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

                                  Form 10-QSB

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

                For the quarterly period ended September 30, 2006

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

        For the transition period from   _______________ to ____________

                        Commission file number: 000-49756

                        WGL ENTERTAINMENT HOLDINGS, INC.
                  ---------------------------------------------
                 (Name of small business issuer in its charter)

             Delaware                                 98-0201235
     ---------------------                      ----------------------
(State  or  other  jurisdiction  of                (I.R.S.  Employer
 incorporation  or  organization)                Identification  No.)


                          963 HELMSLEY COURT, UNIT 107
                            LAKE MARY, FLORIDA 32746
                    -----------------------------------------
                     (Address of principal executive office)


                           THE WORLD GOLF LEAGUE, INC.
                  ---------------------------------------------
                                  (Former Name)


                                 (407) 328-8538
                             ----------------------
                           (Issuer's telephone number)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     As  of  November 15, 2006, there were 4,522,805,663 shares of common stock,
$0.001  par  value,  outstanding  ("Common  Stock").

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

     Transitional  Small  Business Disclosure Format (Check one). Yes [ ] No [X]

<PAGE>

                                      INDEX
                                                                          PAGE
                          PART I. FINANCIAL INFORMATION

Item 1   Financial Statements

         Consolidated Balance Sheets as of September 30, 2006
         (unaudited) and December 31, 2005                                  3

         Consolidated Statements of Operations for the Three and
         Nine Months Ended September 30, 2006 and 2005 (unaudited)          4

         Statement of Stockholders Equity Deficit (Unaudited)               5

         Condensed Consolidated Statements of Cash Flow for the
         Nine Months Ended September 30, 2006 and 2005 (unaudited)          7

         Notes to Unaudited Consolidated Financial Statements               8

Item 2   Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                             12

Item 3   Controls and Procedures                                           44

                           PART II. OTHER INFORMATION

Item 1   Legal Proceedings                                                 45

Item 2   Changes in Securities and Use of Proceeds                         45

Item 3   Defaults Upon Senior Securities                                   46

Item 4   Submission of Matters to a Vote of Security Holders               46

Item 5   Other Information                                                 46

Item 6   Exhibits                                                          47

         SIGNATURES                                                        50

<PAGE>

PART I - FINANCIAL INFORMATION

                        WGL ENTERTAINMENT HOLDINGS, INC.
                     (FORMERLY THE WORLD GOLF LEAGUE, INC.)
                                   FORM 10-QSB
                    FOR THE QUARTER ENDED September 30, 2006

Item 1          Financial Statements

<TABLE>
<CAPTION>
                        WGL ENTERTAINMENT HOLDINGS, INC.
                     (FORMERLY THE WORLD GOLF LEAGUE, INC.)
                          CONSOLIDATED BALANCE SHEETS
                                   Unaudited

                                                September 30,          December 31,
                                                    2006                   2005
                                              ----------------     -------------------
<S>                                                  <C>                     <C>
                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                   $     15,942           $          -
   Prepaid expenses                                  80,849                      -
   Advance to repurchase stock                            -                 37,500
                                              ----------------     -------------------
TOTAL CURRENT ASSETS                                 96,791                 37,500
OTHER ASSETS
   Deposits                                           1,875                  1,875
   Fixed Assets, net of accumulated
   depreciation of $13,331 and
   $13,278, respectively                             12,505                 14,476
   Capitalized Film Production Cost                 679,927                642,349
                                              ----------------     -------------------
TOTAL ASSETS                                   $    791,098           $    696,200
                                              ================     ===================

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable                            $     88,573           $    125,694
   Bank Overdraft                                         -                 10,738
   Accrued liabilities                              111,629                 81,205
   Notes payable to prize winners                   277,081                281,081
   Advance from related party                       354,532                 20,000
   Convertible debenture, net of discount of
   $236,924 and $604,317 as of September 30, 2006
   and December 31, 2005, respectively              175,512                199,456
   Convertible debenture derivative liability       636,282              1,637,344
                                              ----------------     -------------------
Total current liabilities                         1,643,609              2,355,518

LONG TERM LIABILILITIES

   Convertible debenture , net of discount of
    $148,502 and $0 as  of September 30, 2006 and
    December 31, 2005, respectively                  41,498                      -
   Convertible debenture derivative liability       105,268                      -
                                              ----------------     -------------------
Total liabilities                                 1,790,375              2,355,518
                                              ----------------     -------------------

STOCKHOLDERS' DEFICIT
   Series A preferred stock, $0.001 par value
   per share; 10,000,000 shares authorized;
   10,000,000 and 1,000,000 shares issued at
   September 30, 2006 and December 31, 2005,
   respectively                                      10,000                  1,000

   Common stock, $0.001 par value per share;
   10,000,000,000 shares authorized;
   2,906,805,663 and 1,280,689,054 shares issued
   and outstanding at September 30, 2006 and
   December 31, 2005, respectively                2,906,805              1,280,689
   Additional paid-in capital                    16,226,944             14,308,928
   Unissued common stock                             61,139                 61,139
   Treasury Stock, at cost 2,576,817 shares        (162,018)              (162,018)
   Accumulated deficit                          (20,042,147)           (17,149,056)
                                              ----------------     -------------------
Total stockholders' deficit                        (999,277)            (1,659,318)
                                              ----------------     -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $    791,098           $    696,200
                                              ================     ===================
</TABLE>
                 See Notes to Consolidated Financial Statements

                                        3
<PAGE>


<TABLE>
<CAPTION>
                              WGL ENTERTAINMENT HOLDINGS, INC.
                           (FORMERLY THE WORLD GOLF LEAGUE, INC.)
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (Unaudited)

                                     For the Three Months Ended     For the Nine Months Ended
                                             September 30,                September 30,
                                                        2005                            2005
                                        2006         (Restated)         2006         (Restated)
                                   ---------------  -------------  --------------   --------------
<S>                                     <C>              <C>            <C>              <C>
Membership fee revenue             $            -   $     99,196   $       11,097   $    523,948

Operating, general and
 Administrative expenses               (1,068,404)      (464,608)      (2,570,660)    (2,091,142)
                                   ---------------  -------------  --------------   --------------

Net loss form operations               (1,068,404)      (365,412)      (2,559,563)    (1,567,194)

OTHER INCOME (EXPENSES)
 Interest expense                         (66,079)       (28,618)        (599,924)       (67,272)
 Gain/Loss on debt Extinguishment         180,113                         180,113
 Gain/(Loss) on Derivative
 Liability                                188,046         95,956           47,625        (17,233)
 Other income                               2,919          3,131           38,861         67,861
 Other Expenses                                 -              -             (203)             -
                                   ---------------  -------------  --------------   --------------

NET LOSS                           $     (766,324)  $   (294,943)  $   (2,893,091)  $ (1,583,838)
                                   ===============  =============  ==============   ==============
BASIC AND DILUTED WEIGHTED
AVERAGE NUMBER OF SHARES
OUTSTANDING                         2,612,892,296    954,829,153    2,215,212,831    706,425,710
                                   ===============  =============  ==============   ==============

TOTAL BASIC AND DILUTED NET
LOSS PER SHARE                     $        (0.00)  $      (0.00)  $        (0.00)  $      (0.00)
                                   ===============  =============  ==============   ==============
</TABLE>

                 See Notes to Consolidated Financial Statements

                                        4
<PAGE>

<TABLE>
<CAPTION>
                                                 WGL ENTERTAINMENT HOLDINGS, INC.
                                             (FORMERLY THE WORLD GOLF LEAGUE, INC.)
                                            STATEMENT OF STOCKHOLDERS EQUITY DEFICIT
                                                           (Unaudited)

                                                                  Additional  Unissued
                                                                    Paid-in    Common    Treasury    Accumulated       Total
                    Preferred Stock             Common Stock        Capital     Stock      Stock       Deficit        Deficit
                   Shares     Amount       Shares        Amount
<S>                 <C>        <C>          <C>            <C>        <C>        <C>        <C>         <C>            <C>
Balance as of
December31,2005   1,000,000  $ 1,000  1,280,689,054   $1,280,689   14,308,928   $61,139  $(162,018)  $(17,149,056)  $(1,659,318)

Common stock
issued for
services                                 74,139,792       74,140      (11,392)                                           62,748

Common stock
issued for
conversion of
debentures and
exercise of
warrants                                905,304,904      905,305     (392,949)                                          512,356

Reduction in
derivative
liability for
conversion of
debenture and
exercise of
warrants                                                              898,107                                           898,107

Net Loss                                                                                                 (673,135)     (673,135)
                  --------------------------------------------------------------------------------------------------------------
Balance as of
March 31, 2006    1,000,000    1,000  2,260,133,750    2,260,134   14,802,694    61,139   (162,018)   (17,822,191)     (859,010)
                  ==============================================================================================================
Common stock
issued for
conversion of
debentures and
exercise of
warrants                                141,400,000      141,400      (73,661)                                           67,739

                                        5
<PAGE>

Common stock
issued for
private
placement                                58,460,543       58,460      (38,000)                                           20,460

Common stock
issued for
commitment fee                           40,000,000       40,000      (24,000)                                           16,000

Preferred stock
issued for
services          4,000,000    4,000                                  956,000                                           960,000

Reduction in
derivative
liability for
conversion of
debenture                                                              37,972                                            37,972

Net Loss                                                                                               (1,453,632)   (1,453,632)
                  --------------------------------------------------------------------------------------------------------------
Balance as of
June 30,2006      5,000,000    5,000  2,499,994,293    2,499,994   15,661,005    61,139   (162,018)   (19,275,746)   (1,210,703)
                  ==============================================================================================================
Common stock
issued for
services                                380,000,000      380,000     (266,000)                                          114,000

Common stock
issued for
conversion of
debts                                    27,500,000       27,500      (13,750)                                           13,750

Preferred stock
issued for
services          5,000,000    5,000                                  895,000                                           900,000

Common stock
cancelled                                  (688,630)        (689)     (49,311)                                          (50,000)

Net Loss                                                                                                 (766,324)     (766,324)
                  --------------------------------------------------------------------------------------------------------------
Balance as of
Sept 30, 2006    10,000,000   10,000  2,906,805,663    2,906,805   16,226,944    61,139   (162,018)   (20,042,147)     (999,277)
                  ==============================================================================================================
</TABLE>

                 See Notes to Consolidated Financial Statements

                                        6
<PAGE>

<TABLE>
<CAPTION>
                        WGL ENTERTAINMENT HOLDINGS, INC.
                     (FORMERLY THE WORLD GOLF LEAGUE, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                    Unaudited

                                                      Nine Months Ended Sept 30,
                                                     --------------------------
                                                                         2005
                                                          2006       As Restated
                                                      ------------  -------------
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                           $(2,893,091)  $ (1,583,838)

Adjustments to reconcile net loss to net cash
used in operating activities                                           1,008,663
   Preferred stock issued for services                  1,860,000
   Common stock issued for services                        86,541
   Gain on Derivative liability                           (83,360)             -
   Common Stock cancelled, previously issued for
    services                                              (50,000)             -
   Gain on extinguishment of debt                        (180,113)             -
   Amortization of discount on derivative Liability       565,536              -
   Depreciation and Amortization                            2,017              -
   Change in assets and liabilities:
     Accounts Payable                                     (37,121)             -
     Accrued Expense                                        9,650              -
     Bank Overdraft                                       (10,738)             -
     Prepaid expenses                                       9,151
                                                      ------------  -------------
Net cash used in operating activities                    (721,528)      (575,175)
                                                      ------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Disposition of fixed assets                              2,036
   Capital Expenditures                                    (2,082)        (1,319)
   Increase in film production cost                       (37,578)             -
                                                      ------------  -------------
Net cash provided by investing activities                 (37,624)        (1,319)
                                                      ------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Advance from related party                             355,123              -
   Advance to repurchase treasury stock                    37,500              -
   Proceeds from exercise of stock warrants               176,009        614,553
   Payments on notes payable to prize winners              (4,000)         1,407
   Net proceeds from note payable                         190,000              -
   Net proceeds from private placement                     20,461              -
                                                      ------------  -------------
Net cash provided by financing activities                 775,093        615,960
                                                      ------------  -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                  15,942         39,466
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  -         15,373
                                                      ------------  -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD              $    15,942   $     54,839
                                                      ============  =============
Supplemental Information
Interest paid                                         $    10,837   $     10,298

Supplemental Schedule of Non-Cash Activities:
Conversion of convertible debentures to common stock  $   965,846   $          -
Discount on long term convertible debenture           $   190,000
Creation of derivative liability                      $   264,981
Conversion of convertible debentures To common stock  $     1,000   $     50,994
</TABLE>

                 See Notes to Consolidated Financial Statements
                                        7
<PAGE>

                        WGL ENTERTAINMENT HOLDINGS, INC.
                     (FORMERLY THE WORLD GOLF LEAGUE, INC.)
                   Notes to Consolidated Financial Statements

NOTE 1 - BASIS OF PRESENTATION

The accompanying interim consolidated financial statements of WGL Entertainment,
Inc.  (Formerly  World Golf League, Inc.), have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules  of  the  Securities  and  Exchange  Commission  and  should  be  read  in
conjunction with the audited consolidated financial statements and notes thereto
contained  in  WGL  Entertainment  's latest Annual Report filed with the SEC on
Form 10-KSB. In the opinion of management, all adjustments, consisting of normal
recurring  adjustments,  necessary for a fair presentation of financial position
and  the  results  of  operations  for  the  interim periods presented have been
reflected  herein.  The  results  of  operations  for  interim  periods  are not
necessarily  indicative  of the results to be expected for the full year.  Notes
to  the consolidated financial statements that would substantially duplicate the
disclosure  contained  in  the audited consolidated financial statements for the
most  recent  fiscal  year, 2006, as reported in Form 10-KSB, have been omitted.

The  statement  of  cash flow for the nine-month period ended September 30, 2005
has  been  presented in a condensed format pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information normally included
in  financial  statements  prepared  in  accordance  with  generally  accepted
accounting  principles has been condensed or omitted pursuant to those rules and
regulations,  although  WGL Entertainment believed that the disclosures made are
adequate  to  make  the  information  represented  not  misleading.

