley, who
     will  host  the  first season of The WGL Million Dollar Shootout. In August
     2005, we  entered into one-year contracts  with 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. Mr. Funk has the option to appear
     in the show once we have  determined  the venue. 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.  We also entered  into  a  contract  with  Carin  Koch on
     similar  terms.  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.  We plan to begin
     producing the episodes in October 2005, which are scheduled to start airing
     on Monday, January 23,  2006.  We estimate that we need to raise $2,100,000
     from debt or equity financing  or  from  sponsors to produce the television
     series,  to  pay for celebrity  participation  and  to pay the prize money.
     There  can  be no assurance that  we  will  be able to raise the additional
     capital. We intend to retain all rights  to the first season; however, some
     financial sources have expressed an interest  in  exchange for investing in
     the series. As of June 30, 2005, we had spent approximately $60,000 for the
     television  series  consisting  of  $30,000  cash  and $30,000 worth of our
     common stock.

     Legal Proceeding

     In  February  2005, Nathan Bertsch, sued the Company 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, the
     Company  invited the plaintiff to  participate  in the tournament; that the
     plaintiff  entered  and participated in the tournament; that a contract was
     formed to pay the plaintiff $45,000 if he won his flight in the tournament;
     that the plaintiff won his flight; that, as a result  of  the  intervention
     of  the Florida  Attorney  General, the Company 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 in the alternative, actual
     damages of $22,500 as payment on the note plus interest at a rate of 5% per
     annum accrued thereunder.  The Company has engaged  counsel in this action.
     The  Company  is  trying  to  have  this  suit  dismissed  due  to  lack of
     jurisdiction.


4.   CHANGES IN SECURITIES
     ---------------------

     During  the six months ended June 30, 2005, the Company issued an aggregate
     of  119,491,048  shares  of  common stock for the conversion of convertible
     debentures  and  the  exercise of warrants and 219,729,149 shares of common
     stock for services.  The Company cancelled 4,504,642 shares of common stock
     during the six months ended June 30, 2005.

                                        9

<PAGE>


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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

OVERVIEW

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

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

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

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

                                       10

<PAGE>

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

     We  entered  into a Stipulated Injunction with the State of Florida, Office
of  the  Attorney  General  in  July  2003, regarding a settlement of our unpaid
obligation  to  the  winners  of the 2001 World Golf League National Tournament.
Pursuant  to  the  Stipulated  Injunction,  we  agreed that after the payment of
certain specific expenses, the Florida Attorney General would receive 60% of the
proceeds  we  receive  from  the  sale  of  our common stock by the former Novus
stockholders.  During  the fiscal year ended December 31, 2003, we paid $314,000
and executed notes payable to the winners of the 2001 World Golf League National
Tournament  for  an  aggregate  of $300,000 bearing interest at 5% per annum. In
addition,  we  paid  the Florida Attorney General $20,000 in connection with the
settlement.  The  notes  became due in September 2004, and the remaining balance
owed  as  of  June 30,  2005  of  $277,601 is in default. We plan to repay the
notes  as our cash flow permits. We have been sued by one of the note holders as
set  forth  under  "Part-II,  Other  Information,  Item  1.  Legal Proceedings."

     We  are  based  in Longwood, Florida, and market our "Play for Pay" concept
through wholesale distribution channels in the U.S. Our concept, average golfers
playing  for  substantial  prize money with full handicap, has received national
publicity  including  the  Golf  Channel,  Sports  Illustrated and several major
market  news  publications.  Participants in World Golf events have included NFL
Hall  of  Famers  Lawrence  Taylor  and  Rickey  Jackson, NHL Hall of Famer Phil
Esposito,  and  pro  golfer  Fulton  Allem.  In addition, we are planning to
produce The WGL Million Dollar Shootout, a reality-based television show where
20 players will compete for $1,000,000 in a WGL-handicapped, winner takes all
event.

WGL Memberships and National Golf Tournaments
---------------------------------------------

     We  changed  our  business  focus  from  distribution  directly  to  retail
customers  to  wholesale  distribution  of WGL memberships to corporate clients.
We  entered  into  a  contract  with Upwon, LLC ("Upwon") to give away brochures
containing  WGL  memberships  in  connection  with purchases of certain consumer
electronic  brands at major national retail outlets, and to also distribute such
brochures  within  the  leisure  cruise  industry  and  the  professional sports
industry.

