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

                                   FORM 10-QSB

(Mark One)

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

               For the quarterly period ended March 31, 2006

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

               For the transition period from           to
                                             -----------   --------------
               Commission file number 000-49756


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


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

            2139 STATE ROAD 434, SUITE 101, LONGWOOD, FLORIDA, 32779
            --------------------------------------------------------
                    (Address of principal executive offices)

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



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

     As of May 16, 2006, 2,459,994,293 shares of Common Stock of the issuer were
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].

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                         THE WORLD GOLF LEAGUE, INC.
                               BALANCE SHEETS
                               MARCH 31, 2006

                                                                 MARCH 31,      DECEMBER 31,
                                                                   2006            2005
   ASSETS                                                       (UNAUDITED)
---------------                                                -------------   -------------
<S>                                                                 <C>             <C>

Current assets
  Cash and cash equivalents                                    $      21,588   $           -
  Advance to repurchase stock                                         43,500          37,500
                                                               -------------   -------------
    Total current assets                                              65,088          37,500

Property and equipment, net of accumulated
  Depreciation of $13,903 and $13,278                                 15,933          14,476
Capitalized Film Production Cost                                     659,927         642,349
Other assets                                                           1,875           1,875
                                                               -------------   -------------
    Total assets                                               $     742,823   $     696,200
                                                               =============   =============


LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities
  Accounts payable                                             $     120,546   $     125,694
  Bank Overdraft                                                           -          10,738
  Accrued liabilities                                                 59,735          81,205
  Notes payable to prize winners                                     280,081         281,081
  Advance from related party                                         148,185          20,000
  Convertible debenture, net of discount
      Of $188,237 and $618,456                                       292,938         199,456
  Convertible debenture derivative liability                         703,504       1,637,344
                                                               -------------   -------------
    Total current liabilities                                      1,604,989       2,355,518
                                                               -------------   -------------
    Total liabilities                                              1,604,989       2,355,518
                                                               -------------   -------------

Stockholders' deficit
  Preferred stock; $0.001 par value; 5,000,000 shares
    authorized; 1,000,000 shares of Series A non-conver-
    tible, redeemable preferred stock issued and out-
    standing                                                           1,000           1,000
  Common stock; $0.001 par value;  2,500,000,000 shares
    authorized; 2,260,133,750 and 1,280,689,054 shares issued
    amd outstanding                                                2,260,134       1,280,689
  Additional paid-in capital                                      14,802,694      14,308,928
  Unissued common stock                                               61,139          61,139
  Treasury stock, at cost, 2,576,817 shares                         (162,019)       (162,018)
  Accumulated deficit                                            (17,825,114)    (17,149,056)
                                                               -------------   -------------
    Total stockholders' deficit                                     (862,166)     (1,659,318)
                                                               -------------   -------------

    Total liabilities and stockholders' deficit                $     742,823   $     696,200
                                                               =============   =============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                               THE WORLD GOLF LEAGUE, INC.
                            UNAUDITED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006 and 2005


                                                            2006             2005
                                                        -------------   -------------
<S>                                                         <C>               <C>

Membership fee revenue                                  $      11,097   $     307,714


Operating, general and administrative expenses                290,101       1,238,634
                                                        -------------   -------------

Net loss from operations                                     (279,004)       (930,920)

Other income (expense)
  Interest expense                                           (432,970)         (7,199)
  Gain on derivative liability                                 35,916               -
                                                        -------------   -------------
     Subtotal other income (expense)                         (397,054)         (7,199)
                                                        -------------   -------------
Net loss                                                $    (676,058)  $    (938,119)
                                                        =============   =============

Weighted average shares outstanding                     1,761,801,615     537,519,005
                                                        =============   =============

Basic loss per share                                    $       (0.00)  $       (0.00)
                                                        =============   =============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                               THE WORLD GOLF LEAGUE, INC.
                                           STATEMENT OF STOCKHOLDERS' DEFICIT
                                         FOR THE THREE MONTHS ENDED MARCH 31, 2006


                         PREFERRED  STOCK     COMMON  STOCK         ADDITIONAL     UNISSUED
                     -------------------  --------------------       PAID-IN        COMMON    TREASURY    ACCUMULATED  STOCKHOLDERS'
                       SHARES    AMOUNT     SHARES       AMOUNT      CAPITAL        STOCK      STOCK        DEFICIT      DEFICIT
                     --------   -------   -----------   ---------  ------------  ----------  ----------  ------------  ------------
<S>                     <C>      <C>         <C>          <C>          <C>          <C>          <C>         <C>           <C>
Balance as of
December 31, 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                     -        -               -          -             -          -           -      (676,058)     (676,058)
                     ---------  -------   ------------- ----------   ----------- ----------  ----------  ------------    ----------
Balance as of March
  31, 2006           1,000,000  $ 1,000   2,260,133,750 $2,260,134   $14,802,694 $   61,139  $ (162,019) $(17,825,114)   $ (862,166)
                     =========  =======   ============= ==========   =========== ==========  ==========  ============    ==========

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
                           STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 and 2005

                                                           2006             2005
                                                        (Unaudited)
<S>                                                         <C>              <C>