NOTE 2 - GOING CONCERN

WGL Entertainment has incurred losses totaling $20,042,147 through September 30,
2006,  and  had negative working capital at September 30, 2006. Because of these
conditions,  WGL  Entertainment  will  require  additional  working  capital  to
continue operations and develop the business. WGL Entertainment intends to raise
additional  working  capital  through  continued financing arrangements with its
current  debenture  holders,  private  placements  and  public  offerings.

There  are  no assurances that WGL Entertainment will be able to achieve a level
of  revenues adequate to generate sufficient cash flow from operations or obtain
additional  financing  through  the methods mentioned above necessary to support
its  working  capital  requirements. There are no assurances that the additional
financing  will  be  available  and if it is not, then WGL Entertainment may not
continue  its  operations  or  execute  its  business  plan.

These  conditions  raise  substantial doubt about WGL Entertainment's ability to
continue  as  a  going  concern.  The  financial  statements  do not include any
adjustments  relating to the recoverability and classification of asset carrying
amounts  or the amount and classification of liabilities that might be necessary
should  WGL  Entertainment  be  unable  to  continue  as  a  going  concern.

NOTE 3 - CONVERTIBLE DEBENTURES

During  2004, WGL Entertainment issued $250,000 of Convertible Debentures ("2004
Debentures")  with  2,500,000  warrants. The Debenture was fully funded in 2004.
During  the quarter ended September 30, 2006, there was $1,000 conversion of the
debentures.  These shares were requested, but not yet issued as of September 30,
2006.  The  face value of the 2004 debenture at September 30, 2006 was $143,506.
The  debentures  became  due on June 4, 2006, but in August 2006, the terms were
extended  to  June  10,  2007.  The  modification  was  accounted  for as a debt
extinguishment  and  establishment  of  "new  debt"  under EITF 96-19, "Debtor's
Accounting  for  a  Modification  of Exchange of Debt Instrument." As a result a
gain  on  extinguishment  was  recorded  in  the  amount  of  $180,113 and a new
convertible debenture was recorded in the amount of $143,506 with a new discount
associated  with  the  market  value  of  the  new  market value of the embedded
derivative liability. The face value of the modified 2004 Debenture at September
30,  2006  was  $143,506 with an unamortized discount of $126,256 resulting in a
carrying  amount  of  $17,250.

During  2005, WGL Entertainment issued $700,000 of Convertible Debentures ("2005
Debentures") with 500,000,000 warrants that were fully funded. Effective January
2006,  the  Company amended its agreement to change from 500,000,000 warrants to
200,000,000  warrants.  As  of  September  30,  2006,  WGL  Entertainment issued
141,400,000  shares  in  connection  with  the conversion of $67,739 of its 2005
issued  convertible  debentures.  No  interest  was  paid for the quarter and no
warrants  were  converted  during the quarter. There are no warrants outstanding
under  the 2005 debenture. The face value of the 2005 debenture at September 30,
2006,  was  $268,930.  The  carrying  amount  is $158,262, net of an unamortized
discount  of  $110,668.

                                        8
<PAGE>

In  May  2006, WGL Entertainment issued $400,000 of Convertible Debentures ("May
2006  debentures.")  The  May 2006 debenture bears interest at 10% until paid or
converted  into  shares of our common stock and is due in May 2009. The May 2006
debenture  has  a Stock Purchase Warrant to purchase an aggregate of 700,000,000
shares  of  our  common  stock at an exercise price of $0.004 per share. The May
2006  debenture  is  convertible  into  WGL Entertainment 's common stock at the
lesser of (i) $0.001 per share, (ii) seventy percent (70%) of the average of the
5  lowest  volume  weighted average price of our common stock during the 20 most
recent completed trading days of the common stock on the OTCBB, prior to date of
conversion,  (iii) seventy percent (70%) of the VWAP of our common stock for the
most  recent  completed trading day prior to conversion, or (iv) seventy percent
(70%)  of  the  most  recent  closing bid price of our common stock prior to the
conversion.  The  holder  will not be able to convert any portion of the note if
the  conversion  price is below $.001 per share. At September 30, 2006, $190,000
of the May 2006 debenture has been funded. The carrying amount of this debenture
is  $41,498,  net  of  an unamortized discount of $148,502. 253,750,000 warrants
were  issued  and  outstanding  at  September  30,  2006.

WGL  Entertainment  determined  that  all  of  the  Convertible  Debentures were
derivatives  under  the  guidance in SFAS 133, "Accounting for Derivatives," and
EITF  00-19,  "Accounting  for  Derivative  Financial Instruments Indexed to and
Potentially  Settled  in  a  Company's  Own  Stock."  All the debentures contain
compound  embedded  derivatives  which  according  to  the  guidance,  must  be
bifurcated  and  accounted  for  separately and recorded at market value at each
balance  sheet  date.  In  addition,  the  warrants  that  are attached to these
convertible  debentures  were  also  considered  to be free-standing derivatives
under  SFAS  133.  These  were  also  bifurcated  and  accounted  for separately
according  to  the  fair  market  value  of  the  warrants.

Since inception of the debentures, the compound embedded derivatives were valued
by  an independent valuation expert using a lattice model based on a probability
weighted  average  cash  flow  method.  The  warrants  were valued using a Black
Scholes  model  with  computed  volatility  rates  and  discount  rates.

At  September  30,  2006,  the  market  value  of  the 2004 debenture derivative
liability  was  $531,904. The change from December 31, 2005 was derived from (1)
conversions  of  the  debenture  during the three months ended March 31, 2006 of
$30,422 and $13,750. This amount was included in additional paid in capital; and
(2)  a  net loss on derivative liability for the nine months ended June 30, 2006
of  $57,271.  Interest  expense  of  $129,589  was  recognized  relating  to the
amortization  of  the  discount  for  the  nine-  months  ended  June  30, 2006.

At  September  30,  2006,  the  market  value  of  the 2005 debenture derivative
liability  was  $104,378. The change from December 31, 2005 was derived from (1)
conversions  of the debenture during the nine months ended September 30, 2006 of
$905,656  which was recorded in additional paid in capital and (2) a net gain on
derivative  liability  of  $71,896 for the nine-months ended September 30, 2006.
Interest  expense of $380,330 was recognized relating to the amortization of the
discount  for  the  six  months  ended  September  30,  2006.

At  September  30,  2006,  the market value of the May 2006 debenture derivative
liability  was  $105,268  and  is  considered to be long-term. At inception, the
derivative liability was in excess of the face amount of the debenture resulting
in  a  loss  at  inception  on derivative liability of $90,981. At September 30,
2006,  there was a write-down of the derivative liability relating to the market
value  as  of  that  date,  resulting  in  net  gain  on derivative liability of
$122,713.  Interest expense of $41,498 was recorded relating to the amortization
of  the  discount.

NOTE 4- RESTATEMENT OF PREVIOUSLY ISSUED INTERIM FINANCIAL STATEMENTS

Based  on  the determination of the 2004 debentures containing compound embedded
derivatives,  WGL Entertainment restated its previously issued interim financial
statements  as  of  and  for  the  period September 30, 2005. The impacts of the
restatement  are  as  follows:

Statements of Operations for the three months ended September 30, 2005

<TABLE>
<CAPTION>
                                   As
                               Previously
Description                      Issued      Impact     Restated
----------------------------------------------------------------
<S>                                <C>         <C>        <C>
Interest expense              $    (6,940)  $(21,678)  $ (28,618) [a]
Gain on derivative liability                $ 95,956   $  95,956  (b)
Net Loss                      $  (369,221)  $ 74,278   $(294,943)
</TABLE>

[a] Restated amount related to amortization of the discount
[b] Restated amount related to market value of derivative liability at
    September 30, 2006

                                        9
<PAGE>

Statements of Operations for the nine months ended September 30, 2005

<TABLE>
<CAPTION>
                                   As
                               Previously
Description                      Issued      Impact      Restated
-------------------------------------------------------------------
<S>                               <C>           <C>        <C>
Interest expense              $   (21,175)  $(46,097)  $   (67,272)
Loss on derivative liability                $(17,233)  $   (17,233)
Net Loss                      $(1,520,508)  $(63,330)  $(1,583,838)
</TABLE>

NOTE 5 - CONTINGENCIES

In 2005, WGL Entertainment completed the production of its reality TV Show, "The
Million  Dollar  Shoot  Out." In January 2006, pursuant to arrangements with the
contestants  participating in the golf tournament, the winning contestant became
entitled  to  receive  $1,000,000 30 days subsequent to the "airing" of the last
episode  on  a  TV  network. Management has not reached a final agreement with a
television  network for the airing of the TV show. Related production costs have
been  capitalized  pending  either  the  TV  airing  or a determination they are
worthless.

NOTE 6 - COMMON STOCK

On  August  16,  2006  WGL  Entertainment  filed  an  Amended  Certificate  of
Designation,  increasing  our  Common  Stock  from  2,500,000,000  shares  to
10,000,000,000  shares.

WGL  Entertainment  issued 380,000,000 shares for consulting services and during
the  quarter  ended  September  30, 2006. These shares were recorded at the fair
market  value  of  $114,000 on the date of the consulting agreements and $24,000
included in general and administrative expenses and $90,000 as prepaid expenses.

On  April  3,  2006,  Robert  Muir,  III, subscribed to purchase an aggregate of
58,460,543  shares  of  our  common  stock for $0.00035 per share, for aggregate
consideration  of  $20,461.19.

WGL Entertainment issued 40,000,000 shares to the May 2006 debenture holder. The
market value of these shares was $24,000 on the date of issuance was included in
the calculation of the initial discount and derivative liability associated with
the May 2006 debenture. The impact of the market value was allocated to the debt
proceeds  and  incorporated  in  the  inception  loss  recorded  of  $90,981.

During  the  nine-months  ended  September  30,  2006, the 2004 debenture holder
converted  $8,374  of  his debentures and was issued 85,306,389 shares of common
stock.

During  the  nine-months  ended  September  30,  2006, the 2005 debenture holder
converted  $314,223 and $67,739 of his debentures and was issued 594,663,669 and
141,400,000 shares of common stock, respectively. 200,000,000 shares were issued
for  exercise of warrants during the six months ended June 30, 2006 for proceeds
of  $156,183.

                                       10
<PAGE>

NOTE 7 - RELATED PARTY

During the quarter ended September 30, 2006, WGL Entertainment borrowed $115,053
from  one  of  its  officers.  The  loan  is payable on demand and has no stated
interest  rate. An additional $40,791 is also accrued for unpaid salaries. As of
September  30,  2006,  WGL  Entertainment  owes  $354,532  to this same officer.

NOTE  8  -  PREFERRED  STOCK

On August 16, 2006 WGL filed an Amended Certificate of Designation of our series
A  Preferred  Stock  from  5,000,000  shares to 10,000,000. On July 5, 2006, WGL
Entertainment  issued  5,000,000  shares  to  our  Chief  Executive  officer and
Director,  of  our  Series  A Preferred Shares. The preferred shares were issued
with  300  to  1  voting rights as it relates to the voting rights of the common
shareholders  and  an  optional redemption feature at WGL Entertainment's option
for  $0.05  per  share.  WGL  Entertainment  estimated  the  market value of the
preferred shares issued at its common stock equivalent market value.  The common
stock  equivalent  was  determined  to  be $1,500,000,000 shares of common stock
based on the voting rights and value at the market value of the common shares on
the  date  of  issuance.  The  market  value of these shares was estimated to be
$895,000  and  recorded  as  professional  expenses  in  statement of operation.

On May 1, 2006, WGL Entertainment issued 4,000,000 shares to our Chief Executive
Officer  and  Director,  of  our Series A Preferred Shares. The preferred shares
were  issued  with  300 to 1 voting rights as it relates to the voting rights of
the common share holders and an optional redemption feature at WGL Entertainment
's  option for $0.05 a share WGL Entertainment estimated the market value of the
preferred  shares  issued  during  the  three  months ended June 30, 2006 at its
common stock equivalent market value. The common stock equivalent was determined
to be 1,200,000,000 shares of common stock based on the voting rights and valued
at  the  market  value  of the common shares on the date of issuance. The market
value  of  these  shares was $960,000 and is included in compensation expense in
the  statement  of  operations.

He  now  holds  10,000,000  shares  of  Series  A  Preferred  Stock.

NOTE  9 - SUBSEQUENT EVENT

In  October  2006,  we  entered  into  a  one  year Consulting Agreement with an
individual, whereby we agreed to issue the individual 400,000,000 shares of Form
S-8  registered  common  stock,  which  shares  have  been  issued to date.  The
consulting  services  which the consultant agreed to render for us in connection
with  the  Consulting  Agreement  included  advice  in  connection  with  future
contemplated  financings  as  well  as  the  affect  of  such  financings on the
functions  and  operations of the Company.  Although the Consulting Agreement is
for  a  period of one (1) year, it can be terminated by either party with thirty
(30) days written notice, provided that any compensation given to the consultant
shall  be deemed earned by the consultant upon the termination of the Consulting
Agreement.  The  Consulting  Agreement  contemplates  the  consultant  spending
approximately  200  hours  total  on  Company  matters,  and  includes  certain
provisions  whereby  the  services  performed by the consultant are not to be in
connection  with  any  "capital  raising"  transaction  by  the  Company.

Pursuant  to the Consulting Agreement, we granted the consultant an aggregate of
1,038,500,000  warrants  to  purchase  shares of our common stock at an exercise
price  of  $0.0022  a 30% discount to the then market price of our common stock.
All of the warrants have been exercised to date and we have received $100,000 in
connection  with  such  exercises and are owed approximately another $124,000 in
connection  with  the  exercises.

                                       11
<PAGE>

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"),
CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM
ACT  OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL,
OF  SUCH  FORWARD-LOOKING  STATEMENTS  CAN  BE  IDENTIFIED  BY  THE  USE  OF
FORWARD-LOOKING  TERMINOLOGY  SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR
"ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.
SUCH  FORWARD-LOOKING  STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND  OTHER  FACTORS  WHICH  MAY  CAUSE  THE  ACTUAL  RESULTS,  PERFORMANCE  OR
ACHIEVEMENTS  OF  THE  WGL  ENTERTAINMENT HOLDINGS, INC. ("WGL",  THE "COMPANY",
"WE",  "US"  OR  "OUR")  TO  BE  MATERIALLY  DIFFERENT  FROM ANY FUTURE RESULTS,
PERFORMANCE  OR  ACHIEVEMENTS  EXPRESSED  OR  IMPLIED  BY  SUCH  FORWARD-LOOKING
STATEMENTS.  REFERENCES  IN THIS FORM 10-QSB, UNLESS ANOTHER DATE IS STATED, ARE
TO  SEPTEMBER  30,  2006.