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

The WGL Million Dollar Shootout
-------------------------------

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

                                       11

<PAGE>

     In  July  2005, we entered into a one-year contract with John O'Hurley, who
will  host  the first season of The WGL Million Dollar Shootout. In August 2005,
we  entered  into  one-year  contracts  with 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. Mr. Funk has the option to appear in the show once we
have  determined  the  venue.  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. We also
entered  into  a  contract  with  Carin  Koch  on  similar terms. 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.  We plan to begin producing the
episodes in October 2005, which are scheduled to start airing on Monday, January
23,  2006.  We  estimate  that  we  need to raise $2,100,000 from debt or equity
financing  or  from  sponsors  to  produce  the  television  series,  to pay for
celebrity  participation  and  to pay the prize money. There can be no assurance
that  we  will  be able to raise the additional capital. We intend to retain all
rights  to  the  first season; however, some financial sources have expressed an
interest  in  exchange  for investing in the series. As of June 30, 2005, we had
spent approximately $60,000 for the television series consisting of $30,000 cash
and $30,000 worth of our common stock.

     North  Star  Vision,  Inc.  ("North  Star")  is  currently  serving  as the
Executive  Producer  of  The WGL Million Dollar Shootout pursuant to a six-month
agreement  that  is  scheduled  to  end  on  August  31, 2005. Under the current
agreement,  North  Star receives $10,000 per month (or an aggregate of $60,000),
50%  of  which  may  be paid in equity ownership of the Company. Pursuant to the
agreement, we are responsible for pre-approved expenses incurred for third party
costs,  travel,  and entertainment. North Star is responsible for being aware of
all facets or organization and needs required to complete The WGL Million Dollar
Shootout,  establishing  a  reasonable  budget for pre-show, show, and post-show
costs  incurred  and  working  to  maintain  the  budget,  developing a timeline
necessary  to  produce  a  show  of acceptable quality, suggesting content, show
needs,  talent,  sales objectives and team members to handle such areas, working
with  hotel and golf course venues for production, acting as agent of record for
us  with  respect to The WGL Million Dollar Shootout, and working in other areas
as  they  become  available.  North  Star  is working with other individuals and
companies  regarding  syndication,  video  production,  content,  sales,  public
relations,  location organization, budgeting, talent and other areas required to
produce  The WGL Million Dollar Shootout. We and North Star plan to enter into a
new  six-month  agreement  on different terms. We entered into a confidentiality
agreement  with  Roy Hamlin, the President and CEO of North Star, to protect our
proprietary information.

OTHER EVENTS


     Effective  April  11,  2005,  we  entered into two, twelve-month consulting
agreements  with  Donson  Brooks  to  provide strategic and knowledge management
consulting  services to us in exchange for an aggregate of 110,000,000 shares of
our  common  stock  valued  at  $220,000,  of  which  $165,000  is  included  in
deferred  consulting  expense.  The  agreements  will automatically renew for an
additional three months.  Either  we  or Mr. Brooks may terminate the agreements
upon  thirty  days prior written notice to the other party after the first three
months.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

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

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

                                       12

<PAGE>

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

     As  of  and  during  the  six months ended June 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  our  attempts  to  raise  funds  through debt and/or equity offerings.
If successful, these  additional  funds  would  be  used to pay down liabilities
and to provide working  capital.  In  the  long-term, we believe that cash flows
from  continued  growth  in  our  operations  will  provide  the  resources  for
continued operations. There  can  be  no assurance that we will have the ability
to  implement  our business  plan and ultimately attain profitability. Our long-
term  viability  as  a  going  concern  is  dependent upon three key factors, as
follows:

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

     -    Our  ability  to  control  costs  and  expand  revenues.

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

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

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

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

     We  account for our stock compensation arrangements under the provisions of
Accounting  Principles  Board  ("APB")  No.  25  "Accounting for Stock Issued to
Employees".  We  provide  disclosure  in  accordance  with  the  disclosure-only
provisions  of  Statement  of  Financial  Accounting  Standard  ("SFAS") No. 123
"Accounting  for  Stock-Based  Compensation".  During  the  reporting  periods
presented, there was no stock issued for services under these provisions.