Cash flows from operating activities:
  Net loss                                              $  (676,058)     $(938,119)
  Adjustment to reconcile net (loss) to net
    cash used in operating activities: 697,852
   Common Stock issued for services                          62,541              -
   Gain on Derivative liability                             (35,916)             -
   Amortization of discount on derivative liability         430,219              -
   Interest associated with creation of derivative
        Liability                                                 -              -
   Depreciation and Amortization                                625              -
   Deferral of membership fee expense                             -              -
   Amortization of deferred membership expense
   Change in assets and liabilities:
       Other assets                                               -              -
     Accounts Payable                                        (5,149)             -
     Accrued Liabilities                                     11,715              -
     Bank Overdraft                                         (10,738)             -
                                                        -----------     ----------
      Net cash used in operating activities                (222,761)      (240,267)
                                                        -----------     ----------
Cash flows used in investing activities:
  Purchase of fixed assets                                   (2,082)             -
  Increase in film production cost                          (17,578)             -
                                                        -----------    -----------
     Net cash used in investing activities                  (19,660)             -
                                                        -----------    -----------
Cash flows from financing activities:
  Proceeds from exercise of stock warrants                  176,009        260,000
  Decrease in notes payable to prize winners                 (1,000)             -
  Increase in notes payable to prize winners                      -         (2,074)
  Advance from related party                                 95,000
  Advance to repurchase stock                                (6,000)
  Proceeds from issuance of common stock                          -
  Proceeds from issuance of convertible debentures                -
                                                       ------------    -----------
      Net cash provided by financing activities        $    264,009    $   257,926
                                                       ------------    -----------

Net increase(decrease) in cash and cash equivalents          21,588         17,659

Cash and cash equivalents, beginning of period                    -         15,373
                                                       ------------    -----------
Cash and cash equivalents, end of period               $     21,588    $    33,032
                                                       ============    ===========


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

Non-cash investing and financing activities:

Reduction in derivative liability associated           $    898,107
   with exercise of warrants and conversion of
   principal of the convertible debenture.

</TABLE>

<PAGE>

NOTE  1  -  BASIS  OF  PRESENTATION

The  accompanying  unaudited  interim  financial statement of 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 ("SEC"), and should be read in conjunction with the audited
financial  statements  and notes thereto contained in World Golf League's 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  financial statements which would substantially
duplicate  the  disclosure  contained  in  the  audited financial statements for
fiscal  2006  as  reported  in  the  the  10-KSB  have  been  omitted.

NOTE  2  -  CONVERTIBLE  DEBENTURES

During  2004, World Golf League issued $250,000 of Convertible Debentures ("2004
Debentures")  with  2,500,0000 warrants. The Debenture was fully funded in 2004.
During  the  quarter  ended  March 31, 2006, World Golf League issued 85,341,944
shares  in  connection  with  conversions  of  $8,374  of  its  2004 convertible
debentures. The face value of the 2004 Debenture at March 31, 2006 was $144,506.

During  2005, World Golf League 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. During the quarter ended March 31, 2006, World Golf League
issued  601,135,213  shares in connection with the conversion of $314,223 of its
2005  issued  convertible  debentures.  World Golf League also issued 18,827,847
shares  for  the  $11,070  interest  payable  on  the  debenture,  as  well  as,
200,000,000  shares  in  connection  with  the  exercise of $166,183 of warrants
associated  with the convertible debenture. The face value of the 2005 debenture
at  March  31,  2006  was  $336,669.

World  Golf  League  accounts  for  the  Convertible  Debentures  using 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," which
states  that  at the balance sheet date, the convertible debentures be re-valued
at  the  relative  fair  value.  This  resulted  in  an  initial discount on the
convertible  debenture  to  be  recorded  at  inception  and  amortized over the
maturity  of  the  convertible  debentures. The face amount of each debenture at
March  31,  2006  was  $144,506 amd $336,669 for the 2004 issued and 2005 issued
convertible debenture, respectively, with an unamortized discount of $54,712 and
$133,525,  respectively. The derivative liability recorded at March 31, 2006 was
$513,647  and  $189,858  for the 2004 and 2005 debentures, respectively with the
change  in  relative  fair  market  value  being  recorded  as a gain or loss on
derivative  liability  on  the  Company's  statement  of  operations. During the
quarter  ended  March  31,  2006,  the  gain  or  (loss) on derivative liability
reported  in  the  statement  of  operations  was  $35,743.  Interest expense of
$416,100  was  recorded  during the quarter ended March 31, 2006 relating to the
amortization  of  the  discount  recorded  at  inception.  A  reduction  in  the
derivative  liability  resulted  from the exercise of warrants and conversion of
the  debenture in the amount of $30,423 for the 2004 debentures and $867,684 for
the  2005  debenture  and  was  included  in  additional paid in capital for the
quarter  ended  March  31,  2006

NOTE  3  -  CONTINGENCIES

World  Golf League 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.

NOTE  4  -  COMMON  STOCK

World  Golf  League  issued 74,139,792 shares for consulting services during the
quarter  ended  March  31,  2006.  These shares were recorded at the fair market
value  of  $62,748  on  the  date  of  the consulting agreements and included in
general  and  administrative  expenses.

NOTE  5  -  RELATED  PARTY

During the quarter ended March 31, 2006, World Golf League borrowed $95,000 from
one  of  its  officers. The loan is payable on demand and has no stated interest
rate.  $33,185  is also accrued for unpaid salaries. As of March 31, 2006, World
Golf  League  owes  $148,185  to  this  same  officer.