CORPORATE  HISTORY  AND  DEVELOPMENT

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  ("Novus-NV"). On June 20, 2000, we changed our name from
Asia  Pacific  Trading  to  Novus  Laboratories,  Inc.  ("Novus").

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  more than 80% of the issued and outstanding
shares  of  The  World  Golf  League,  Inc.,  a Florida corporation ("World Golf
Florida"), pursuant to a Share Exchange Agreement (the "Exchange Agreement"). In
connection with this transaction, we issued a total of 120,000,000 shares of our
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
from  Novus  Laboratories, Inc. to The World Golf League, Inc.  Effective August
22,  2006,  we  again  changed  our name to WGL Entertainment Holdings, Inc., in
connection  with our shift in business focus away from our previous pay-for-play
concept  to  golf themed television production. Except as expressly indicated or
unless  the  context  otherwise  requires, the "Company," "WGL," "we," "our," or
"us"  means  WGL  Entertainment  Holdings, Inc., a Delaware corporation, and its
subsidiaries.

                                       12
<PAGE>

In  connection  with the Exchange Agreement, 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.  This  arrangement resulted in us receiving an
aggregate  of  $376,203,  a significant portion of which was paid to the Florida
Attorney  General  as  discussed  below.

In  addition, the Exchange Agreement stated that in the event $1,000,000 was not
raised  by  us  with  the  assistance of the Novus shareholders, shareholders of
World Golf Florida would receive an additional 30,000,000 post-split shares on a
pro  rata  basis as their original shares were issuable pursuant to the Exchange
Agreement.  As  $1,000,000  was  not raised, we contacted the World Golf Florida
shareholders  via  mail  requesting  that  they execute documentation so that we
could  determine  whether  a  valid exemption from registration could be met. We
received  only  a  minimal response from the World Golf Florida shareholders and
were  unable  to  determine  whether  a  valid exemption would be satisfied. The
Company has elected not to, but may be required to, issue the shares that it had
previously  agreed  to  issue. Michael S. Pagnano, the Company's 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
received  from  the  sale  of our common stock by the former Novus stockholders.
During  the  fiscal  year ended December 31, 2003, we paid $314,000 and executed
notes  payable  to the winners of the 2001 World Golf League National Tournament
for  an  aggregate of $300,000 bearing interest at 5% per annum. In addition, we
paid the Florida Attorney General $20,000 in connection with the settlement. The
notes  became  due  in  September  2004,  and  the  remaining balance owed as of
September  30, 2006 of $280,081 is in default. We plan to repay the notes as our
cash  flow  permits.

On  September  29,  2005,  we  formed  a  wholly-owned  Nevada  subsidiary,  WGL
Entertainment,  Inc. and transferred to this subsidiary $1,000 of cash and other
property  consisting  of  all of the tangible and intangible assets necessary to
operate The WGL Million Dollar Shootout, unless otherwise stated, all references
to  WGL  Entertainment  Holdings,  Inc.,  "we," "us" or words of similar meaning
include  the  operations  of  WGL  Entertainment,  Inc.

                                       13
<PAGE>

THE  WGL  MILLION  DOLLAR  SHOOTOUT  REALITY  TELEVISION  EVENT

In  April  2006, we completed post production on the first season of our reality
based  television  series entitled "The WGL Million Dollar Shootout." We invited
22  players  to  compete  for $1,000,000 in a WGL handicapped, winner takes all,
event.  Participants  were  chosen  from  an online application; however, in the
future,  we  may charge potential participants a small entrance fee to play in a
qualifying  event  with  an  opportunity  to  advance  to The WGL Million Dollar
Shootout.  This  first  competition  was  held  at  the Reunion Resort & Club in
Orlando,  Florida.

The  WGL  Million Dollar Shoot Out (MDSO) is under final review by approximately
three major network outlets. We hope to have a US distribution contract in place
during  the  fourth  quarter of 2006 or the first quarter of 2007, for airing of
the MDSO sometime during 2007, of which there can be no assurance. Additionally,
we  hope  to have a contract for distribution in the United Kingdom and/or other
international countries during the fourth quarter of 2006 or during the first or
second  quarter  of  2007  to  air  the  MDSO  in 2007, of which there can be no
assurance. WGL Entertainment plans to produce at least two (2) additional MDSO's
in  the  future,  funding  permitting.  It  is anticipated that these additional
series  will  be produced and filmed during the second half of 2007, assuming we
have sufficient funds to film and produce such episodes and we are able to enter
into distribution agreements in connection with such episodes of which there can
be  no  assurance.

WGL  Entertainment  plans  to  produce  "Hot  Days  and  Hot  Nights", a reality
entertainment  series  which includes four professional female golfers and three
bachelors  on each team. Each team will golf during the day for points and party
at  night  in  Las  Vegas for additional points. Winners will be determined by a
combination  of their golfing abilities and night life party ability. We believe
that  this  series will have broad appeal to both golfers and non golfers alike.
Currently  the  series is planned to be shot in Las Vegas in the Winter of 2007,
funding  permitting.

As  of  the  filing  of  this  report,  we  are in negotiations with Online Golf
Challenge.com,  to  host  worldwide  qualifiers  for  our  next  MDSO  which  is
tentatively  planned  to  be  produced  in  the  second  half  of  2007, funding
permitting  (which  we  have  not  begun production of and do not currently have
sufficient  funds  to  produce), which would allow potential contestants to play
virtual  rounds  of  golf.  No final agreement or understanding has been reached
with  Online  Golf  Chanllenge.com to date and no qualifying tournaments for any
subsequent  MDSO's have been held to date, nor are there any immediate plans for
such  qualifiers.

RECENT  EVENTS
--------------

With an effective date of January 2, 2006, we amended the Convertible Debenture,
Securities  Purchase  Agreement,  Warrant  Agreement  and  Registration  Rights
Agreement entered into with DLC in October 2005, to amend the number of warrants
granted  to  DLC  under  the  Warrant  Agreement  from  five  hundred  million
(500,000,000)  warrants  to  two  hundred  million (200,000,000) warrants and to

                                       14
<PAGE>

change  the exercise price of such warrants to $0.0015 per share. The changes to
the  DLC  funding  documents  affected  by  this  amendment  have been reflected
throughout  this  Form  10-QSB,  unless  otherwise  stated.

In  February  2006,  we  entered  into  an  Agency Agreement with an individual,
whereby  that  individual  agreed to act as our Agent of Record for the sale and
licensing  of the MDSO in the United Kingdom.  The term of the agreement was for
one  year, unless terminated prior to the one year anniversary of the agreement,
by  either party providing thirty days written notice to the other.  Pursuant to
the  agreement,  the  individual  shall receive a fee equal to 20% of all monies
produced  by the individual on behalf of the company in connection with the sale
and/or  licensing  of the MDSO in the United Kingdom, which fee shall carry over
to  all  future  revenue  on  the  MDSO  which  was a result of the individual's
efforts.

On  June  4,  2006,  the  2004  debentures issued to Golden Gate (defined below)
became  due  and  the outstanding balance of $144,506 plus $7,586 of accrued and
unpaid  interest,  remained  unpaid  until  August  2006,  when the terms of the
debenture were extended to June 10, 2007, pursuant to our entry into an Addendum
to  Convertible  Debenture and Warrant to Purchase Common Stock with Golden Gate
(the  "Addendum,"  described  below).  We  hope  to  fully repay the Golden Gate
debenture  with  funds  we  anticipate receiving from DLC in connection with the
Closing  (as  defined  below).  In  October  2006,  $1,000  of  the  Golden Gate
debenture  was  converted  by  Golden  Gate into 55,990,000 shares of restricted
common  stock  and  10,000  warrants were exercised by Golden Gate for aggregate
consideration  of  $10,000  (which  was  previously  owed  to  Golden  Gate).

On  August  29,  2006, we entered into the Addendum with Golden Gate, whereby we
agreed  to  extend  the  maturity  date of the Golden Gate debenture to June 10,
2007,  provided  that  we  honor  all  of Golden Gate's Rule 144 requests in the
future.  The  Addendum included a provision whereby if we fail to cooperate with
Golden  Gate  in  the process of obtaining Rule 144 opinions for the sale of its
stock  in the future, the Addendum would be automatically revoked.  Finally, the
Addendum  provided  that  we  could repay the Golden Gate debentures at any time
without  penalty  starting  three  months  from  the  date  of  the  Addendum.

                                   DLC FUNDING
                                -----------------

We  and  DLC  Capital  Group,  LLC  ("DLC")  entered  into a Securities Purchase
Agreement  dated as of May 18, 2006 (the "Closing" and the "Purchase Agreement")
whereby  we  agreed  to  sell  an  aggregate  of  $400,000  in convertible notes
("Convertible  Notes"  or  "Notes")  and  up to 700,000,000 warrants to purchase
shares  of  our  common  stock  at  an exercise price of $0.004 ("Stock Purchase
Warrants"  or "Warrants"). At the Closing, we sold DLC a Convertible Note in the
principal  amount of one hundred and forty five thousand dollars ($145,000) (the
"Note")  and  a  Stock  Purchase Warrant to purchase an aggregate of 253,750,000
shares  of  our  common  stock at an exercise price of $0.004 per share. We also

                                       15
<PAGE>

granted  DLC registration rights to the shares the Note is convertible into; the
shares  the  Warrant  is  exercisable  for  pursuant  to  a  Registration Rights
Agreement,  and  the  shares of common stock issuable upon the conversion of the
additional  notes  and additional warrants we agreed to sell to DLC as described
below,  pursuant  to  a  Registration  Rights  Agreement  (the  "Registration
Agreement").

Additionally,  DLC  agreed  that  upon  the  filing  of a Registration Statement
covering  the  Note,  it would purchase additional Notes (the "Filing Notes") in
the  aggregate  principal  amount  of  fifty-five thousand dollars ($55,000) and
additional  warrants  (the  "Filing  Warrants")  to  purchase  an  aggregate  of
96,250,000  shares  of  Common Stock, with the closing of such purchase to occur
within  five  (5)  days  of the filing date of the Registration Statement and to
purchase  additional notes (the "Effectiveness Notes" and, collectively with the
Filing  Notes,  the "Additional Notes") in the aggregate principal amount of two
hundred  thousand dollars ($200,000) and additional warrants (the "Effectiveness
Warrants" and, collectively with the Filing Warrants, the "Additional Warrants")
to  purchase  an  aggregate  of  350,000,000  shares  of  Common  Stock upon the
effectiveness  of  the Registration Statement, with the closing of such purchase
to occur within five (5) days of the date the Registration Statement is declared
effective  by  the  Commission.  The  terms  of  the  Additional  Notes  and the
Additional  Warrants  shall be identical to the terms of the Notes and Warrants.
The  Common  Stock  underlying  the  Notes  and  Warrants, as well as additional
amounts  of  shares in connection with the conversion of accrued interest on the
Notes,  as  provided  in  the  Notes, are referred to herein as the "Registrable
Securities,"  and  shall  be  included in the Registration Statement to be filed
pursuant  to  the  Registration  Rights  Agreement.

Pursuant  to  the  Purchase  Agreement, we agreed that we would not, without the
prior  written  consent  of  DLC, negotiate or contract with any party to obtain
additional  equity financing (including debt financing with an equity component)
that involves (A) the issuance of common stock at a discount to the market price
of  the  common  stock  on the date of issuance; (B) the issuance of convertible
securities that are convertible into an indeterminate number of shares of common
stock;  or  (C)  the  issuance  of  warrants  during the period beginning on the
Closing,  and ending on the later of (i) two hundred seventy (270) days from the
Closing,  or  (ii)  one hundred eighty (180) days from the date the Registration
Statement  which  we  are  required  to file pursuant to the Registration Rights
Agreement  is  declared effective by the Securities and Exchange Commission (the
later  period  being  the "Lock-up Period"). Additionally, we agreed, subject to
certain exceptions provided in the Purchase Agreement, to not conduct any equity
financing  (including debt with an equity component) during the period beginning
on  the  Closing,  and  ending two (2) years after the end of the Lock-up Period
unless  we  previously  deliver  to  DLC written notice describing the terms and
conditions  of  the  proposed  future  offering, and provide DLC fifteen days to
purchase  its  pro  rata  share  as calculated in the Purchase Agreement, of the
securities  being  offered  in  the  future  offering  on  the  same  terms  as
contemplated  by  such  future offering, which right was further modified by the
Right  to  Match  provision  of  the  Notes,  described  below.

                                       16
<PAGE>

We  also agreed to grant DLC 40,000,000 shares of our restricted common stock as
a  commitment  fee  in  connection with the Closing of the funding, which shares
have  been  issued  to  date.

As  of  the  date  of  this  filing,  we  have  sold an aggregate of $190,000 in
Convertible  Notes to DLC, which includes the $145,000 in Convertible Notes sold
to  DLC at the Closing and an additional $45,000 of the Filing Notes (as defined
above)  sold  to DLC in advance of the filing date of our Form SB-2 Registration
Statement. As a result of this advance, we only anticipate selling approximately
$10,000  in  Convertible  Notes to DLC in connection with the filing of our Form
SB-2  Registration  Statement  and  will  receive  the  final  $200,000 upon the
effectiveness  date  of  such  Form  SB-2 and/or upon the approval by a court of
competent  jurisdiction  that  the  shares  underlying the Convertible Notes are
exempt  from registration pursuant to Section 3(a)(10) of the Securities Act, as
described  in  greater  detail  below,  of  which  there  can  be  no  assurance

                                CONVERTIBLE NOTE
                                -----------------

The  $190,000 in Notes bear interest at the rate of ten percent (10%) per annum,
payable  each  month  in  arrears  until  such  Notes  are  due  on May 18, 2009
("Maturity  Date"). Any amount of principal or interest not paid on the Maturity
Date  bears interest at the rate of fifteen 15% per annum from the Maturity Date
until  paid.  Additionally,  the Notes are convertible into shares of our common
stock  at any time prior to the Maturity Date, as described below, provided that
DLC  shall  not be able to convert any portion of the Note into shares of common
stock,  if  such  conversion would result in beneficial ownership by DLC of more
than  4.99% of our then outstanding shares of common stock. The Notes may not be
prepaid  by  us without the consent of DLC. The additional Notes described above
to  be  issued subsequent to the Closing will have the same terms and conditions
as the Note issued on the Closing, and such Notes will be due and payable on the
third  (3rd)  anniversary  of  their  issuance  date.