RESULTS  OF  OPERATIONS

Three  Months ended June 30, 2005 Compared to Three Months Ended June 30, 2004
--------------------------------------------------------------------------------

     We  recognized  membership  fee  revenue  of  $117,038 and $48,191 for the
three months ended June 30, 2005 and June 30, 2004, respectively, an increase of
$68,847, or 143%.  Effective in February 2005  we changed our business strategy
and began to provide membership applications to a marketing firm who distributes
the membership applications to corporate entities  who  distributes  them to its
customers. The increase in membership fee  revenue was due to the success of the
wholesale sales channel, where  WGL memberships  were distributed by Upwon to be
used as marketing promotional tools  for  its  retail  clients.

                                       13

<PAGE>

     Operating,  general and administrative expenses decreased $563,694 (or 59%)
to  $387,900  for  the  three months ended June 30, 2005, compared to operating,
general  and administrative expenses of $951,594 for the three months ended June
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
Million Dollar Shootout reality-based television series.

     Net  operating  loss  decreased $632,541 (or 70%) to $270,862 for the three
months  ended  June 30, 2005, compared to net operating loss of $903,403 for
the  three  months  ended June 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 $3,368 (or 92%) to $7,036 for the three months
ended  June  30,  2005,  compared  to  interest expense of $3,668 for the three
months  ended  June  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 $64,730 for the three months ended  June  30,  2005,
compared to other income of $0 for the for the three months ended June 30, 2004.

     Net loss decreased $693,903 (or 76%) to $213,168 for the three months ended
June  30, 2005, compared to net loss of $907,071 for the three months ended June
30, 2004. The decrease in net loss was primarily attributable to the increase in
membership fee revenue and the decrease in operating, general and administrative
expenses and the increase in other income.

Six Months ended June 30, 2005 Compared to Six Months Ended June 30, 2004
-------------------------------------------------------------------------

     We  recognized  membership  fee revenue of $424,752 and $48,191 for the six
months  ended  June  30,  2005  and  June 30, 2004, respectively, an increase of
$376,561, or 781%. Effective in February  2005  we changed our business strategy
and began to provide membership applications to a marketing firm who distributes
the membership applications to corporate  entities  who  distributes them to its
customers. The increase in membership  fee revenue was due to the success of the
wholesale sales channel, where  WGL  memberships  were  distributed  by Upwon to
be used as marketing promotional tools for its retail clients.

     Operating,  general and administrative expenses decreased $483,358 (or 23%)
to  $1,626,534  for  the  six months ended June 30, 2005, compared to operating,
general  and administrative expenses of $2,109,892 for the six months ended June
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
Million Dollar Shootout reality-based television series.

     Net  operating  loss  decreased $859,919 (or 42%) to $1,201,782 for the six
months ended June 30, 2005, compared to net operating loss of $2,061,701 for the
six  months ended June 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  $6,858 (or 93%) to $14,235 for the six months
ended  June  30, 2005, compared to interest expense of $7,377 for the six months
ended  June  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 $64,730 for the six months ended  June  30,  2005,
compared to other income of $0 for the for the six months ended June 30, 2004.

     Net loss decreased $917,791 (or 44%) to $1,151,287 for the six months ended
June  30, 2005, compared to net loss of $2,069,078 for the six months ended June
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  $14,656,394  as  of  June  30, 2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of June 30, 2005, total current assets were $361,998 consisting of cash
and  cash  equivalents  of $26,379, accounts receivable of $358, prepaid officer
salary  of  $14,428,  deferred  consulting  expense  of  $310,833,  and  prepaid
advertising  of  $10,000.  Deferred consulting expense includes $145,833 for the
unamortized  portion of the value of the services  that we receive from Upwon to
distribute  our  membership  applications  to  retail  and corporate clients and
$165,000  for  the  unamortized  portion  of  the  value of the services that we
receive  from  a  business  consultant  for  strategic  and knowledge management
consulting services. We made prepayments  of  salary to our CEO during the three
months ended June 30 2005.

     Total  current liabilities were $565,928 as of June 30, 2005, consisting of
notes  payable  to prize winners of $277,601, convertible debenture of $186,000,
accounts  payable  of  $60,507  and  accrued  liabilities  of $41,820. The notes
payable  to  prize winners is in default and a person filed a lawsuit against us
in  February 2005 alleging that they are one of the prize winners holding such a
note in the amount of $22,500.