NOTE  6  -  SUBSEQUENT EVENTS

On April 28, 2006, WGL filed an Amended Certificate of Designation of our Series
A  Preferred  Stock with Delaware to increase the number of authorized shares of
our  Series  A  Preferred  Stock from 1,000,000 shares as was provided under the
original  designation to 5,000,000 shares of Series A Preferred Stock. On May 1,
2006,  WGL  issued 4,000,000 shares to our Chief Executive Officer and Director,
of  our  Series  A  Preferred Shares. He previously held 1,000,000 shares of our
Series  A  Preferred  Stock,  and as a result of the additional issuance, he now
holds  5,000,000  shares  of  Series  A  Preferred  Stock.

<PAGE>

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

     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  WORLD  GOLF  LEAGUE,  INC.  ("WGL", "WORLD GOLF," 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  MARCH  31,  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. Except as expressly
indicated or unless the context otherwise requires, the "Company," "World Golf,"
"WGL,"  "we,"  "our,"  or  "us"  means  The  World Golf League, Inc., a Delaware
corporation,  and  its  subsidiaries.

     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

<PAGE>

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 March 31, 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.

THE  WGL  MILLION  DOLLAR  SHOOTOUT  REALITY  TELEVISION  EVENT

     We  recently  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.

     In  July  2005,  we entered into a one-year contract with John O'Hurley, to
host  the  first  season  of The WGL Million Dollar Shootout. In August 2005, we
entered into one-year contracts with Carin Koch, Fred Funk, Bernadette Luse, and
Don  Donatello.  We  may use Mr. Funk's name, image and likeness for our overall
marketing  and  promotion  of  The  WGL  Million Dollar Shootout and our website
during  the  term  of his contract. Ms. Koch, Ms. Luse and Mr. Donatello will be
celebrity  participants during the first season and we may also use their names,
images  and  likenesses for our overall marketing and promotion and our website.

     In October 2005, we entered into a five-month contract with Mandalay Sports
Action  Entertainment,  LLC  ("Mandalay")  and  Ascott  Group,  Inc.  to provide

<PAGE>

promotion and media relation services for The WGL Million Dollar Shootout, which
contract  has  been  completed  to date. Mandalay's fee was $100,000, payable in
five monthly installments from October 2005 through February 2006, which fee has
been  paid to date. Ascott's fee is 30,000,000 shares of our common stock, which
shares  have  been  issued  to  Ascott  to  date.

     All  seven  episodes of The WGL Million Dollar Shootout are currently being
reviewed  by  several  networks. We hope to have a network contract to broadcast
The WGL Million Dollar Shootout by the end of the second quarter of 2006. We are
also  considering  shopping  The  WGL  Million  Dollar  Shootout  to  certain
international  markets  as  well  as  possibly  the domestic syndication market.
However, as of the date of this filing, we do not have any distribution deals in
place  regarding  The  WGL  Million  Dollar  Shootout.

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

     On  January  6,  2006,  we  and  Paxson  Productions,  Inc.  d/b/a  Paxson
Entertainment  ("Paxson")  entered  into  a  Settlement  and  Release  Agreement
regarding  a  broadcasting  agreement  which  we  had entered into for Paxson to
broadcast The WGL Million Dollar Shootout, a reality-based television show being
produced  by  a  subsidiary of the Registrant (described below in greater detail
under  "Business  Operations").

     In  connection  with  the  Settlement  and Release Agreement, we and Paxson
agreed to the following: Paxson shall retain $59,500 in license fees that we had
already  paid to Paxson and Paxson shall have no obligation to broadcast The WGL
Million  Dollar Shootout television program as originally contemplated under the
broadcasting  agreement.  Additionally, we agreed to pay Paxson $65,000 pursuant
to  the  Settlement and Release Agreement. We and Paxson (subject to the express
conditions  precedent)  each  agreed  to  release  each  other  from any and all
actions,  causes of action, suits, liabilities, obligations, agreements, losses,
attorney's  fees, expenses, costs, damages and/or demands whatsoever, whether at
law or in equity, that each ever had, or may have had, known or unknown, against
the  other  relating in any way to the broadcasting agreement, including without
limitation  any  communication,  representations,  or warranties coinciding with
that  agreement.

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

     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.

AMENDMENT  AGREEMENT

     On  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

<PAGE>

two  hundred  million (200,000,000) warrants and to 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.  We anticipate filing an amended Form SB-2 Registration
Statement subsequent to this filing to amend our previous Form SB-2 Registration
Statement  to  include  these  additional  warrant  shares.

SERIES  A  PREFERRED  STOCK

     On  April  28, 2006, we filed an Amended Certificate of Designations of our
Series  A  Preferred Stock ("Amendment") with the Secretary of State of Delaware
to increase the number of authorized shares of our Series A Preferred Stock from
one million (1,000,000) shares as was provided under the original designation to
five million (5,000,000) shares of Series A Preferred Stock, which Amendment was
approved  by  the unanimous consent of our Board of Directors on April 27, 2006.
The  original  Certificate  of  Designation  establishing  the  designations,
preferences, limitations and relative rights of our Series A Preferred Stock was
filed  with the Secretary of State of Delaware on September 30, 2003. Subsequent
to  September  2003,  the  Board of Directors approved the issuance of 1,000,000
shares  of  Series  A Preferred Stock to Michael S. Pagnano in consideration for
services  rendered  to  the  Company  as  its  Chief  Executive  Officer.