The  Notes  are convertible into shares of our common stock at the lesser of (i)
$0.15  per  share,  (ii)  seventy  percent  (70%) of the average of the five (5)
lowest  volume weighted average price ("VWAPs") trading days of our common stock
during  the  20  most  recent  completed trading days of the common stock on the
OTCBB,  prior to the date of conversion, (iii) seventy percent (70%) of the VWAP
of  our  common  stock  for  the  most  recent  completed  trading  day prior to
conversion,  or  (iv) seventy percent (70%) of the most recent closing bid price
of  our  common stock prior to the conversion. Notwithstanding the foregoing, in
the  event that the conversion price in effect is less than $0.001 (the "Minimum
Conversion Price"), then the Holder shall not be entitled to convert any portion
of  the  Notes,  unless  we  waive  such  Minimum  Conversion  Price.

If an Event of Default occurs under the Notes (as describe and defined therein),
DLC may cause the Notes to be immediately due and payable and to force us to pay
it  an amount equal to the greater of 150% of the amount remaining to be paid on
the  Notes  (the  "Default  Sum"), or (a) the highest number of shares of common
stock  issuable  upon  conversion  of  the Default Sum, treating the trading day

                                       17
<PAGE>

immediately preceding the date on which DLC has requested payment of the Default
Sum  as  the "Conversion Date" for purposes of determining the lowest applicable
Conversion  Price,  multiplied  by  (b) the highest closing price for our common
stock  during  the period beginning on the date of first occurrence of the Event
of  Default  and  ending  one  day  prior to the date on which DLC has requested
payment  of  the Default Sum (the "Default Amount"). Additionally, if we fail to
pay  the Default Amount within five (5) business days of the date written notice
that  such  amount is due and payable is given by DLC, then DLC has the right at
any  time,  so  long as we remain in default (and so long and to the extent that
there  are sufficient authorized shares), to require us, upon written notice, to
immediately  issue,  in  lieu of the Default Amount, the number of shares of our
common stock equal to the Default Amount divided by the Conversion Price then in
effect.

                             STOCK PURCHASE WARRANT
                            ------------------------

In  connection with the Purchase Agreement, we sold DLC a Warrant to purchase up
to  253,750,000 shares of our common stock, at an exercise price per share equal
to $0.004 (the "Exercise Price"). The Warrant is exercisable at any time or from
time to time before 6:00 p.m., E.S.T. time on the third (3rd) anniversary of the
date  of  issuance  of  the  Warrant,  May 18, 2009 (the "Exercise Period"). The
additional  Warrants described above to be issued subsequent to the Closing will
have  the  same  terms  and conditions as the Warrant issued on the Closing, and
such  Warrants  will  be  exercisable until the third (3rd) anniversary of their
issuance  date.

The  Warrant  includes  a  provision, whereby if we issue or grant any warrants,
rights  or  options, whether or not immediately exercisable, to subscribe for or
to  purchase  common  stock or other securities convertible into or exchangeable
for  common stock; subdivide or combine our common stock at any time the Warrant
is outstanding; consolidate or merge with another company; distribute our assets
in  a partial liquidation or winding up, the exercise price and amount of shares
which  the  Warrant is convertible into is automatically adjusted as provided in
the  Warrant.

Additionally,  the  Warrant contains a cashless exercise feature, whereby if the
resale  of  the shares underlying the Warrant is not then registered pursuant to
an effective registration statement under the Securities Act, the Warrant may be
exercised  by a cashless exercise, in lieu of paying the Exercise Price in cash,
and  DLC  is  able  to surrender the Warrant for that number of shares of common
stock determined by multiplying the number of shares to which it would otherwise
be entitled, by a fraction, the numerator of which is the difference between the
then  market price per share of our common stock and the Exercise Price, and the
denominator of which is the then market price per share of our common stock. For
example, if DLC is exercising 100,000 Warrants with a per Warrant exercise price
of  $0.15  per  share  through  a cashless exercise when the market price of our
common  stock  is  $0.25 per share, then upon such cashless exercise DLC will be
able  to  receive  40,000  shares  of  our  common  stock.

                                       18
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT
                         -------------------------------

The  Registration  Rights  Agreement  provides  that we shall prepare and file a
Registration  Statement with the Securities and Exchange Commission covering the
shares  convertible  into  common  stock  in  connection  with  the  Notes  and
exercisable  into  shares  of common stock in connection with the Warrant within
thirty  (30) days of the Closing date, which Registration Statement has not been
filed  to  date.  Additionally,  we  agreed  to  use  our best efforts to obtain
effectiveness  of  such  Registration  Statement  as soon as possible after such
filing, but in no event later than ninety (90) days from the Closing date, which
has  not  occurred  to  date.

Additionally,  pursuant to the Registration Statement, we agreed to use our best
efforts  to  obtain  effectiveness  of  the  Registration  Statement  as soon as
practicable.  If  (i)  the  Registration  Statement  covering  the  Registrable
Securities  required  to  be filed by us is not filed within thirty (30) days of
the  Closing  date,  or declared effective by the SEC on or prior to one hundred
twenty  (120)  days  from  the  Closing  date,  or  (ii)  after the Registration
Statement  has  been  declared  effective  by  the  SEC,  sales  of  all  of the
Registrable Securities cannot be made pursuant to the Registration Statement, or
(iii)  our  common  stock  ceases  to be listed or included for quotation on the
Over-The-Counter  Bulletin  Board, or another market or exchange as described in
the Registration Rights Agreement, then we agreed to make a payment to DLC in an
amount  equal to $10,000 for each 30-day period or any portion thereof following
the  date  which  we agreed that such Registration Statement would be filed with
the  SEC,  or  the date that we agreed that such Registration Statement would be
declared  effective  with the SEC, provided, however, that such payment will not
exceed  $50,000  in  the  aggregate.  We  agreed that these payments would be in
partial  compensation  to  DLC, and that such payments will not constitute DLC's
exclusive  remedy  for  such  events.  Additionally, we agreed that the payments
described  above  would  be  made  to  DLC  in  cash.

While  we are currently bound by the terms of the Registration Rights Agreement,
we currently plan to file proceedings subsequent to the filing of this report to
request  that  the  shares  underlying DLC's Convertible Notes be held as exempt
from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended.  If  such  proceedings  are  successful,  of  which  there  can  be  no
assurance,  and  the  shares  underlying  the Convertible Notes are deemed to be
exempt  from  registration pursuant to Section 3(a)(10), the Registration Rights
Agreement  will  likely  be  terminated.

EMPLOYMENT AGREEMENT
--------------------

Effective  August  1,  2006, we entered into a thirty-six (36) month, renewable,
Executive  Employment  Agreement  with Michael S. Pagnano, to serve as our Chief
Executive  Officer,  President, Secretary, Treasurer and Chief Financial Officer
(the  "Employment Agreement"). Pursuant to the Employment Agreement, Mr. Pagnano
is  to  receive  a salary of $20,000 per month for the first year he is employed

                                       19
<PAGE>

pursuant  to the Employment Agreement (August 1, 2006 to July 31, 2007); $23,000
per  month for the second year he is employed (August 1, 2007 to July 31, 2008);
and  $28,150 per month for the third year he is employed (August 1, 2008 to July
31,  2009).

The  Employment  Agreement  also provides that Mr. Pagnano be reimbursed for his
healthcare  expenses  and  that  he be provided a car allowance in the amount of
$1,000  per  month  for the 1st year of the Employment Agreement, $1,200 a month
for  the second year, and $1,500 a month for the third year he is employed by us
pursuant  to  the  Employment  Agreement.  Mr.  Pagnano  is  also  entitled  to
participate  in  any  employee  benefit plan which the Company may adopt and any
incentive  program  or  discretionary  bonus program of the Company which may be
implemented  by  the  Company's  board  of  directors. Mr. Pagnano may renew the
employment agreement for successive one (1) year terms, by providing the Company
with  written  notice  at  least  thirty (30) days, but not more than sixty (60)
days,  before  the  end  of  the  thirty-six  (36)  month  term. Mr. Pagnano may
terminate  his  employment for "good reason" by giving the Company ten (10) days
written  notice if: (i) he is assigned, without his express written consent, any
duties  materially inconsistent with his positions, duties, responsibilities, or
status  with the Company; (ii) his compensation is reduced; or (iii) the Company
does  not  pay  any  material  amount  of  compensation due under the employment
agreement  and  then  fails  either  to  pay such amount within the ten (10) day
notice  period required for termination or to contest in good faith such notice.

The  Company  may terminate the employment agreement without cause. In the event
of  termination  for good reason by Mr. Pagnano or without cause by the Company,
the  Company  is  obligated  to  pay  Mr.  Pagnano  a severance payment equal to
$150,000  in  addition  to  all payments of salary earned by Mr. Pagnano through
such  date  of  termination  in  one  lump  sum  payment.

AMENDMENT  TO  ARTICLES  OF  INCORPORATION

We  filed  a  Certificate  of  Amendment  ("Certificate")  to  our  Articles  of
Incorporation  with  the  Secretary of State of Delaware, which became effective
August  22,  2006,  to affect a name change, increase our authorized shares, and
reauthorize  the  par value of our common stock. The Certificate affected a name
change to "WGL Entertainment Holdings, Inc.", increased our authorized shares to
ten  billion (10,000,000,000) shares of common stock, $0.001 par value per share
and  re-authorized  the issuance of ten million (10,000,000) shares of preferred
stock,  $0.001  par  value  per  share.

The  Certificate  was  approved  at  our  special  meeting  of shareholders (the
"Meeting")  held  August 16, 2006. The number of voting shares outstanding as of
the record date of the Meeting, July 14, 2006 ("Record Date"), was 5,499,994,293
shares,  which  included  2,499,944,293  shares  of common stock outstanding and
10,000,000 shares of preferred stock then outstanding, which preferred stock has
the  right to vote 3,000,000,000 shares of our common stock (with each preferred
stock share having the right to vote 300 shares of common stock), and the number
of  shares  entitled  to  vote  at  the  Meeting  was  the  same.

                                       20
<PAGE>

The  Certificate  was approved at the Meeting by our Chief Executive Officer and
Director,  Michael  S.  Pagnano,  who individually beneficially owned 37,219,368
shares  of  common stock, or 1.5% of our outstanding common stock and 10,000,000
shares  of  preferred stock representing 100% of our outstanding preferred stock
as  of  the  Record  Date.  Due  to  Mr.  Pagnano's  common  and preferred stock
ownership,  which  preferred  stock  allowed  him  to  vote  an  amount equal to
3,000,000,000  shares  of common stock; he was able to vote 3,037,219,368 shares
or  55.2%  of our outstanding voting stock as of the Record Date at the Meeting.

As  a  result  of  the  name change, our common stock now trades under the stock
symbol  "WGLE."

Distribution Agreement

In  May  2006,  we  entered  into  a  Television  Distribution  Agreement  (the
"Distribution  Agreement"),  with  The  Television  Syndication  Company,  Inc.
("TSC").  The  Distribution Agreement provides for TSC to perform services to us
as  sole  marketer  and  distributor  of  the MDSO in the US, Canada, the United
Kingdom,  South  Africa,  Asia, Australia and the Middle East. TSC shall receive
base  compensation  (which  varies  depending upon the media broadcasting of the
MDSO) equal to 25% of the gross revenues received from the licensing of the MDSO
in  the  US,  35%  of such revenues for licensing the MDSO in Canada, 50% of the
revenues  for licensing the MDSO in any of the other countries in the world. The
term  of  the  Distribution  Agreement  was  one (1) year, and from year to year
thereafter  if  the  MDSO  generates  and continues to generate revenues, unless
terminated  by  either party by giving the non-terminating party no less than 90
days notice of such intention to terminate. We have not licensed the MDSO to any
parties  for  broadcasting  to date, nor have we generated any revenues from the
MDSO  to  date.

Stock Option Plan
-----------------

On  July  11,  2006, our Board of Directors adopted a 2006 Stock Incentive Plan,
which  was subsequently amended and restated on September 15, 2006 (the "Plan").
The  adoption  of  the  Plan  is subject to shareholder approval.  The number of
shares of common stock subject to the plan is two billion (2,000,000,000) shares
of  common  stock.

The  Plan  is  intended  to  secure  for  the  Company the benefits arising from
ownership  of  the  Company's common stock by the employees, officers, Directors
and  consultants of the Company, all of whom are and will be responsible for the
Company's future growth. The Plan is designed to help attract and retain for the
Company,  personnel  of  superior  ability  for  positions  of  exceptional
responsibility,  to  reward  employees,  officers, Directors and consultants for
their  services  to  the  Company and to motivate such individuals through added
incentives  to  further  contribute  to  the  success  of  the  Company.

The  Plan  will  provide  an  opportunity for any employee, officer, Director or
consultant of the Company, except for instances where services are in connection
with  the  offer or sale of securities in a capital-raising transaction, or they

                                       21
<PAGE>

directly  or  indirectly  promote  or  maintain  a  market  for  the  Company's
securities,  subject  to  any  other  limitations  provided  by federal or state
securities  laws,  to receive (i) incentive stock options (to eligible employees
only);  (ii)  nonqualified  stock  options;  (iii)  restricted stock; (iv) stock
awards;  (v)  shares  in performance of services; or (vi) any combination of the
foregoing.  In  making such determinations, the Board of Directors may take into
account  the  nature of the services rendered by such person, his or her present
and  potential  contribution to the Company's success, and such other factors as
the  Board  of  Directors  in  its  discretion  shall  deem  relevant.

The Plan is incorporated by reference herein as Exhibit 4.6.