     We  had  negative  net  working  capital  of $203,930 as of June 30, 2005.

     Net  cash  used  in operating activities was $293,920 during the six months
ended  June  30,  2005, as compared to $339,487 during the six months ended June
30,  2004.  Net  cash  used  in  operating  activities  was  due  to net loss of
$1,151,287 that was offset by an adjustment of $857,367.

     We did not have any cash flows from investing activities during the  six
month period ended June 30, 2005, or the six month period ended June 30, 2004.

     Net  cash  provided  by  financing  activities  was $304,926 during the six
months  ended June 30, 2005, as compared to $313,811 during the six months ended
June  30,  2004. Net cash provided by financing activities during the six months
ended June 30, 2005 consisted of proceeds from the exercise of stock warrants of
$307,000  which  was  offset  by  payments  on notes payable to prize winners of
$2,074.

                                       14

<PAGE>


     We  had  an increase in cash and cash equivalents of $11,006 during the six
months  ended  June 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 Golden Gate Investors, Inc. ("Golden Gate Investors"),
an  accredited  investor,  on  June  4,  2004  for  the  sale of (i) $250,000 in
convertible  debentures  and (ii) warrants to buy 2,500,000 shares of our common
stock.  Pursuant  to a registration statement on Form SB-2 (333-117682) declared
effective  with  the  Securities  and  Exchange  Commission  (the  "SEC"  or the
"Commission") on August 5, 2004, we registered 62,000,000 shares of common stock
underlying  the  convertible  debentures  and  2,500,000  shares of common stock
underlying  the  warrants.  Pursuant  to  a  registration statement on Form SB-2
(333-122513),  as amended, declared effective with the SEC on February 14, 2005,
we  registered  an  additional 550,000,000 shares of common stock underlying the
convertible  debentures.

     The  debentures  bear  interest  at  7%,  mature two years from the date of
issuance,  and  are  convertible  into  our  common  stock,  at  the  selling
stockholder's option. The convertible debentures are convertible into the number
of  our  shares  of common stock equal to the principal amount of the debentures
being  converted  multiplied  by  11,  less  the product of the conversion price
multiplied by ten times the dollar amount of the debenture. The conversion price
for  the  convertible  debenture  is  the  lesser  of  (i)  $0.25  or  (ii)  75%
of  the  average  of  the  five lowest volume weighted average prices during the
twenty  (20) trading days prior to the conversion. Accordingly, there is in fact
no  limit  on the number of shares into which the debenture may be converted. In
addition,  the  selling  stockholder  is  obligated  to  exercise  the  warrant
concurrently  with  the  submission  of  a  conversion  notice  by  the  selling
stockholder. The warrant is exercisable into 2,500,000 shares of common stock at
an exercise price of $1.00 per share.

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

     Golden  Gate  Investors  has  further  contractually agreed to restrict its
ability  to  convert the debenture or exercise their warrants and receive shares
of our common stock such that the number of shares held by Golden Gate Investors
and its affiliates after such conversion or exercise does not exceed 4.9% of the
then  issued and outstanding shares of our common stock. As of June 30, 2005, we
had  issued  an aggregate of 119,491,048  shares  of  our  common stock upon the
conversion of debentures and the simultaneous exercise of warrants.

                                       15

<PAGE>

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

OFF-BALANCE  SHEET  ARRANGEMENTS

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

RISK FACTORS

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

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

     As  of  June  30, 2005, we continued to incur losses and had an accumulated
deficit  of  $14,656,394. If revenues grow more slowly than we anticipate, or if
operating expenses exceed our expectations or cannot be adjusted accordingly, we
will  continue  to  incur  losses.  Our  possible  success is dependent upon the
successful  development  and marketing of our services and products, as to which
there  is  no assurance. Any future success that we might enjoy will depend upon
many  factors, including factors out of our control or which cannot be predicted
at  this  time.  These  factors  may  include  changes in or increased levels of
competition, including the entry of additional competitors and increased success
by  existing  competitors,  changes in general economic conditions, increases in
operating  costs,  including costs of supplies, personnel and equipment, reduced
margins  caused by competitive pressures and other factors. These conditions may
have  a  materially  adverse effect upon us or may force us to reduce or curtail
operations.  As  discussed below, we also require additional capital in order to
implement  our  business  plan  without regard to our financing arrangement with
Golden  Gate  Investors. In the event that we cannot obtain additional financing
or  our  financing arrangement with Golden Gate Investors is terminated, or does
not result in adequate capital, there can be no assurance that financing will be
available  in  amounts or on terms acceptable to us, if at all. The inability to
obtain  sufficient funds from operations or external sources would require us to
curtail or cease operations.