     The  Series  A  Preferred  Stock ranks senior to any shares of common stock
with  respect  to  distributions  upon  liquidation,  dissolution or winding up,
except  as  limited  below.  The  holders  of  the Series A Preferred Stock are:

     o    not  entitled  to  receive  any  dividends  paid  on  common  stock;

     o    not entitled  to  receive  out  of  our  assets  available  for
          distribution  any  distribution  of assets in the event of a voluntary
          and/or  involuntary  liquidation,

     o    entitled  to  elect  one  director,  voting  separately as a class, as
          provided  in  the  Certificate  of  Designations;

     o    able to  redeem  any  or  all  of  the  outstanding shares of Series A
          Preferred Stock at a per share redemption price of $0.05 per share (or
          $250,000  in  aggregate);  and

     o    not  able  to convert the preferred stock into shares of common stock.

     Additionally,  while  the  Series  A Preferred Stock is outstanding, we may
not,  without  the affirmative vote of 66 and 2/3% of all the outstanding shares
of  Series  A  Preferred  Stock,  voting  separately as a class, amend, alter or
repeal  any  provision  of  our  certificate of incorporation or bylaws, if such
change  would adversely affect the rights of the Series A Preferred Stock or any
reclassification  of the Series A Preferred Stock; or amend, alter or repeal any
provision  of  the  Statement  of  Designations of the Series A Preferred Stock.

<PAGE>

     Each  share of Series A Preferred Stock is able to vote three hundred (300)
shares  of  our  common  stock.

     On  May  1,  2006, our Board of Directors unimously approved via consent to
action  without  a  meeting,  the  issuance  to  our Chief Executive Officer and
Director, Michael S. Pagnano, of four million (4,000,000) shares of our Series A
Preferred  Stock.  Mr. Pagnano previously held one million (1,000,000) shares of
our Series A Preferred Stock, and as a result of the additional issuance, he now
holds  five  million  (5,000,000)  shares  of  Series  A  Preferred Stock, which
entitles him to vote one and a half billion (1,500,000,000) shares of our common
stock  (with  each  share  of  Series A Preferred Stock having the right to vote
three  hundred  (300) shares of our common stock).  As a result, Mr. Pagnano has
the right to vote 1,540,662,518 shares of our common stock (1,500,000,000 shares
in  connection  with his ownership of 5,000,000 shares of our Series A Preferred
Stock  to vote 300 shares of our common stock; 37,219,368 shares of common stock
which  he  holds  individually, and 3,443,150 shares of common stock held by Mr.
Pagnano's  wife), representing approximately 38.5% of our common stock as of the
filing  of  this  report,  based  on  4,000,656,811  voting shares (which number
includes  the  1,500,000,000 shares Mr. Pagnano can vote due to his ownership of
our Series A Preferred Stock and 2,459,994,293 shares of our common stock issued
and  outstanding  as  of  May  16,  2006).

                                 NEW DLC FUNDING
                                -----------------

     On  March 29, 2006, we entered into a term sheet with DLC (the"Term Sheet")
whereby  we  agreed to sell an aggregate of $400,000 in convertible notes and up
to  700,000,000  warrants at an exercise price of $0.004 per share. As currently
contemplated  by  the  parties,  at  the  closing  of  the transaction, which is
scheduled  to  occur on or around the week of the 22nd to the 26th of May, 2006,
of  which  there  can  be  no  assurance,  (the"Closing"),  we  will  sell DLC a
Convertible  Note  in theprincipal amount of one hundred and forty five thousand
dollars  ($145,000)  (the"Note"),  which  shall bear interest at the Wall Street
Journal  Prime  Rate  plus  2% until paid or converted into shares of our common
stock,  currently  10%  per  annum  as of the filing of this report, and a Stock
Purchase  Warrant  to  purchase an aggregate of 253,750,000 shares of our common
stock  (the"Warrant")  at  an  exercise price of $0.004 per share, for aggregate
consideration  of  $101,500. We also anticipate granting DLC registration rights
to  the  shares  the  Note  is  convertible  into  and 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  anticipate  selling  to  DLC,  as  described  below, pursuant to a
Registration  Rights  Agreement  (the"Registration  Agreement"). It is currently
contemplated that upon the filing of a Registration Statement covering the Note,
DLC  will  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,  for  an  aggregate purchase price of fifty-five thousand dollars
($55,000),  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,

<PAGE>

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, for an aggregate purchase price
of  two  hundred  thousand  dollars  ($200,000)  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 are
contemplated  to  be  identical  to  the  terms  of  the  Notes  and  Warrants.
Furthermore,  it  is anticipated that the Common Stock underlying the Additional
Notes and the Additional Warrants will be included in the Registration Statement
to  be  filed  pursuant  to  the  Registration  Rights  Agreement.

     It  is  anticipated that the Convertible Debenture will be convertible into
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")  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.

     Pursuant  to  the  payment  schedule of the debenture contained in the term
sheet,  we received $20,000 upon our entry into the term sheet, which amount was
paid  to  Mandalay  Entertainment  in  connection  with the final payment on the
Mandalay  contract,  as  described  above; 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; will receive $55,000 upon the filing of a Form SB-2 to register the shares
convertible  into common stock in connection with the debenture and will receive
$200,000  upon  the  effectiveness  date  of such Form SB-2, as described above.

                               PLAN OF OPERATIONS

     During  the  remainder  of  the  2006  fiscal  year  we  hope to enter into
distribution contracts and/or distribution contracts for the broadcasting of our
previously  produced reality television series, The WGL Million Dollar Shootout.
However,  at  the  time of this filing we do not have a broadcast partner in the
U.S.  market  or  International  markets.  We  are  in  discussions with several
possible  broadcast  partners  in  both  the  U.S.  and  International  markets.
Additionally,  per  the  participant contract, the $1,000,000 prize money is not
due  until thirty days after the final episode airs. We plan on paying the prize
money  from  license fees received. However, if sufficient fees are not offered,
the  Company 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
two  new television series during 2006, which may include the tentatively titled
series,  "Golf/Poker  Invitational"  ("GPI")  and /or " Hot Day's & Hot Night's"
("HDHN"),  which  we  hope  to  produce  and  film in 2006 and 2007, through WGL
Entertainment.,  our  wholly  owned  subsidiary.