                                SUBSEQUENT EVENTS
                               --------------------

In  October  2006,  we  entered  into  a  one  year Consulting Agreement with an
individual, whereby we agreed to issue the individual 400,000,000 shares of Form
S-8  registered  common  stock,  which  shares  have  been  issued to date.  The
consulting  services  which the consultant agreed to render for us in connection
with  the  Consulting  Agreement  included  advice  in  connection  with  future
contemplated  financings  as  well  as  the  affect  of  such  financings on the
functions  and  operations of the Company.  Although the Consulting Agreement is
for  a  period of one (1) year, it can be terminated by either party with thirty
(30) days written notice, provided that any compensation given to the consultant
shall  be deemed earned by the consultant upon the termination of the Consulting
Agreement.  The  Consulting  Agreement  contemplates  the  consultant  spending
approximately  200  hours  total  on  Company  matters,  and  includes  certain
provisions  whereby  the  services  performed by the consultant are not to be in
connection  with  any  "capital  raising"  transaction  by  the  Company.

Pursuant  to the Consulting Agreement, we granted the consultant an aggregate of
1,038,500,000  warrants  to  purchase  shares of our common stock at an exercise
price  of  $0.0022  a 30% discount to the then market price of our common stock.
All of the warrants have been exercised to date and we have received $100,000 in
connection  with  such  exercises and are owed approximately another $124,000 in
connection  with  the  exercises.


                               PLAN OF OPERATIONS

During  the  remainder  of  the  2006  fiscal year and first quarter of the 2007
fiscal  year,  we hope to enter into distribution contracts for the broadcasting
of  our  previously  produced  reality television series, The WGL Million Dollar
Shootout  ("MDSO").  However,  at  the  time  of  this  filing  we do not have a
broadcast  partner  in  the  U.S. market or any international markets. We are in
discussions  with  several  possible  broadcast  partners  in  both the U.S. and
Internationally.  Additionally,  per  the  participant  contract, the $1,000,000

                                       22
<PAGE>

prize  money  is not due until thirty (30) days after the final episode airs. We
plan  on  paying  the  prize  money  from  license  fees  received.  However, if
sufficient fees are not offered, we may choose not to air The WGL Million Dollar
Shootout  and  will  have  no  further  obligations  to  pay  the  prize  money.
Additionally,  we  plan  to  produce a new television, "Hot Day's & Hot Night's"
("HDHN"),  which we hope to produce and film in 2007, through WGL Entertainment,
our  wholly  owned  subsidiary.

HDHN  is planned to be a television based reality series which will include four
popular  and  single  women from the LPGA tour, who will be teamed up with three
bachelors  each.  We  hope  for  HDHN  to  be something like the LPGA meets "The
Bachelor."  Teams will compete during the day on one of Las Vegas's golf courses
and  party  at night in the hottest nightspots in Vegas. A large cash prize will
be  awarded  to  the  winning team who accumulates the most points from both the
golf and party activities. We believe that HDHN will be compelling entertainment
for  a  vast  demographic  of  viewers.

We anticipate the need for approximately $2,000,000 in additional funding during
the  next  12-24  months  to  produce,  film and complete post production on our
currently  planned  shows HDHN and the second season of the MDSO, which funds we
do  not  currently  have.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations
is  based  upon  our audited and unaudited 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:

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

Revenue  in  connection  with  The  WGL  Million  Dollar Shootout, any all other
television shows we may choose to produce in the future, will be recognized when
licensing  fees  are  paid  to  the  Company.

                                       23
<PAGE>

Derivative Valuation
--------------------

The  market  value  of  our derivative liabilities are estimated using a lattice
based  probability  weighted average cash flow model taking into account various
probabilities  relating  to  certain  events  happening.  Our debentures contain
compound  embedded  derivatives  and  our  valuation method incorporates various
assumptions  based on what we believe the likelihood of occurrence to be on each
of  the  derivative  elements.

                         COMPARISON OF OPERATING RESULTS

THREE  MONTHS  ENDED  SEPTEMBER  30,  2006  COMPARED  TO  THE THREE MONTHS ENDED
SEPTEMBER  30,  2005

We  had  no  revenue  for  the  three months ended September 30, 2006.  Our sole
revenues  of  $99,196  for the three months ended September 30, 2005 were due to
membership  fee  revenue.  The decrease in membership fee revenue from the three
months  ended  September 30, 2005, to the three months ended September 30, 2006,
was  mainly  due to decreased membership fees in connection with our prior "Play
for  Pay" business concept, which membership fees were sold on a wholesale basis
to corporations. These licenses require us to manage a golf tournament hosted by
and  paid  by  a  corporation  at  their  sole expense. As of the filing of this
report,  no  holder  of  the  memberships  has  contacted  us  about  hosting  a
tournament. As of approximately January 2005, we moved from the individual "Play
for  Pay"  concept,  and  as  of December 2005, we moved away from the wholesale
"Play  for  Pay" concept. As of the filing of this report, we are solely focused
on  the  development  and  production  of  golf themed reality television shows.

We  had  total  expenses,  consisting  solely  of  operating,  general  and
administrative  expenses  of $1,068,404 for the three months ended September 30,
2006,  compared  to  total expenses, consisting solely of operating, general and
administrative  expenses  of  $464,608  for the three months ended September 30,
2005,  an  increase in total expenses of $603,796 or 130% from the prior period.
The  increase  in  operating, general and administrative expenses was due to our
change  in  business  strategies  away  from  our  "Play for Pay" concept to the
filming,  production  and  promotion  of  The  Million  Dollar  Shootout,  our
reality-based  television  series  and  related  expenses.  The  majority of our
operating,  general  and  administrative  expenses  for  the  three months ended
September  30,  2006  was  due  to  the issuance of 5,000,000 shares of Series A
Preferred  Stock  to our Chief Executive Officer, Michael S. Pagnano, during the
three  months  ended  September  30,  2006,  at  its  estimated  market value of
$900,000.

We  had a net loss from operations for the three months ended September 30, 2006
of $1,068,404, compared to a net loss from operations for the three months ended
September  30,  2005  of  $365,412,  an  increase in net loss from operations of
$702,992 or 192% from the prior period. The increase in net loss from operations
was  mainly  due  to  a 130% increase in total expenses coupled with the $99,196
decrease  in revenues for the three months ended September 30, 2006, compared to
the  three  months  ended  September  30,  2005.

                                       24
<PAGE>

We  had  total other income of $304,999 for the three months ended September 30,
2006,  compared  to  total  other  income  of $70,469 for the three months ended
September 30, 2005, representing an increase in other income of $234,530 or 333%
from  the  prior  period.  The  increase  in  total  other  income  was  mainly
attributable  to  the $188,046 gain on derivative liability and $180,113 gain on
extinguishment  of  debt  resulting  from a substantial modification to the 2004
convertible  debenture  during  the  three  months-ended  September  30,  2006
(described above), compared to the prior period, which increase was attributable
to the accounting treatment of our outstanding Convertible Debentures, which was
offset  by the 37,461 or 131% increase in interest expense, which was mainly due
to  interest  on  our  $190,000  convertible  debt sold pursuant to the May 2006
funding,  which  bears  interest  at the rate of 6% per annum, which convertible
debt  was  sold  subsequent  to  September  30,  2005.

We  had  a  net  loss of $766,324 for the three months ended September 30, 2006,
compared  to  a  net  loss  of $294,943 for the three months ended September 30,
2005,  an  increase  in  net loss of $374,645 or 127% from the prior period. The
increase  in  net  loss  was  mainly  caused  by the 130% increase in operating,
general  and  administrative expenses and $99,196 the decrease in membership fee
revenue  for  the  three  months ended September 30, 2006, compared to the three
months  ended  September  30,  2005.

NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30,2005

We recognized membership fee revenue of $11,097 and $523,948 for the nine months
ended  September  30,  2006  and September 30, 2005, respectively, a decrease of
$512,851  or  97.9%  from  the nine months ended September 30, 2005, to the nine
months  ended September 30, 2006. This decrease was due to discontinuance of the
"Play for Pay" business concept as described above during the end of 2005. While
we  moved away from the "Play for Pay" concept in late 2005, certain memberships
were  sold  by  us  during the fourth quarter of 2005 and actually paid by those
membership  holders during the three months ended March 31, 2006, which resulted
in  $11,097  of  revenue  for  the  nine  months  ended  September  30,  2006.

Operating,  general  and  administrative expenses increased $479,518 or 22.9% to
$2,570,660  for the nine months ended September 30, 2006, compared to operating,
general  and  administrative  expenses  of  $2,091,142 for the nine months ended
September  30,  2005.  The  increase  in  operating,  general and administrative
expenses  was  due  to our change in business strategies away from our "Play for
Pay"  concept  to  the  filming,  production and promotion of The Million Dollar
Shootout, our reality-based television series and related expenses. The majority
of  our operating, general and administrative expenses for the nine months ended
September  30,  2006  was  due  to  the issuance of 9,000,000 shares of Series A
Preferred  Stock  to our Chief Executive Officer, Michael S. Pagnano, during the
nine  months  ended  September  30,  2006,  at  its  estimated  market  value of
$1,860,000.

                                       25
<PAGE>

Net  operating  loss increased $992,369 or 63% to $2,559,563 for the nine months
ended  September  30, 2006, compared to net operating loss of $1,567,194 for the
nine  months  ended  September  30, 2005. The increase in net operating loss was
directly  attributable  to the increase in operating, general and administrative
expenses,  coupled  with  the  decrease  in  revenues.

Interest  expense  increased  $532,652  or  792% to $599,924 for the nine months
ended  September  30, 2006, compared to interest expense of $67,272 for the nine
months ended September 30, 2005. The increase in interest expense was due to our
issuance of $190,000 of convertible notes that bear interest at a rate of 6% per
annum  subsequent  to  September  30,  2005,  and  the  related  amortization of
discounts  associated  with  all  of  our  convertible  debentures.

We had net other income, not including interest expense of $266,396 for the nine
months  ended  September  30,  2006,  compared  to  other  income, not including
interest  expense  of  $50,268  for the nine months ended September 30, 2005, an
increase  in  net  other income of $216,128 or 430% from the prior period, which
increase  was  mainly attributable to the $64,858 net change in the valuation of
the  derivative  liability  of  the  convertible  debentures  and  the  $180,113
extinguishment  gain  recorded  as  a  result  of  our  modification of our 2004
convertible  debenture  (as described above) for the nine months ended September
30,  2006,  compared  to  the  nine  months  ended  September  30,  2005.

Net  loss  increased  $1,309,253  or 83% to $2,893,091 for the nine months ended
September 30, 2006, compared to net loss of $1,583,838 for the nine months ended
September  30,  2005. The increase in net loss was primarily attributable to the
$479,518  or  22.9%  increase in operating, general and administrative expenses,
the  $532,652  or  792%  increase  in interest expense and the $512,851 or 97.9%
decrease in revenue, offset by the $216,128 or 430% increase in net other income
for  the  nine months ended September 30, 2006 (not including interest expense),
compared  to  the  nine  months  ended  September  30,  2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

We had total assets of $791,098 as of September 30, 2006, which assets consisted
of  $96,791  of  current  assets  and  $694,307  of  non-current  assets.  This
represented  a decrease in total assets of $94,898 or 13.6% from total assets of
$696,200  as  of  December  31,  2005.  Included  in  total current assets as of
September  30,  2006,  were  cash  and  cash  equivalents of $15,942 and prepaid
expenses  of  $80,849. Non-current assets as of September 30, 2006, consisted of
property  and  equipment  (net of accumulated deprecation of $13,331) of 12,505;
capitalized  film  production costs of $679,927, which relate to The WGL Million
Dollar  Shootout;  and  deposits  of  $1,875.

The main reason for the increase in total assets was due to the $80,849 increase
in prepaid expenses from December 31, 2005, to September 31, 2006, which was due
to amounts paid to a third party in connection with promotion and advertising of
the  MDSO.

                                       26
<PAGE>

We  had  total  liabilities  as of September 30, 2006 of $1,790,375, compared to
total  liabilities  as  of  December 31, 2005 of $2,355,518, a decrease in total
liabilities  of  $565,143  or 24% from the prior period. The main reason for the
decrease  in total liabilities was the $1,001,062 or 61% decrease in convertible
debenture  derivative  liability  as of September 30, 2006, compared to December
31, 2005, which decrease was due to the conversion of certain of our Convertible
Debentures  into  shares  of common stock during the nine months ended September
30,  2006,  which  was  offset by the $105,268 increase in convertible debenture
derivative  liability and the $323,532 increase in advance from related parties,
which  amount  was  advanced  by our Chief Executive Officer, Michael S. Pagnano
during  the nine months ended September 20, 2006, and included $115,053 borrowed
from  Mr.  Pagnano during the three months ended September 30, 2006, and $40,791
in  salary Mr. Pagnano accrued during the three months ended September 30, 2006.

Total  current  liabilities  as  of  September  30,  2006, consisted of accounts
payable  of  $88,573  accrued  liabilities  of  $111,629; notes payable to prize
winners  of  $277,081,  in  connection with amounts owed to prize winners of the
2001  World Golf League National Tournament, which notes bear interest at 5% per
annum,  and  were  due  in  September  2004, and which are currently in default;
advance  from  related  party  of  $354,532,  which  amount is owed to our Chief
Executive  Officer,  Michael  S.  Pagnano, which amount is payable on demand and
bears  no  interest;  convertible  debenture  (net  of  discount of $236,924) of
$175,512;  and  convertible  debenture  derivative  liability  of  $636,282.

We had negative working capital of $1,546,818 and a total accumulated deficit of
$20,042,147  as  of  September  30,  2006.

We  had  net  cash  used in operating activities of $721,528 for the nine months
ended  September 30, 2006, which was mainly due to $2,893,091 of net loss offset
by  $565,535  of  amortization of discount on derivative liability in connection
with  the Golden Gate and DLC Convertible Debentures and $1,860,000 of preferred
stock  issued  for  services, which represented 9,000,000 shares of our Series A
Preferred  Stock  issued  to Mr. Pagnano in consideration for services rendered,
which  preferred  stock  can vote an aggregate of 3,000,000,000 shares of common
stock  (or  300  shares  of  common  stock  for  each share of preferred stock).

We  had $37,624 of net cash provided by investing activities for the nine months
ended  September  30,  2006,  which was mainly due to a $37,578 increase in film
production  costs  relating  to  The  WGL  Million  Dollar Shootout and a $2,082
increase  in  capital  expenditures  offset  by  $2,036  of disposition of fixed
assets.