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

     It  is  imperative that we raise additional capital to stay in business. We
require  additional capital of approximately $277,601 to satisfy the obligations
of our past tournament winners which obligation became due in September 2004. We
also require $2,100,000 of additional capital in order to implement our business
plan.  We  believe that we can operate at our current level of liquidity for the
next  six  months  based  on  our  current  financial situation. Assuming future
conversions  of  the  convertible  debentures  and  the simultaneous exercise of
warrants  pursuant  to  the  Securities  Purchase Agreement with Golden Gate, we
believe that we can operate for the next twenty-four months. We are taking steps
to  raise  additional debt or equity capital. There can be no assurance that any
new  capital  will be available to us or that adequate funds for our operations,
whether  from  our  revenues,  financial  markets, or other arrangements will be
available  when  needed or on terms satisfactory to us. Any additional financing
may  involve  dilution to our then-existing shareholders. At this time, no other
additional financing has been secured or identified. We have no commitments from
officers, directors or affiliates to provide funding. If we are unable to obtain
debt  and/or  equity financing upon terms that our management deems sufficiently
favorable, or at all, it would have a materially adverse impact upon our ability
to pursue our business strategy and maintain our current operations.

                                       16

<PAGE>

WE  MAY  NOT  BE  ABLE  TO  OBTAIN SPONSORSHIP OR OTHER SOURCES OF FUNDING FOR
THE WGL MILLION  DOLLAR  SHOOTOUT OR SATISFY THE NETWORKS DELIVERY REQUIRMENTS.

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

WE  MAY  NOT  BE  ABLE  TO  GENERATE REVENUE FROM THE MILLION DOLLAR SHOOTOUT AS
PROJECTED  IN  OUR  PRESS RELEASES WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     Our  projections  of  revenue  from  The  Million  Dollar  Shootout that we
included  in  certain press releases may not be realized.  We have disclosed our
basis for these projections in this report in "Item 5. Other Information." On an
on-going  basis, we evaluate our projections. We base our projections on various
assumptions that we believe to be reasonable; however, there can be no assurance
that  our  projections  will  be accurate.  Actual results may differ from these
projections.  If  our  projections  are  not  accurate, it could have a material
adverse effect on our financial condition and results of operations.

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

     We  entered  into a Stipulated Injunction with the State of Florida, Office
of  the  Attorney  General  in  July  2003, regarding a settlement of our unpaid
obligation  to  the  winners  of the 2001 World Golf League National Tournament.
During the fiscal year ended December 31, 2003, we executed notes payable to the
winners  of  the  2001 World Golf League National Tournament for an aggregate of
$300,000  bearing  interest  at  5% per annum. The notes became due in September
2004,  and  the  remaining  balance  owed as of June 30, 2005 of $277,601 is in
default.  As  discussed under the heading in "Part II-Other Information, Item 1.
Legal  Proceedings,"  one  of  the winners has sued us regarding his note. Other
plaintiffs  may file lawsuits against us regarding the notes. If this plaintiff,
or other plaintiffs who may sue us, are successful on the merits of their cases,
it  could  have  a material adverse effect on our financial condition, liquidity
and  results  of  operations.

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

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

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

     As  of  and during the six months ended June 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. Our ability to continue as a
going  concern  is  an  issue raised as a result of our negative cash flows from
operations,  recurring  losses, a negative working capital position, accumulated
deficit and a stockholders' deficit position as of June 30, 2005. We continue to
experience  net losses. Our ability to continue as a going concern is subject to
our  ability  to  generate a profit and/or obtain necessary funding from outside
sources, including obtaining additional funding from the sale of our securities,
increasing  sales  or  obtaining  loans  and  grants  from  various  financial
institutions  where possible. Our continued net losses and stockholders' deficit
increases  the  difficulty  in meeting such goals and there can be no assurances
that such methods will prove successful.