<PAGE>

     GPI  is  a series which is planned to consist of eight professional golfers
and  eight professional poker players who will compete as teams for a large cash
purse.  Half  of  the  points will be awarded on the golf course and half at the
poker  tables.  We  believe that GPI will combine two of the most popular gaming
activities  in  the  world  and  create  tremendous  entertainment value for the
viewing  audience.

     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.

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

     Membership  revenue  is recognized ratably over the membership period which
is  typically  from  the  date  the  individual  becomes  a  member  through the
completion  of  the  national  golf  tournament  which  marks  the  end  of each
membership  period.

     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.

<PAGE>

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

     In December 2004, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting Standards No. 123 (Revised 2004), Share-Based Payment,
(FAS-123R).  This  statement  replaces  FAS-123,  Accounting  for  Stock-Based
Compensation,  supersedes  APB  Opinion  No.  25, Accounting for Stock Issued to
Employees  and  amends  FAS-95,  Statement  of  Cash  Flows.  FAS-123R requires
companies  to  apply  a  fair-value-based  measurement  method in accounting for
shared-based payment transactions with employees and to record compensation cost
for  all  stock  awards  granted  after  the  required effective date for awards
modified,  repurchased,  or  cancelled  after  that  date. The scope of FAS-123R
encompasses  a  wide  range  of share-based compensation arrangements, including
share  options,  restricted  share  plans,  performance-based  awards,  share
appreciation  rights,  and employee share plans, performance-based awards, share
appreciation  rights,  and  employee share purchase plans. FAS-123R is effective
for  the  Company  on  December  15,  2005.  There is no impact on the Company's
financial  statements.

                        COMPARISON OF OPERATING RESULTS

THREE  MONTHS  ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2005

     Our  sole  revenues for the three months ended March 31, 2006 and 2005 were
due  to  membership fee revenue. We had revenues of $11,097 for the three months
ended  March  31,  2006,  compared  to revenues of $307,714 for the three months
ended March 31, 2005, a decrease in revenues of $296,617 or 96.4% from the prior
period.  The  decrease  in  membership  fee  revenue 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. While we moved away from the

<PAGE>

"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 payment for prior sold memberships
totaled  $11,097  in  revenue  for  the  three  months  ended  March  31,  2006.

     We  had  total  expenses,  consisting  solely  of  operating,  general  and
administrative  expenses  of $290,101 for the three months ended March 31, 2006,
compared  to  total  expenses,  consisting  solely  of  operating,  general  and
administrative expenses of $1,238,634 for the three months ended March 31, 2005,
a  decrease  in  total  expenses  of  $948,533  or  76.6% from the prior period.
Expenses  for  the  three months ended March 31, 2006, included payments made on
our  Mandalay  contract, described above, costs associated with the marketing of
the  WGL  Million  Dollar  Shootout  and office expenses The main reason for the
decrease  in expenses from the prior period was the difference in "Play for Pay"
expenses  during  the  three  months ended March 31, 2006, compared to the three
months  ended March 31, 2005, as a substantial portion of our three months ended
March  31,  2005  expenses  were  attributable to our "Play for Pay" operations,
which  business  model  we moved away from prior to the three months ended March
31,  2005.

     We had a net loss from operations for the three months ended March 31, 2006
of  $279,004,  compared to a net loss from operations for the three months ended
March  31,  2005 of $930,920, a decrease in net loss from operations of $651,916
or  70% from the prior period.  The decrease in net loss from operations was due
to  the  76.6%  decrease  in  expenses  from  the  prior  period.

     We had total other expense of $397,054 for the three months ended March 31,
2006, compared to total other expense of $7,199 for the three months ended March
31,  2005,  representing an increase in other expense of $389,855 or 5,415% from
the  prior period.  The increase in total other expenses was mainly attributable
to  the  $425,771  or  5,914%  increase in interest expense for the three months
ended  March  31,  2006,  compared  to  the  prior  period,  which  increase was
attributable  to  the  accounting  treatment  of  our  outstanding  Convertible
Debentures,  including  the DLC Convertible Debenture, which was not outstanding
during  the  three  months  ended  March  31,  2005.

     We  had  a  net loss of $676,058 for the three months ended March 31, 2006,
compared  to a net loss of $938,119 for the three months ended March 31, 2005, a
decrease  in  net loss of $262,061 or 27.9% from the prior period.  The decrease
in  net  loss  was mainly caused by the 76.6% decrease in operating, general and
administrative expenses and the 96.4% decrease in membership fee revenue for the
three  months ended March 31, 2006, compared to the three months ended March 31,
2005.

LIQUIDITY AND CAPITAL RESOURCES

     We  had  total  assets  of  $742,823  as  of  March  31, 2006, which assets
consisted of $65,088 of current assets and $677,735 of non-current assets.  This
represented  an increase in total assets of $46,623 or 6.7% from total assets of
$696,200  as  of  December 31, 2005.  The main reasons for the increase in total

<PAGE>

assets  were  the  $21,588  of  cash  and cash equivalents as of March 31, 2006,
compared  to  $-0-  of cash and cash equivalents as of December 31, 2005 and the
increase  in  advance  to  repurchase  stock.