We had $775,093 of net cash provided by financing activities for the nine months
ended  September 30, 2006, which was mainly due to $190,000 of net proceeds from
notes  payable  in connection with sales of our convertible debentures, $176,009
of  proceeds  from  the exercise of warrants, $337,640 of net proceeds from note
payable, and $355,123 of advance from a related party, which funds were advanced
by  our  Chief  Executive  Officer,  Michael  S.  Pagnano.

                                       27
<PAGE>

Our  ability  to  continue as a going concern is dependent upon several factors.
These  factors  include:

     -    our ability  to  generate  sufficient  cash  flows  to  meet  our
          obligations  on  a  timely  basis;
     -    obtain  additional  financing  or  refinancing  as  may  be  required;
     -    aggressively  control  costs;  and
     -    achieve  profitability  and  positive  cash  flows.

We  believe that we can continue our operations for approximately six (6) months
if no additional funding is raised due to the amounts which DLC has committed to
fund  us,  in  connection with our entry into a Term Sheet, described in greater
detail  above,  and  from loan proceeds of approximately $240,000 to us from our
Chief  Executive  Officer, Michael S. Pagnano, made during October and November,
2006, which loan is not memorialized in writing. However, we anticipate the need
for  approximately $2,000,000 of additional financing to maintain our operations
for  the  next  twelve  (12) to twenty four (24) months and complete the initial
stages  of  development  on  our  planned reality television series as described
above.  There  can  be  no  assurance  that  the  money  we will require will be
available;  if  available,  will be on favorable terms; or that such anticipated
funding  will  be  sufficient  to  complete  the planned series and/or for us to
maintain  our  business  operations.

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, other than in connection with the Term Sheet with DLC. 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 the planned production of our new reality
television  series  and /or the distribution of our completed television series,
The  WGL  Million  Dollar  Shootout.  We  do  not currently have commitments for
capital  at  this time, other than the Term Sheet with DLC, described below, and
in  greater  detail  above  under  "Subsequent  Events."

GOLDEN  GATE  INVESTORS,  INC.  FUNDING
---------------------------------------

To  obtain  funding  for  our  ongoing  operations, we entered into a Securities
Purchase  Agreement  with  Golden  Gate Investors, Inc., 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

                                       28
<PAGE>

declared  effective  with  the  SEC  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  an  amended
registration  statement  on Form SB-2, which was 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%, matured two years from the date of issuance,
June  4,  2006,  which  date  was  extended  to  June  10, 2007, pursuant to the
Addendum,  described  above,  and  are convertible into our common stock, at the
selling  stockholder's  option.  The convertible debentures are convertible into
the  number  of  our shares of common stock equal to the principal amount of the
debentures  being converted multiplied by 11, less the product of the conversion
price multiplied by ten times the dollar amount of the debenture. The conversion
price  for  the  convertible debenture is the lesser of (i) $0.25 or (ii) eighty
percent  of the average of the five lowest volume weighted average prices during
the  twenty  (20) trading days prior to the conversion. Accordingly, there is in
fact no limit on the number of shares into which the debenture may be converted.
In  addition,  the  selling  stockholder  is  obligated  to exercise the warrant
concurrently  with  the  submission  of  a  conversion  notice  by  the  selling
stockholder. The warrant is exercisable into 2,500,000 shares of common stock at
an  exercise  price  of  $1.00  per  share.

Golden Gate Investors has contractually committed to convert not less than 5% of
the  original  face value of the debenture monthly beginning the month after the
effective  date  of  the  first registration statement. Golden Gate Investors is
required  to  exercise  warrants  concurrently with the exercise of a conversion
notice  under  the  debenture  and  is  committed to exercise at least 5% of the
warrants  per  month after the effective date of the registration statements. In
the  event  that  Golden  Gate Investors breaches the minimum restriction on the
debenture  and  warrant,  Golden  Gate Investors will not be entitled to collect
interest  on  the  debenture  for that month. If Golden Gate Investors submits a
conversion  notice and the volume weighted average price is less then $0.012 per
share,  then  we will be entitled to prepay the portion of the debenture that is
being  converted at 150% of such amount. If we elect to prepay, then Golden Gate
Investors  may  withdraw  its  conversion  notice.

Golden  Gate  Investors has further contractually agreed to restrict its ability
to  convert  the  debenture or exercise their warrants and receive shares of our
common  stock  such  that the number of shares held by Golden Gate Investors and
its  affiliates  after  such  conversion or exercise does not exceed 4.9% of the
then  issued  and  outstanding  shares  of  our  common  stock.

During the nine months ended September 30, 2006, Golden Gate converted $8,374 of
its debentures and was issued an aggregate of 85,306,389 shares of common stock.
The  face  value of the debentures held by Golden Gate at September 30, 2006 was
$143,506.  Subsequent to September 30, 2006, Golden Gate converted $1,000 of its
debenture  and  exercised  10,000  of its warrants (for consideration of $10,000
which  was  previously owed to Golden Gate by us) and was issued an aggregate of
55,000,000  restricted  shares  of  common  stock.

                                       29
<PAGE>

DLC  CAPITAL  GROUP,  LLC  FUNDING
----------------------------------

On  October  13,  2005,  we  entered  into  a  Securities Purchase Agreement, as
amended,  with  DLC  Capital  Group, LLC ("DLC") for the sale of (i) $700,000 in
convertible debentures and (ii) warrants to buy 200,000,000 shares of our common
stock  at  an  exercise  price  of  $0.0015  per share, which warrants expire in
November  2008.  In  addition,  we issued 22,500,000 shares of restricted common
stock  with  "piggy-back" registration rights to DLC as a commitment fee. We and
DLC  also  entered  into  a  Registration  Rights Agreement pursuant to which we
agreed  to  register  the  resale  of  the  common stock issued or issuable upon
conversion  of  the  debenture  and/or exercise of the warrants. Pursuant to the
Securities  Purchase  Agreement,  DLC  was  obligated  to  provide  use  with an
aggregate  of  $700,000  as  follows:

     o    $250,000  was  disbursed  on  October  13,  2005;
     o    $150,000  was  disbursed  on  October  26,  2005;
     o    $100,000  was  disbursed  on  November  4,  2005  after  we  filed  a
          registration  statement  with  the  Securities  and  Exchange
          Commission  (the  "SEC");  and
     o    $200,000  was  disbursed  in  November  2005.

Accordingly, we have received all $700,000 of the funding in connection with the
October  2005  Securities  Purchase  Agreement.

In the event that we are prohibited from issuing common stock, or fail to timely
deliver  common  stock,  or upon the occurrence of an event of default under the
debenture,  then  at  DLC's  election, we must pay DLC 150% of the amount of the
debenture together with accrued but unpaid interest ("Mandatory Redemption"). If
we  are  delayed  in the delivery of the common stock upon the conversion of the
debenture  or  the payment upon Mandatory Redemption, we have agreed to pay late
payments  to  DLC  in  the  amount  of $100 per business day for each $10,000 of
debenture  principal  amount  being  converted  or  redeemed.

Pursuant  to the Securities Purchase Agreement, DLC has contractually agreed not
to  engage  in  short  sales of our common stock, or sell put options or similar
instruments  with  respect  to  our  common  stock  so  long as the debenture is
outstanding.  DLC  is entitled to a right of first refusal prior to us incurring
any  additional debt through third party financing to enable DLC to either match
the  terms  of the other financing or add additional principal to the debenture.
If  DLC  does  not  exercise  this  right of first refusal, DLC has the right to
demand  repayment  of  one  hundred  fifty  percent  (150%)  of  the outstanding
principal and accrued interest on the debenture as a pre-condition to us closing
the third party debt financing. So long as the debenture is outstanding, we have
agreed,  to  the fullest extent allowable under our previous debt financing with
Golden  Gate Investors, Inc. (as described above), to prepay that portion of the
previous  debt  financing  that  Golden  Gate  Investors  elects  to  convert.

                                       30
<PAGE>

Convertible  Debenture
----------------------

On  October  13, 2005, we issued a convertible debenture to DLC in the aggregate
principal  amount  of  $700,000. The debenture bears interest at a rate of eight
percent (8%) per annum, calculated on the basis of a 360-day year for the actual
number  of days elapsed, which interest is due and payable monthly in arrears on
the  15th  day  of  each  month  the  debenture  is  outstanding.

The  debenture  is payable on October 12, 2007. The interest on the debenture is
payable  in  cash  or,  at  the option of DLC, in shares of our common stock. We
cannot  prepay  the  debenture  unless  we  obtain  the  written consent of DLC;
however,  pursuant  to  the  Securities Purchase Agreement, we may, at any time,
redeem  for  cash all or any part of the debenture and any accrued interest at a
price  equal  to one hundred fifty percent (150%) of the then outstanding amount
of  principal  and  accrued  interest.

The  debenture  may be converted at any time at DLC's option, either in whole or
in  part, into shares of our common stock; however, DLC has contractually agreed
to  restrict  its  ability to convert its debenture or exercise its warrants and
receive  shares  of  our  common  stock such that the number of shares of common
stock  held  by them and their affiliates after such conversion or exercise does
not  exceed  9.99%  of  our  issued  and  outstanding  common  stock.

DLC may request conversion of any interest on the debenture in lieu of a payment
of  interest  in  cash.  At  the time of conversion, we must pay DLC in cash any
accrued  and  unpaid  interest  on  the  debenture being converted which, at the
option  of DLC, has not been included in the conversion. The number of shares of
common  stock  into which the debenture or interest may be converted is equal to
the  dollar  amount  of the debenture or interest being converted divided by the
applicable  conversion  price.

For  purposes  of  the  debenture,  the  "conversion price" is the lesser of (i)
$0.25;  (ii)  seventy  percent  (70%)  of  the average of the five lowest volume
weighted  average prices during the twenty trading days prior to the conversion;
or  (iii)  seventy  percent  (70%)  of  the volume weighted average price on the
trading day prior to the conversion. If any portion of the principal or interest
on  the  debenture is not paid within ten (10) days of the date it is due, then,
as a late payment penalty, the percentages in (i) and (ii), above, will decrease
by one percentage point for all conversions of the debenture thereafter. DLC has
agreed  that it will convert at least five percent (5%) of the face value of the
debenture into shares of common stock each month. If DLC converts more than five
percent  (5%)  of  the  debenture  in  any calendar month, the excess conversion
amount  will  be credited against the next month's minimum conversion amount. If
DLC converts less than five percent (5%) of the debenture in any month, DLC will
not  be  entitled  to  collect  interest  on  the debenture for that month if we
provide  DLC written notice, at least five business days prior to the end of the
month  of  DLC's  failure to convert the minimum required amount of common stock
for  that  month.

                                       31
<PAGE>

If  at  any  time  during any calendar month (iii) above falls below $0.001, DLC
will not be obligated to convert any portion of the debenture during that month.
If DLC elects to convert on a day that the volume weighted average price is less
then  $0.001 per share, then we will have the right to prepay the amount that is
being  converted,  plus any accrued and unpaid interest, at 150% of such amount;
however,  if we elect to prepay in this situation, DLC has the right to withdraw
the  notice  of conversion. Accordingly, there is in fact no limit on the number
of  shares  into  which  the  debenture  may  be  converted.

If an event of default occurs under the debenture and is continuing, then and in
every  such  case DLC may, by a notice in writing to us, rescind any outstanding
request  for  conversion  and  declare  that  all  amounts  owing  or  otherwise
outstanding  under  the  debenture  are immediately due and payable in cash at a
price  of  one  hundred  fifty  percent  (150%)  of  the principal amount of the
debenture,  together with all accrued and unpaid interest thereon to the date of
payment.

During  the  nine  months  ended  September  30,  2006,  we issued approximately
141,400,000  shares  of  common  stock  in  connection  with  the  conversion of
approximately  $67,739 of the outstanding debentures held by DLC. The face value
of  the  remaining  amount  of  the 2005 DLC debenture at September 30, 2006 was
$268,930.

MAY  2006  DLC  FUNDING
-----------------------

We and DLC entered into a Securities Purchase Agreement dated as of May 18, 2006
(the  "Closing"  and  the  "Purchase  Agreement")  whereby  we agreed to sell an
aggregate  of $400,000 in convertible notes ("Convertible Notes" or "Notes") and
up to 700,000,000 warrants to purchase shares of our common stock at an exercise
price  of  $0.004  ("Stock Purchase Warrants" or "Warrants"). At the Closing, we
sold  DLC  a  Convertible  Note in the principal amount of one hundred and forty
five  thousand  dollars  ($145,000) (the "Note") and a Stock Purchase Warrant to
purchase  an  aggregate of 253,750,000 shares of our common stock at an exercise
price  of  $0.004  per  share.

Additionally,  DLC  agreed  that  upon  the  filing  of a Registration Statement
covering  the  Note,  it would purchase additional Notes (the "Filing Notes") in
the  aggregate  principal  amount  of  fifty-five thousand dollars ($55,000) and
additional  warrants  (the  "Filing  Warrants")  to  purchase  an  aggregate  of
96,250,000  shares  of  Common Stock, with the closing of such purchase to occur
within  five  (5)  days  of the filing date of the Registration Statement and to
purchase  additional notes (the "Effectiveness Notes" and, collectively with the
Filing  Notes,  the "Additional Notes") in the aggregate principal amount of two
hundred  thousand dollars ($200,000) and additional warrants (the "Effectiveness
Warrants" and, collectively with the Filing Warrants, the "Additional Warrants")
to  purchase  an  aggregate  of  350,000,000  shares  of  Common  Stock upon the
effectiveness  of  the Registration Statement, with the closing of such purchase

                                       32
<PAGE>

to occur within five (5) days of the date the Registration Statement is declared
effective  by  the  Commission.  The  terms  of  the  Additional  Notes  and the
Additional  Warrants  shall be identical to the terms of the Notes and Warrants.
The  May  2006 Closing with DLC is described in greater detail above under " DLC
Funding"  above.