                                       17

<PAGE>

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

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

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

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

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

     Our  success will depend on our ability to expand and manage our operations
and  facilities.  There  can  be no assurance that we will be able to manage our
growth,  meet  the staffing requirements for current or additional collaborative
relationships  or  successfully  assimilate  and train new employees, if any. 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 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.  The
press  release  also  contained  forward looking information regarding potential
revenues  from  The  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 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.

OUR  DISCLOSURE  CONTROLS  AND  PROCEDURES  ARE  INADEQUATE AND WE HAVE MATERIAL
WEAKNESSES IN OUR INTERNAL CONTROLS OVER FINANCIAL REPORTING.

     We  have  determined  that  our  disclosure  controls  and  procedures  are
inadequate  and  that we have material weaknesses in our  internal controls over
financial  reporting.  During  the  review  of  our  financial statements by our
principal  independent  accountant,  they discovered that certain agreements and
other documentation did not support general ledger accounts and where not always
in agreement with the general ledger balances or were recorded incorrectly. This
caused numerous adjusting entries to be recommended by our principal independent
accountant to the final general ledger, which caused us to be untimely in filing
this  quarterly  report on Form 10-QSB for the quarter ended June 30, 2005, even
after requesting an extension of time to file this report.

                                       18

<PAGE>

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

WE ARE IN THE PROCESS OF DETERMINING WHETHER WE INADVERTENTLY ISSUED MORE SHARES
THAN  WE ACTUALLY REGISTERED ON FORMS S-8 DURING 2004 AND 2005, AND IF SO WHICH,
IF ANY, SECURITIES LAWS WE MAY HAVE VIOLATED.

     It has recently 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 a violation of one or more federal securities laws
or  other  potential violations. We are in the process of determining whether or
not  there  has  been such an over-issuance, and if so, what securities laws may
have been violated.

     We are analyzing steps to correct or cure such potential violations, but we
provide  no  assurance  that such steps will be taken or if such steps are taken
that such violations will be cured and not result in penalties to us.

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 is
considered  a  penny  stock.  The Commission's Rule 15g-9 regarding penny stocks
impose additional sales practice requirements  on  broker-dealers  who sell such
securities  to persons other than established customers and accredited investors
(generally persons with net worth in  excess  of  $1,000,000 or an annual income
exceeding $200,000 or $300,000 jointly  with  their  spouse).  For  transactions
covered  by  the  rules,  the broker-dealer  must  make  a  special  suitability
determination for the purchaser and  receive  the  purchaser's written agreement
to  the  transaction prior to the sale.  Thus,  the  rules affect the ability of
broker-dealers to sell our common stock  should  they  wish  to do so because of
the  adverse  effect that the rules have  upon liquidity of penny stocks. Unless
the  transaction  is  exempt under the rules,  under  the Securities Enforcement
Remedies and Penny Stock Reform Act of 1990,  broker-dealers  effecting customer
transactions  in  penny  stocks  are required  to  provide  their customers with
(i)  a  risk  disclosure  document;  (ii)  disclosure  of  current  bid  and ask
quotations  if any; (iii) disclosure of the compensation  of  the  broker-dealer
and  its sales personnel in the transaction; and (iv) monthly account statements
showing the market value of each penny stock held  in the customer's account. As
a  result of the penny stock rules the market liquidity for our common stock may
be  adversely affected by limiting the ability of  broker-dealers  to  sell  our
common  stock  and  the ability of purchasers to resell  our  common  stock.  In
addition,  various  state  securities laws impose restrictions  on  transferring
"penny stocks" and as a result, investors in our common  stock  may  have  their
ability to sell their shares of the common stock impaired.

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

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

                                       19

<PAGE>

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

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

     As of August 18, 2005, we had 975,538,621 shares of common stock issued and
outstanding. We have registered the resale of 612,000,000 shares of common stock
for  issuance under convertible debentures and the resale of 2,500,000 shares of
common  stock  issuable upon exercise of warrants. However, the number of shares
of  common  stock  issuable  upon  conversion  of  the  outstanding  convertible
debentures  may  increase  if the market price of our stock declines. During the
three  months  ended  June  30, 2005, we issued shares of our common stock  upon
the  conversion  of  convertible  debentures  and  the  simultaneous exercise of
warrants.  All  of  the  shares,  including  all  of  the  shares  issuable upon
conversion  of  the  debentures  and  upon exercise of our warrants, may be sold
without  restriction.  The  sale of these shares may adversely affect the market
price of our common stock.