     Current assets as of March 31, 2006, consisted of cash and cash equivalents
of  $21,588  and  advance to repurchase stock of $43,500, in connection with the
repurchase  of  shares  of  common  stock  from  three  shareholders.

     Non-current  assets  as  of  March  31,  2006,  consisted  of  property and
equipment  (net  of  accumulated deprecation of $13,903) of $15,933; capitalized
film  production  costs  of  $659,927,  which  relate  to The WGL Million Dollar
Shootout;  and  other  assets  of  $1,875.

     We  had  total liabilities, consisting solely of current liabilities, as of
March  31,  2006 of $1,604,989, compared to total liabilities, consisting solely
of  current  liabilities,  as  of December 31, 2005 of $2,355,518, a decrease in
total  liabilities  of $750,529 or 31.9% from the prior period.  The main reason
for  the  decrease  in  total  liabilities was the $933,840 or 57.0% decrease in
convertible  debenture  derivative  liability  as of March 31, 2006, compared to
December  31,  2005, which decrease was due to the conversion of the Convertible
Debenture  into  shares  of common stock during the three months ended March 31,
2006,  which was offset by the $93,482 increase in convertible debenture, net of
discount  and the $95,000 increase in advance from related parties, which amount
was  advanced  by  our  Chief  Executive  Officer,  Michael  S.  Pagnano.

     Total  current  liabilities  as  of  March  31,  2006 consisted of accounts
payable  of  $120,546;  accrued  liabilities  of $59,735; notes payable to prize
winners  of  $280,081,  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  $148,185,  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 $188,237)  of
$292,938;  and  convertible  debenture  derivative  liability  of  $703,504.

     We  had  negative  working  capital  of  $1,539,901 and a total accumulated
deficit  of  $17,825,114  as  of  March  31,  2006.

     We  had  net  cash  used  in operating activities of $222,761 for the three
months ended March 31, 2006, which was mainly due to $676,058 of net loss offset
by  $430,219  of  amortization of discount on derivative liability in connection
with  the  Golden  Gate  and  DLC  Convertible  Debentures.

     We  had  $19,660  of  net  cash  used in investing activities for the three
months  ended  March 31, 2006, which included $2,082 of purchase of fixed assets
and  $17,578  of  increase  in film production costs relating to The WGL Million
Dollar  Shootout.

     We  had $264,009 of net cash provided by financing activities for the three
months  ended  March 31, 2006, which was mainly due to $176,009 of proceeds from

<PAGE>

the  exercise  of  stock  warrants by Golden Gate and DLC and $95,000 of advance
from  a related party, which funds were advanced by our Chief Executive Officer,
Michael  S.  Pagnano.


     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, subsequent to the filing of this report. However, we
anticipate  the  need  for  approximately  $1,600,000 of additional financing to
maintain our operations for the next twelve (12) months and complete the initial
stages  of development on our two 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
declared  effective  with  the  SEC  on August 5, 2004, we registered 62,000,000

<PAGE>

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

     Golden  Gate Investors has contractually committed to convert not less than
5% of the original face value of the debenture monthly beginning the month after
the effective date of the first registration statement. Golden Gate Investors is
required  to  exercise  warrants  concurrently with the exercise of a conversion
notice  under  the  debenture  and  is  committed to exercise at least 5% of the
warrants  per  month after the effective date of the registration statements. In
the  event  that  Golden  Gate Investors breaches the minimum restriction on the
debenture  and  warrant,  Golden  Gate Investors will not be entitled to collect
interest  on  the  debenture  for that month. If Golden Gate Investors submits a
conversion  notice and the volume weighted average price is less then $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  quarter  ended  March 31, 2006, we issued 85,341,944 shares in
connection  with  conversions  of  $8,374 of the debentures held by Golden Gate.
The  face  value  of  the  debentures  held by Golden Gate at March 31, 2006 was
$144,506.


 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

<PAGE>

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  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.

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.

<PAGE>

     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 4.99% of our issued and outstanding common stock, for a period of one
year  from  the  date of issuance of the convertible debentures and 9.99% at any
time  thereafter.

     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.

     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.

<PAGE>

     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  quarter  ended  March  31,  2006,  we  issued  approximately
601,135,213  shares  of  common  stock  in  connection  with  the  conversion of
approximately  $314,223  of  the  outstanding  debentures  held by DLC.  We also
issued  an  aggregate  of 18,827,847 shares of common stock to DLC in connection
with the conversion of $11,070 of interest on such notes, as well as 200,000,000
shares  of  common  stock  to DLC in connection with the exercise of $166,183 of
warrants  associated  with  the  convertible  debentures.  The face value of the
remaining  amount  of  the  DLC  debenture  at  March  31,  2006  was  $336,669.


                                 DLC TERM SHEET
                                -----------------

          On  March  29,  2006, we entered into a term sheet with DLC (the "Term
Sheet")  whereby we agreed to sell an aggregate of $400,000 in convertible notes
and  up  to  700,000,000  warrants at an exercise price of $0.004 per share.  As
currently  contemplated by the parties, at the closing of the transaction, which
is  scheduled  to  occur  on  or around the week of the 22nd to the 26th of May,
2006,  of  which  there  can  be  no  assurance.  It  is  anticipated  that  the
Convertible Debenture will be convertible into 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") 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.