Of  the  money  received in connection with the sale of the $400,000 in Notes to
DLC,  we  received $20,000 upon our entry into the term sheet in connection with
the  May  2006  Closing,  which  amount  was  paid  to  Mandalay  Entertainment
("Mandalay")  in  connection  with  the  final payment on a contract we had with
Mandalay;  we  received  $75,000  on April 7, 2006, which amount we have paid to
Convergence  File  & Television, Inc., our production partner in connection with
the  filming  of  The  WGL Million Dollar Shootout; we received $50,000 upon the
filing  of  our  10-KSB for the year ended December 31, 2005; and we received an
advance  of  $45,000  subsequent  to the filing of our 10-KSB for the year ended
December  31,  2005,  which we used to pay various accrued professional fees and
general  corporate  expenses;  we will receive $10,000 upon the filing of a Form
SB-2 to register the shares convertible into common stock in connection with the
debenture  and  will  receive  the final $200,000 upon the effectiveness date of
such  Form  SB-2, or if we are able to rely on an exemption from registration of
the  shares of common stock underlying the Convertible Notes pursuant to Section
3(a)(10)  of  the  Securities  Act  of  1933,  as described above, we anticipate
receiving  the  additional  $210,000  upon  the  grant  date  of such exemption.

                                       33
<PAGE>

                                  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.

We  had a net loss of $3,020,100 for the year ended December 31, 2005, and a net
loss of $2,893,091 for the nine months ended September 30, 2006. We had negative
working  capital  of  $1,546,818 and an accumulated deficit of $20,042,147 as of
September  30,  2006.  If  we  continue to have no revenues moving forward 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, including 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
DLC.  In  the  event that we cannot obtain additional financing or our financing
arrangement  with  DLC  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.

WE  OWE  $1,000,000  TO  THE WINNING TEAM OF THE FIRST SEASON OF THE WGL MILLION
DOLLAR  SHOOTOUT, WHICH IF NOT SATISFIED COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR  BUSINESS  AND  FINANCIAL  CONDITION.

Pursuant  to  our agreements with the contestants in the first season of The WGL
Million  Dollar  Shootout,  we will be liable for $1,000,000 to the winning team
within  thirty  days  after  the broadcast of the final episode. While we do not
currently  have  any distribution agreements in place and/or a scheduled date of
when  such final episode will air, we do not have the $1,000,000 of cash on hand
to  pay  such prize money, if such final episode was to air. We hope to pay this
amount  through licensing and advertising fees paid to us in connection with The
WGL  Million Dollar Shootout, however, there can be no assurance that we will be
able  to  obtain the money to pay such prize money when due. If we are unable to
pay  the  prize money when due, it could have a materially adverse effect on our
business  and  financial  condition.  Additionally,  if we are unable to pay the

                                       34
<PAGE>

prize  money  to  the winners of the WGL Million Dollar Shootout, our reputation
could  be  adversely  effected,  which  could  make  it harder for us to produce
television  shows  in  the future, and could ultimately lead to our common stock
becoming  worthless.

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 $280,000 to satisfy the obligations
of our past tournament winners which obligation became due in September 2004. We
anticipate  the need for approximately $2,000,000 of additional capital in order
to  continue  our  business operations, implement our business plan and complete
the  filming  and  production of our planned reality television show during 2006
and  2007.  Without this additional capital, the Company believes that it cannot
operate  at  its  current level of liquidity for more than approximately six (6)
months, assuming it is able to raise the additional $210,000 through the sale of
additional notes under its May 2006 funding, and less time if such sales are not
consummated.  If  the Company is not able to raise the additional $210,000 it is
due  to receive pursuant to additional tranches of its May 2006 funding, it will
need  to  take  steps  to raise additional debt or equity capital in the future.

There  can be no assurance that any new capital will be available to the Company
or  that adequate funds for the Company's operations, whether from the Company's
revenues, financial markets, or other arrangements will be available when needed
or  on  terms  satisfactory to the Company. Any additional financing may involve
dilution  to  the  Company's  then-existing shareholders. At this time, no other
additional  financing  has  been  secured  or  identified.  The  Company  has 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.

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

We  have  produced  The  WGL Million Dollar Shootout, a reality-based television
show,  during 2005 and the first quarter of 2006. We have not obtained a network
contract  to  broadcast  the  show.  Our lack of experience producing television
shows  could  prevent  us from being successful in this new business venture. In
the  event  that  we  cannot  obtain a network contract to broadcast the show or
obtain  adequate  funds  from debt or equity financing or from sponsorship, will
have a material adverse effect on our financial condition, liquidity and results
of  operations. As a result, we may be forced to curtail or abandon our business
plan  and  our  common  stock  may  become  devalued  and/or  worthless.

                                       35
<PAGE>

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

We entered into a Stipulated Injunction with the State of Florida, Office of the
Attorney  General  in July 2003, regarding a settlement of our unpaid obligation
to  the  winners  of  the 2001 World Golf League National Tournament. During the
fiscal year ended December 31, 2003, we executed notes payable to the winners of
the  2001  World  Golf  League  National Tournament for an aggregate of $300,000
bearing  interest  at  5% per annum. The notes became due in September 2004, and
the  remaining  balance owed as of September 30, 2006 of $280,081 is in default.
As  discussed  under  the heading "Legal Proceedings," an individual has sued us
alleging that they are one of the winners of the 2001 World Golf League National
Tournament  holding  one  of  the  notes  which  is  in default in the amount of
$22,500,  and  such individual has obtained a default judgment against us in the
amount  of  $22,500,  which has not been paid to date. 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  MAY  CAUSE  IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO OUR
EXISTING  STOCKHOLDERS.

The  issuance  of  shares  upon  conversion  of  the  Debentures and exercise of
Warrants  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 9.9% 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.

OUR  INDEPENDENT  AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE  AS  A  GOING  CONCERN,  WHICH  MAY HINDER OUR ABILITY TO OBTAIN FUTURE
FINANCING.

In  their report dated April 15, 2006, attached to our report on Form 10-KSB for
the  period  ending  December 31, 2005, our independent auditors stated that our
financial statements for the year ended December 31, 2005 were prepared assuming
that  we  would  continue as a going concern. Our ability to continue as a going
concern is an issue raised as a result of recurring losses, including net losses
of $3,020,100 for the year ended December 31, 2005, and a net loss of $2,893,091
for  the  nine  months  ended  September  30,  2006, negative working capital of
$1,546,818,  and an accumulated deficit of $20,042,147 as of September 30, 2006.
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

                                       36
<PAGE>

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.

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

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

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

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

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

We  could  not determine whether a valid exemption from registration existed for
additional issuances of our common stock to the World Golf Florida shareholders,
and  as  a  result  we  have  decided not to issue any of the shares that we had
previously  agreed  to  issue. The Exchange Agreement stated, in pertinent part,
that  in  the  event  $1,000,000 was not raised by us with the assistance of the
Novus  Shareholders,  the  World  Golf  Florida  shareholders  would  receive an
additional  30,000,000  post-split  shares on a pro rata basis as their original
shares  were  issuable pursuant to the Exchange Agreement. As $1,000,000 was not

                                       37
<PAGE>

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  Florida
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  MAY  HAVE  INADVERTENTLY  ISSUED  MORE SHARES THAN WE ACTUALLY REGISTERED ON
FORMS  S-8  DURING  2004  AND  2005,  AND  HAVE  OFFERED  RESCISSION  ON SEVERAL
ISSUANCES.  ADDITIONALLY,  WE  MAY HAVE ISSUED S-8 REGISTERED SHARES DURING 2005
AND  2006,  WHICH SHARES MAY NOT HAVE BEEN ELIGIBLE TO BE ISSUED AS FREE TRADING
PURSUANT  TO  FORM  S-8.

It  has  come to our attention that we may have inadvertently issued more shares
of  our  common  stock  than we actually registered on Forms S-8 during 2004 and
2005, which issuances may have been in violation of one or more federal or state
securities  laws.  We  have offered rescission to consultants who we believe may
have  received shares in excess of the amount registered. We offered to pay upon
tender  of  the  shares, an amount equal to the value of the consideration given
for  the  common  stock  subject  to  the  rescission offer plus interest at the
applicable  statutory rate in the state in which the consultant resides from the
date  of  issuance through the date the rescission offer expires less any income
received  by  the  consultant  from the common stock; or if the shares of common
stock subject to the rescission have been disposed of, the difference between 1)
the  amount that would be received upon tender of the shares of common stock and
2) the aggregate price received by the consultant upon disposition of the common
stock  plus  the amount of any income received by the consultant from the common
stock.  While  all  of the consultants who were offered rescission rejected such
rescission,  we could still be found to be liable to the consultants pursuant to
the  terms  of  our  rescission  offer,  at  law  or  in  equity.

Additionally,  we  may have issued shares of common stock to certain individuals
and entities during 2005 and 2006, which shares were registered pursuant to Form
S-8,  which  issuances  may not have been eligible for registration on Form S-8,
and  which  issuances  may  therefore  be in violation of one or more federal or
state  securities laws. We have not offered any of these shareholders rescission
and we may therefore be liable to such shareholders in an amount equal to i) the
value of the consideration given for such shares plus interest at the applicable
statutory  rate  in  the state in which the shareholder resides from the date of
issuance  of  the  shares  less any income received by the shareholders from the
shares;  or  ii)  if the shares have been disposed of, the difference between 1)
the  amount that such shareholder would receive pursuant to (i) above and 2) the
aggregate  price received by the shareholder upon disposition of the shares plus
the  amount of any income received by the shareholder from the shares. As of the
filing  of  this  report,  we  do  not have any plans to offer rescission to the
shareholders  who  may  have received Form S-8 registered shares, which may have
not  been  eligible  for  registration  pursuant  to  Form  S-8.

                                       38
<PAGE>

OUR  PREVIOUSLY  FILED PRESS RELEASES DISCUSSED CERTAIN ANTICIPATED EVENTS WHICH
FAILED TO OCCUR AND PROJECTED REVENUES FOR CERTAIN OF OUR PROJECTS WHICH MAY NOT
COME  TO  FRUITION AND AS A RESULT, WE COULD FACE LIABILITY FROM SHAREHOLDERS OR
REGULATORS  IN  CONNECTION  WITH  SUCH  PRESS  RELEASES.

Certain  of our press releases issued within the past six months referred to the
anticipated  entry  into  distribution  agreements  for  our MDSO, including our
October  26,  2006  press  release  which  stated that one of our partners would
negotiate  "eight  additional"  airing  rights agreements, which may have misled
investors  into believing that we currently had one or many airing agreements in
place,  which  we  don't,  as well as our October 23 and 24, 2006 press releases
which  stated that we believed we would close up to four airing contracts within
thirty  days  (which  now  seems  unlikely  as  we  have  not  closed any airing
agreements  to date), and our October 9, 2006 press release which stated that we
anticipated  closing  a  network  contract  with  an Asian television network on
October  11, 2006, which contract has not closed to date.  Additionally, certain
of  our  press  releases,  including  our  October  30, 2006 press release which
projected  revenue of "over 12 million dollars" during the first season and over
"thirty  million  dollars"  over  the  next  two  years  in  connection with the
broadcasting  of the MDSO, which projections may not come to fruition, and which
projections  our  management  now  believes  were  too  aggressive  as we do not
currently  have  a  distributor  in  place  for  the MDSO and there is no way to
project  with  any  accuracy  the  future revenues the broadcasting of such show
might  generate.  If any investors purchased shares of our common stock based on
our  previous  press  releases,  which may have led certain investors to believe
that  the closing of broadcast contracts on our MDSO was imminent and/or that we
would generate substantial revenues from the MDSO, which we currently believe it
is  too  early  to  tell,  we  could  face liability for such purchases if those
investors  end  up  losing  money  on  our  common stock.  Additionally, because
certain  of  our  press releases may have included aggressive projections, which
may  not  have  been  clearly  marked as estimates, we could face liability from
market  regulators  in  the  future  in  connection  with  such  press releases.

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

IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD 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

                                       39
<PAGE>

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.

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.

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

As  of November 15, 2006, we had 4,522,805,663 shares of common stock issued and
outstanding. We have registered the resale of approximately 1,412,000,000 shares
of common stock for issuance under convertible debentures, which amount does not
include  any  shares in connection with the new DLC funding, as described above,
or  the additional two hundred and fifty million (250,000,000) shares underlying
warrants  granted  to  DLC  in connection with the amendment agreement with DLC,
described  above,  or  the  conversion  of  any  currently outstanding amount of
convertible debentures or warrants held by Golden Gate or DLC. Additionally, 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.
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

                                       40
<PAGE>

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  currently outstanding convertible debentures are convertible by Golden Gate
and DLC into shares of our common stock at a 20% and 30% discount, respectively,
to  the  trading  price  of  the  common  stock  prior  to  the  conversion. The
significant  downward  pressure  on the price of the common stock as the selling
stockholders  convert  and sell material amounts of common stock could encourage
short  sales  by  investors.  This  could place further downward pressure on the
price  of our common stock. Golden Gate and DLC could sell common stock into the
market  in  anticipation  of  covering  the  short  sale  by  converting  their
securities,  which could cause the further downward pressure on the stock price.

In  addition,  not only the sale of shares issued upon conversion or exercise of
debentures  and  warrants,  but  also the mere perception that these sales could
occur,  may  adversely  affect  the  market  price  of  the  common  stock.

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

The  issuance of shares upon conversion of the convertible debentures may result
in substantial dilution to the interests of other stockholders since the selling
stockholders  may  ultimately  convert  and  sell  the  full  amount issuable on
conversion.  Although  Golden  Gate  and  DLC  may  not  convert the convertible
debentures  and/or  exercise  the  warrants if such conversion or exercise would
cause  Golden  Gate or DLC to own more than 4.9% of our outstanding common stock
(or,  in  DLC's case, 9.99% of our outstanding common stock), these restrictions
do  not  prevent  Golden  Gate  or DLC from converting and/or exercising some of
their holdings and then converting the rest of their holdings. In this way, they
could  sell more than this limit while never holding more than this limit. There
is no upper limit on the number of shares that may be issued which will have the
effect of further diluting the proportionate equity interest and voting power of
holders  of  our  common  stock.