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

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

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

     The  convertible debentures are convertible into shares of our common stock
at  a  25%  discount  to  the  trading  price  of  the common stock prior to the
conversion.  The  significant downward pressure on the price of the common stock
as  the  selling stockholder converts and sells material amounts of common stock
could  encourage  short  sales  by  investors. This could place further downward
pressure  on  the  price of the common stock. The selling stockholder could sell
common  stock  into  the  market  in  anticipation of covering the short sale by
converting  their securities, which could cause the further downward pressure on
the stock price. In addition, not only the sale of shares issued upon conversion
or  exercise  of  debentures, warrants and options, but also the mere perception
that  these  sales  could  occur,  may  adversely affect the market price of the
common stock.

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

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

                                       20

<PAGE>

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

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

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

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

ITEM 3.     CONTROLS AND PROCEDURES.

     Evaluation  of  disclosure  controls  and  procedures.  Our Chief Executive
Officer  and  Chief Financial Officer, after evaluating the effectiveness of our
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of  1934  Rules  13a-15(e) and 15d-15(e)) as of the end of the period covered by
this  quarterly  report  (the  "Evaluation  Date"), has concluded that as of the
Evaluation  Date, our disclosure controls and procedures were inadequate.  In an
attempt  to correct this issue, we have hired  a local accounting firm to assist
us  in  recording, processing, summarizing and reporting information required to
be disclosed by us in the reports that we file or submit under the Exchange Act.

     Changes  in  internal  control  over  financial  reporting.  There  were no
significant  changes in our internal control over financial reporting during our
most recent fiscal quarter that materially affected, or are reasonably likely to
materially  affect,  our  internal  control  over  financial reporting; however,
certain internal control matters were noted that require corrective actions.


     Internal controls considered to be a material weakness in the quarter ended
June 30, 2005 are as follows:

     -  Certain  agreements  and  other  documentation  did  not support general
        ledger  accounts  and  where  not  always  in agreement with the general
        ledger  balances  or  were  recorded  incorrectly.  This caused numerous
        adjusting  entries  to  be  recommended  by  our  principal  independent
        accountant to the final general ledger.

These  issues caused significant delays in producing financial statements at the
end of the accounting period and will continue to cause delays, as well as allow
for  possible irregularities, including any fraud, to exist and continue without
notice.

     We   are  continuing the process of identifying and implementing corrective
actions  identified  to  improve  the  design  and effectiveness of our internal
controls, including enhancement of procedures.  Significant additional resources
will  be  required to establish and maintain appropriate controls and procedures
and to prepare the required financial and other information during this process.

     Even  after  corrective actions have been implemented, the effectiveness of
our  controls  and  procedures  may  be limited by a variety of risks including:

     -  faulty human judgment and simple errors, omissions or mistakes;

     -  collusion of two or more people;

     -  inappropriate management override of procedures; and

     -  risk that enhanced controls and procedures may still not be adequate to
        assure timely and reliable financial information.

     If we fail to have effective internal controls and procedures for financial
reporting  in place, we could be unable to provide timely and reliable financial
information.

     We  are  in the process of attempting to address and eliminate the material
weaknesses  in  our  internal controls and procedures.  We have hired an outside
local  accounting  firm  to  assist us in recording, processing, summarizing and
reporting information required to be disclosed by us in the reports that we file
or submit under the Exchange Act.

                                       21

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                           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 June 30, 2005 of $277,601 is in default. We plan to
repay the notes as our cash flow permits. One of the winners has filed a lawsuit
against us, as discussed below.

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

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

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

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

None.

                                       22

<PAGE>

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

     Notes  payable  that  were issued to the winners of the our 2001 World Golf
League  National  Tournament, which bear interest at 5% per annum, became due on
September  16,  2004,  and  have  not been paid as of the filing of this report.
Pursuant  to  the  terms  of  the notes, we are in default for non-payment of an
aggregate  principal  amount  of  $277,601.  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.

None.

ITEM  5.     OTHER  INFORMATION.