     Pursuant  to  the  payment  schedule of the debenture contained in the term
sheet,  we received $20,000 upon our entry into the term sheet, which amount was
paid  to  Mandalay  Entertainment  in  connection  with the final payment on the
Mandalay  contract,  as  described  above; 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; will receive $55,000 upon the filing of a Form SB-2 to register the shares
convertible  into common stock in connection with the debenture and will receive
$200,000  upon  the effectiveness date of such Form SB-2.  The anticipated terms
of  the funding transaction are described in greater detail above under "New DLC
Funding,"  above.

<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 $676,058 for the three months ended March 31, 2006. We had negative
working  capital  of  $1,539,901 and an accumulated deficit of $17,825,114 as of
March 31, 2006. If revenues grow more slowly than we anticipate, or if operating
expenses  exceed  our  expectations  or  cannot be adjusted accordingly, we will
continue  to incur losses. Our possible success is dependent upon the successful
development  and marketing of our services and products, as to which there is no
assurance. Any future success that we might enjoy will depend upon many factors,
including  factors out of our control or which cannot be predicted at this time,
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
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.

<PAGE>

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

     It  is  imperative that we raise additional capital to stay in business. We
require  additional capital of approximately $280,081 to satisfy the obligations
of our past tournament winners which obligation became due in September 2004. We
anticipate  the need for approximately $1,600,000 of additional capital in order
to  continue  our  business operations, implement our business plan and complete
the  filming and production of our two planned reality television shows. Without
this  additional  capital,  the  Company  believes that it cannot operate at its
current  level  of  liquidity  for  more  than approximately six (6) months. The
Company is taking steps to raise additional debt or equity capital. 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.

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

     We  entered  into a Stipulated Injunction with the State of Florida, Office
of  the  Attorney  General  in  July  2003, regarding a settlement of our unpaid
obligation  to  the  winners  of the 2001 World Golf League National Tournament.
During the fiscal year ended December 31, 2003, we executed notes payable to the
winners  of  the  2001 World Golf League National Tournament for an aggregate of
$300,000  bearing  interest  at  5% per annum. The notes became due in September
2004,  and  the  remaining  balance  owed as of March 31, 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

<PAGE>

of  $22,500,  and  such individual has obtained a default judgment against us in
the  amount  of $22,500. 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 4.9% of our outstanding common stock, this restriction does not
prevent the holders from converting and/or exercising some of their holdings and
then  converting the rest of their holdings. In this way, the holders could sell
more than this limit while never holding more than this limit. There is no upper
limit  on  the number of shares that may be issued which will have the effect of
further  diluting  the proportionate equity interest and voting power of holders
of  our  common  stock.

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
$676,058  for the three months ended March 31, 2006, negative working capital of
$1,539,901, an accumulated deficit of $17,825,114 and total shareholders deficit
of  $862,166  as  of  March  31, 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 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 UNABLE TO ATTRACT NEW MEMBERS, OUR BUSINESS OPERATIONS WILL BE HARMED.

     We need to attract new members to our golf leagues in order to increase our
revenues.  If  we  are unable to attract a significant number of new members, we

<PAGE>

may  not  raise enough revenue to conduct leagues and tournaments and we may not
be  able  to  continue  our  business  operations  and may be forced to limit or
curtail  our  operations.

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

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

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

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

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

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

<PAGE>

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.

<PAGE>

                       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
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.

WE CURRENTLY ONLY HAVE A LIMITED NUMBER OF AUTHORIZED BUT UNISSUED SHARES, WHICH
MAY  CAUSE  US TO FACE PENALTIES IN CONNECTION WITH OUR INABILITY TO CONVERT OUR
CONVERTIBLE  DEBENTURES INTO COMMON STOCK AT THE OPTION OF THE DEBENTURE HOLDERS
AND/OR  TO  ISSUE  SHARES OF COMMON STOCK IN CONNECTION WITH THE EXERCISE OF OUR
OUTSTANDING  OPTIONS.

     As  of May 16, 2006, we had 2,459,994,293 shares of common stock issued and
outstanding  out  of a total of 2,500,000,000 shares of common stock authorized,
leaving  us  the  ability  to  issue only approximately 40,005,707 shares of our
common stock. As a result, we may not have a sufficient number of authorized but
unissued  shares  to  allow  for  the  conversion of our outstanding convertible
debentures  by Golden Gate and DLC and/or the exercise by Golden Gate and/or DLC
of  their outstanding warrants. As a result, we may face penalties in connection
with such conversions and/or exercises and/or force us to repay such convertible
debentures  in  cash,  which cash may not be available on favorable terms, if at
all.  We  currently  have  plans  to obtain shareholder approval to increase our
authorized  common stock in the future, which shareholder approval we may not be
able  to  obtain.  If we do not increase our authorized shares in the future, we
could  face  penalties  in  connection with our inability to allow the debenture
holders  to convert their debentures into shares of common stock and/or to allow
them  to exercise their warrants. These penalties and/or the requirement that we

<PAGE>

repay the debentures in cash could have a material adverse effect on our results
of operations, working capital and ability to pay our current liabilities. If we
are  unable  to increase our authorized shares in the future, we could be forced
to  curtail  and/or  abandon  our  business  plan.

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

     As  of May 16, 2006, we had 2,459,994,293 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  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.

<PAGE>

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

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

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

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

     Based  on our current market price and the potential decrease in our market
price  as  a result of the issuance of shares upon conversion of the convertible
debentures,  we  have  made  a good faith estimate as to the amount of shares of
common stock that we are required to register and allocate for conversion of the
convertible  debentures.  Accordingly, we 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.