                                       41
<PAGE>

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

Based on our current market price and the potential decrease in our market price
as  a  result  of  the  issuance  of  shares  upon conversion of the convertible
debentures,  we  have  made  a good faith estimate as to the amount of shares of
common stock that we are required to register and allocate for conversion of the
convertible  debentures.  Accordingly, we have registered 1,412,000,000 to cover
the conversion of the convertible debentures to date, and will need to amend our
Registration  Statement  in  the  future to cover the additional two hundred and
fifty  million  (250,000,000)  warrants  issued  to  DLC  in connection with the
amendment  agreement,  and  in  connection  with  the new DLC funding, described
above.  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. In October 2005, we entered into a Securities Purchase Agreement for
the  sale of an aggregate of $700,000 in convertible debentures. The convertible
debentures  are  due  and  payable, with 8% interest, two years from the date of
issuance,  unless sooner converted into shares of our common stock. In May 2006,
we  agreed to sell an aggregate of $400,000 in convertible debentures to DLC, of
which  $190,000  in  debentures have been sold to date, which debentures are due
and  payable,  with  10%  interest  on  May 18, 2009. Any event of default could
require  the  early  repayment of the convertible debentures at a price equal to
150%  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.

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<PAGE>

IF WE ARE LATE TWO MORE TIMES IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE
SEC  IN THE NEXT TWENTY-FOUR (24) MONTHS, WE WILL BE DE-LISTED FROM THE OVER-THE
-COUNTER  BULLETIN  BOARD.

Pursuant  to new Over-The-Counter Bulletin Board ("OTCBB") rules relating to the
timely  filing of periodic reports with the SEC, any OTCBB issuer which fails to
file  a  periodic  report  (Form  10-QSB's  or 10-KSB's) by the due date of such
report  (not withstanding any extension granted to the issuer by the filing of a
Form  12b-25),  three  (3)  times  during  any  twenty-four (24) month period is
automatically  de-listed  from  the  OTCBB.  Such  removed  issuer  would not be
re-eligible  to  be  listed  on the OTCBB for a period of one-year, during which
time  any  subsequent late filing would reset the one-year period of de-listing.
As  we were late in filing our Form 10-KSB for the year ended December 31, 2005,
if  we are late in filing our periodic filings two times prior to the expiration
of  the  current  twenty-four  (24) month period, and/or late three times in any
subsequent  twenty-four  (24) month period, we will be de-listed from the OTCBB,
and  as  a  result, our securities may become worthless, and we may be forced to
curtail  or  abandon  our  business  plan.

OUR  COMMON  STOCK  IS  SUBJECT TO THE "PENNY STOCK" RULES OF THE SECURITIES AND
EXCHANGE  COMMISSION  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  Commission  under  the  Securities  Exchange  Act  of 1934. The
Commission's Rule 15g-9 regarding penny stocks imposes 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;
(iv)  monthly  account  statements  showing the market value of each penny stock
held  in the customer's account and (v) the rules require that a broker wait two
business  days  after sending the risk disclosure document to an investor before
effecting  a  transaction  in penny stocks for that investor. 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. Additionally, various

                                       43
<PAGE>

state  securities laws impose restrictions on transferring "penny stocks" and as
a  result,  investors  in  the common stock may have their ability to sell their
shares  of  the  common  stock  impaired.

ITEM  3.  CONTROLS  AND  PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.  The Company's Chief
Executive  Officer  and  Chief  Financial  Officer,  after  evaluating  the
effectiveness  of the Company's "disclosure controls and procedures" (as defined
in  the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of end
of the period covered by this Report on Form 10-QSB (the "Evaluation Date"), has
concluded  that as of the Evaluation Date, the Company's disclosure controls and
procedures  were  not effective to provide reasonable assurance that information
we are required to disclose in reports that we file or submit under the Exchange
Act  is  recorded,  processed,  summarized  and reported within the time periods
specified  in  the  Securities and Exchange Commission rules and forms, and that
such  information  is  accumulated and communicated to our management, including
our  Chief  Executive  Officer  and  Chief Financial Officer, as appropriate, to
allow  timely  decisions  regarding  required  disclosure.

Our  management  determined  on  April  10, 2006, that our historical accounting
treatment  of  Convertible  Debentures  and  Warrants was incorrect and that the
Company  would  need  to  restate  its  financial  statements for the year ended
December 31, 2004 and for the periods ended March 31, June 30, and September 30,
2005.  We  have determined that our convertible debentures and warrants were not
accounted for appropriately in these periods in accordance with the requirements
of  EITF  No. 00-19, "Accounting for Derivative Financial Instruments Indexed to
and  Potentially  Settled  in  a  Company's  Own Stock," and related rules. As a
result,  our  financial statements for these periods, should no longer be relied
upon  by our shareholders. We have discussed these matters with Malone & Bailey,
P.C.  and  Ham,  Langston  &  Brezina,  LLP,  the  independent registered public
accounting  firm  that  audited  the Company's financial statements for the year
ended  December 31, 2004 and reviewed the Company's financial statements for the
periods ended June 30 and September 30, 2004 and March 31, June 30 and September
30,  2005.

The Company is working with its independent registered public accounting firm to
complete  the review of the accounting matters discussed above. Once this review
is  complete,  the  Company will restate its applicable financial statements and
file amendments to its reports with the Commission reflecting these restatements
as  soon  as  practicable.

(b)  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 were reasonably likely
to  materially  affect,  our  internal  control  over  financial  reporting.

                                       44
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1. LEGAL PROCEEDINGS

In  July 2003, we entered into a Stipulated Injunction with the State of Florida
Office  of  the Attorney General regarding a settlement of our unpaid obligation
to  the  winners  of the 2001 World Golf League National Tournament. Pursuant to
the Stipulated Injunction, we agreed that, after the payment of certain specific
expenses,  the  Florida  Attorney  General  would receive 60% of the proceeds we
receive  from  the  sale  of  our common stock by the former Novus stockholders.
During  the  year  ended  December  31,  2003,  we  paid $314,000 to the Florida
Attorney  General  and  executed  notes payable to the winners of the 2001 World
Golf League National Tournament for an aggregate of $300,000 in full settlement.
In addition, we paid the Florida Attorney General $20,000 in connection with the
settlement.  The  notes  became due in September 2004, and the remaining balance
owed  as  of  June  30, 2006 of approximately $280,000 is in default. We plan to
repay  the  notes  as  our  cash  flow  permits.

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

In April 2005, we filed a motion to dismiss Mr. Bertsch's case, which motion was
denied  by  the  court.  On  October  21,  2005,  Mr. Bertsch obtained a default
judgment  against  us,  which  damages hearing was set for November 28, 2005. At
such  damages hearing, Mr. Bertsch was awarded a judgment of $22,500 against us,
which  judgment  remains  outstanding  to  date.

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.

ITEM 2. CHANGES IN SECURITIES

We  issued  the  following  shares  of  restricted common stock during the three
months  ended  September  30,  2006:

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<PAGE>

On  July  5,  2006,  our Board of Directors unanimously approved the issuance of
5,000,000  shares of our Series A Preferred Stock to our Chief Executive Officer
and  Director,  Michael S. Pagnano in consideration for his continued service as
Chief  Executive  Officer  and  for  agreeing  to  enter  into  a new employment
agreement  with  us. We claim an exemption from registration afforded by Section
4(2)  of  the Securities Act of 1933 since the issuance did not involve a public
offering,  the  recipient  took  the shares for investment and not resale and we
took  appropriate  measures to restrict transfer. No underwriters or agents were
involved  in the issuance and no underwriting discounts or commissions were paid
by  us.

We  issued  the  following  shares  of restricted common stock subsequent to the
three  months  ended  September  30,  2006:

 On  October  19,  2006,  Golden  Gate  converted  $1,000  of  their outstanding
convertible  debenture into 54,990,000 shares of our common stock, and exercised
10,000  warrants  for  aggregate  consideration  of  $10,000,  which  amount was
deducted  from  their  previous prepaid balance of $10,000, leaving a balance of
$0.  In  connection  with the conversion and the exercise, we issued Golden Gate
an  aggregate  of 55,000,000 shares of restricted common stock in November 2006.
We  claim  an  exemption  from  registration  afforded  by  Section  4(2) of the
Securities Act of 1933 since the issuance did not involve a public offering, the
recipient  took the shares for investment and not resale and we took appropriate
measures  to  restrict  transfer. No underwriters or agents were involved in the
issuance  and  no  underwriting  discounts  or  commissions  were  paid  by  us.

Pursuant  to  a  Consulting Agreement entered into in October 2006, we granted a
consultant  an  aggregate of four hundred million (400,000,000) shares of common
stock  and  1,038,500,000  warrants  to  purchase  shares  of common stock at an
exercise price of $0.00022 per share (a 30% discount to the then market price of
our common stock).  All of the shares and warrants were registered pursuant to a
Form  S-8  registration statement. All of the shares have been issued and all of
the  warrants  have  been  exercised  to  date  and we have received $100,000 in
connection  with  such  exercises and are owed approximately another $124,000 in
connection  with  the  exercises  from  the  consultant.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

Exhibit No.                         Description
-----------                         -----------

3.1(1)     Certificate  of  Designations  of  Series  A  Preferred  Stock

3.2(7)     Certificate of Amendment to the Certificate of Designations of Series
           A  Preferred  Stock

3.2(8)     Certificate of Amendment to the Certificate of Designations of Series
           A  Preferred  Stock

3.3(10)    Certificate  of Amendment to the Certificate of Incorporation of the
           Company

4.1(2)     Securities  Purchase  Agreement  dated  June 2004 entered between the
           Company  and  Golden  Gate  Investors,  Inc.

4.2(2)     Convertible Debenture dated June 2004 entered between the Company and
           Golden  Gate  Investors,  Inc.

4.3(2)     Warrant  to  Purchase  Common  Stock dated June 2004 issued to Golden
           Gate  Investors,  Inc.

4.4(2)     Registration  Rights Agreement dated June 2004 entered between Golden
           Gate  Investors,  Inc.  and  the  Company

4.5(3)     Securities  Purchase Agreement dated October 13, 2005 entered between
           the  Registrant  and  DLC  Capital  Group,  LLC

4.6(3)     Convertible  Debenture  dated  October  13,  2005 entered between the
           Registrant  and  DLC  Capital  Group,  LLC

4.7(3)     Warrant to Purchase Common Stock dated October 13, 2005 issued to DLC
           Capital  Group,  LLC

4.8(3)     Registration  Rights  Agreement  dated  October  13, 2005 between the
           Registrant  and  DLC  Capital  Group,  LLC

4.5(3)     Amendment  to  Securities  Purchase Agreement, Convertible Debenture,
           Warrant  and  Registration  Rights  Agreement,  dated  October  27,
           2005 entered between  the  Company  and  DLC  Capital  Group,  LLC

                                       47
<PAGE>

4.6(11)    Amended  and  Restated  2006  Stock  Incentive  Plan

10.1(4)    Agreement  with  Paxson  Productions,  Inc.

10.2(5)    Settlement  and  Release  Agreement  with  Paxson

10.3(6)    Securities  Purchase  Agreement  with  DLC  dated  May  18,  2006

10.4(6)    Convertible  Note  with  DLC  dated  May  18,  2006

10.5(6)    Stock  Purchase  Warrant  with  DLC  dated  May  18,  2006

10.6(6)    Registration  Rights  Agreement  with  DLC  dated  May  18,  2006

10.7(7)    Amendment  Letter  with  DLC  dated  January  2,  2006

10.8(9)    Employment  Agreement  with  Michael  S.  Pagnano

10.9(9)    Television  Distribution  Agreement

10.10*     Addendum  to  Convertible  Debenture  and  Warrant to Purchase Common
           Stock

10.11*     Consulting  Agreement

31.1*      Certificate  of  the Chief  Executive  Officer  and  Chief  Financial
           Officer pursuant  to  Section  302 of the  Sarbanes-Oxley Act of 2002

32.1*      Certificate of the Chief Executive Officer and Chief Financial
           Officer pursuant  to  Section 906 of  the  Sarbanes-Oxley Act of 2002

 * Filed Herein.

(1)     Filed as Exhibit 3.1 to our report on Form 8-K filed with the Commission
on October 10, 2003, and incorporated herein by reference.

(2)     Filed as Exhibits 4.1, 4.2, 4.3, 4.4, 10.2 and 10.3, respectively, to
the registration statement on Form SB-2 filed on July 27, 2004, and incorporated
herein by reference.

(3)     Filed as an Exhibit to our Registration Statement on Form SB-2, filed
with the Commission on November 3, 2005, and incorporated herein by reference.

(4)     Filed as Exhibit 10.1 to the Registrant's Form 8-K filed with the
Commission on August 10, 2005, and incorporated herein by reference.

                                       48
<PAGE>

(5)     Filed as an Exhibit to our report on Form 8-K filed with the Commission
on January 9, 2006, and incorporated herein by reference.

(6)     Filed as Exhibits to our report on Form 8-K filed with the Commission on
May 25, 2006, an incorporated herein by reference.

(7)     Filed as Exhibits to our Quarterly Report on Form 10-QSB, filed with the
Commission on May 22, 2006, and incorporated herein by reference.

(8)     Filed as an Exhibit to our Report on Form 8-K filed with the Commission
on July 5, 2006, and incorporated herein by reference.

(9)     Filed as Exhibits to our Report on Form 10-QSB, filed with the
Commission on August 21, 2006, and incorporated herein by reference.

(10)     Filed  as  an  Exhibit  to  our  Report  on  Form  8-K,  filed with the
Commission  on  August  28,  2006,  and  incorporated  herein  by  reference.

(11)     Filed  as  an Exhibit to our Amendment No. 1 to our Form S-8 filed with
the  Commission  on  October  4,  2006,  and  incorporated  herein by reference.

B) REPORTS ON FORM 8-K:

We filed the following Reports on Form 8-K during the three months ended
September 30, 2006:

o    We filed  a  report on Form 8-K on July 5, 2006, to report that we filed an
     amended Certificate of Designations to increase the number of shares of our
     Series  A  Preferred  Stock.

o    We filed  a  report on Form 8-K on August 28, 2006, to report the fact that
     we  filed  a  Certificate  of Amendment to our Articles of Incorporation to
     change  our  name  to  WGL  Entertainment  Holdings,  Inc. and to authorize
     10,000,000,000  shares  of  common  stock.

                                       49
<PAGE>
                                   SIGNATURES

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

                             WGL ENTERTAINMENT HOLDINGS, INC.
                             --------------------------------

DATED: November 20, 2006     By: /s/ Michael S. Pagnano
                                 ------------------------
                                 Michael S. Pagnano
                                 Chief Executive Officer

                                       50
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