     In April 2005, we terminated consulting agreements with four individuals to
whom we had previously issued shares covered by a registration statement on Form
S-8,  Securities  and  Exchange  Commission  File  Number  333-122807, and, as a
result,  we cancelled an aggregate of 77,535,376 of their shares. The shares are
treated as never having been issued in the accompanying financial statements.

     Effective  April  11,  2005,  we  entered into two, twelve-month consulting
agreements  with  Donson  Brooks  to  provide strategic and knowledge management
consulting  services to us in exchange for an aggregate of 110,000,000 shares of
our  common  stock  valued  at  $220,000,  of  which  $165,000  is  included  in
deferred  consulting  expense.  The  agreements  will automatically renew for an
additional three months.  Either  we  or Mr. Brooks may terminate the agreements
upon  thirty  days prior written notice to the other party after the first three
months.

     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.

     During  the  three  months  ended  June  30,  2004, we issued various press
releases  regarding  the  revenue  that  we  expect to generate from The Million
Dollar  Shootout. We estimate that we may earn $2.5 million for the first season
consisting  of  the  sale  of  103 minutes of advertising at $12,000 per minute,
$100,000  of  sponsorship  for each of the five teams that will compete, and the
remainder  from  various  other sponsorship, brand placement and the sale of the
registrant  database.  Licensing  rights for The Million Dollar Shootout and our
ability  to  sell the rights to a major network will be based on the success, if
any,  of  the  first  season.  We estimate that we could receive from $15 to $25
million  for  a  two-year  license with a major network in the United States. We
plan  to  retain  the foreign licensing rights.  See "Risk Factors" in "Part I.,
Item 2., Management's Discussion and Analysis or Plan of Operation."

     In  June  2005,  we  issued  a press release stating that we had received a
financing  commitment  of  up  to  $3,000,000  for the production of The Million
Dollar  Shootout  that  would  be  available beginning August 1, 2005.  We never
received a firm commitment for the financing; however, we were and still are, in
discussion with private investors for the financing.

     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.

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

     During  the  six  months  ended  June  30,  2005,  Mike  Pagnano, our Chief
Executive  Officer,  received  a  prepayment  of  compensation  in the amount of
$14,428 which we have included on our balance sheet as prepaid officer salary.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     a)     Exhibits

Exhibit
No.         Description

10.1(1)     Agreement with Paxson Productions, Inc.
10.2(1)     Personal Service Contract with John O'Hurley
10.3*       Consulting Services Agreement with Upwon LLC dated February 10, 2005
10.4*       Executive Employment Agreement with Michael S. Pagnano
10.5*       Consulting Services Agreement with Upwon LLC dated June 4, 2004
10.6*       Consulting Agreement with Donson Brooks for 90,000,000 shares
            effective April 11, 2005
10.7*       Consulting Agreement with Donson Brooks for 20,000,000 shares
            effective April 11, 2005
16.1(2)     Letter from Ham, Langston & Brezina, L.L.P. dated June
            27, 2005
31*         Certificate of the Chief Executive Officer and Chief
            Financial Officer pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002
32*         Certificate of the Chief Executive Officer and Chief
            Financial Officer pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

(1)  Filed as exhibits 10.1 and 10.2, respectively, on Form 8-K on August 10,
     2005, and incorporated herein by reference.
(2)  Filed as exhibit 16.1 on Form 8-K on June 27, 2005, and incorporated
     herein by reference.

* Filed Herein.

     b)     REPORTS ON FORM 8-K

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

     (1)  Form 8-K filed on June 27, 2005, to report the resignation of our
          principal independent accountant.
     (2)  Form 8-K filed on July 12, 2005, to report the appointment of a new
          principal independent accountant.

     Subsequent  to  the  quarter  for  which this report is filed, we filed one
report  on  Form  8-K  to  report our agreement with Paxson Productions, Inc. to
provide exclusive time slots for a reality-based television show that we plan to
produce and our agreement with John O'Hurley who will host the show.

                                   SIGNATURES

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


                                   THE WORLD GOLF LEAGUE, INC.

                                   By: /s/ Michael Pagnano
                                       -------------------------------
                                   Name:  Michael Pagnano
                                   Title: Chief Executive Officer and
                                          Chief Financial Officer
                                   Date:  August 25, 2005

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