<PAGE>

     In  June 2004, we entered into a Securities Purchase Agreement for the sale
of  an  aggregate  of  $250,000  principal amount of convertible debentures. The
convertible debentures are due and payable, with 7% interest, two years from the
date  of  issuance,  unless sooner converted into shares of our common stock. In
addition,  any  event  of  default  could  require  the  early  repayment of the
convertible  debentures  at  a  price  equal to 125% of the amount due under the
debentures. 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 addition
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.

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.

<PAGE>

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

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


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  the  end  of  the  fourth  fiscal  quarter of 2005 (the
     "Evaluation  Date"),  has  concluded  that  as  of the Evaluation Date, the
     Company's  disclosure  controls and procedures were not adequately designed
     to  ensure that information required to be disclosed by the Company in this
     Form  10-KSB  was  reported  within  the  time  period  specified  in  the
     Commission's  rules  and  forms, which caused the Company to be untimely in
     filing  this  Form  10-KSB.

     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
     periods  ended  June 30 and September 30, 2004, 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 have

<PAGE>

     not  been  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 financial
     statements  for  the  periods ended June 30 and September 30, 2004, for the
     year  ended  December 31, 2004 and for the periods ended March 31, June 30,
     and  September  30,  2005  and  file  amendments  to  its  reports with the
     Commission  reflecting  these  restatements  as  soon  as  practicable.

(b)  Changes  in  internal control over financial reporting. We have retained an
     independent third party accountant to assist us with the restatement of our
     financial  statements  as  well  as  accounting  issues  moving forward. We
     believe  these  restatements to be a one-time occurrence in connection with
     the  SEC's recent guidance regarding the accounting for embedded derivative
     securities.

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

ITEM 1.  LEGAL PROCEEDINGS

     In  July  2003,  we  entered into a Stipulated Injunction with the State of
Florida  Office  of  the  Attorney  General regarding a settlement of our unpaid
obligation  to  the  winners  of the 2001 World Golf League National Tournament.
Pursuant  to  the  Stipulated  Injunction,  we agreed that, after the payment of
certain specific expenses, the Florida Attorney General would receive 60% of the
proceeds  we  receive  from  the  sale  of  our common stock by the former Novus
stockholders.  During  the year ended December 31, 2003, we paid $314,000 to the
Florida  Attorney  General and executed notes payable to the winners of the 2001
World  Golf  League  National  Tournament  for  an aggregate of $300,000 in full
settlement.  In  addition,  we  paid  the  Florida  Attorney  General $20,000 in
connection  with the settlement. The notes became due in September 2004, and the
remaining  balance  owed as of March 31, 2006 of $280,081 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

<PAGE>

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.

     On  May 20, 2005, a default judgment was entered against the Company in the
Supreme  Court  of  The  State  of New York, County of New York in a suit styled
Focus Partners LLC against The World Golf League, Inc. Index No.: 602687/04. The
default  judgment  was  entered  in favor of Focus Partners LLC ("Focus") in the
amount  of  $58,938 together with interest at a rate of one and one-half percent
(1.5%)  per month from April 5, 2004 which totaled $11,917 and costs of $505, or
an  aggregate  of $71,360. The Company received notice from the Circuit Court of
the  Eighteenth  Judicial  District, in and for Seminole County, Florida that on
May  31, 2005, the judgment was recorded in Seminole County, Florida, the county
in which the Company is located. On October 20, 2005, the Company entered into a
settlement  agreement with Focus Partners in the amount of $40,000, with $20,000
payable  in  cash  and  $20,000  payable in kind by the transfer and delivery of
7,500,000  shares  of  unrestricted stock of the Company, which shares of common
stock  were  issued  to  Focus in December 2005. We agreed that in the event the
sale  of  the  stock  did  not yield net proceeds totaling $20,000, we would pay
Focus  the  difference  between $20,000 and the net proceeds in cash within five
business  days  of notice, which difference totaled $9,600, and has been paid to
Focus  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

     On  April 3, 2006, Robert Muir, III, subscribed to purchase an aggregate of
58,460,543  restricted  shares  of  our common stock for $0.00035 per share, for
aggregate  consideration of $20,461.19.  We claim an exemption from registration
afforded  by  Section  4(2) of the Securities Act of 1933 (the "Act"), since the
foregoing issuances did not involve a public offering, the recipients had access
to  information  that  would  be  included in a registration statement, took the
shares  for  investment  and  not  resale  and  we  took appropriate measures to
restrict  transfer.

     On May 1, 2006, our Board of Directors unanimously approved the issuance of
4,000,000  shares of our Series A Preferred Stock to our Chief Executive Officer

<PAGE>

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.

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

     None.

ITEM 5.  OTHER INFORMATION

     On  April  28, 2006, we filed an Amended Certificate of Designations of our
Series  A  Preferred Stock ("Amendment") with the Secretary of State of Delaware
to increase the number of authorized shares of our Series A Preferred Stock from
one million (1,000,000) shares as was provided under the original designation to
five million (5,000,000) shares of Series A Preferred Stock, which Amendment was
approved  by  the unanimous consent of our Board of Directors on April 27, 2006.
The  original  Certificate  of  Designation  establishing  the  designations,
preferences, limitations and relative rights of our Series A Preferred Stock was
filed  with the Secretary of State of Delaware on September 30, 2003. Subsequent
to  September  2003,  the  Board of Directors approved the issuance of 1,000,000
shares  of  Series  A Preferred Stock to Michael S. Pagnano in consideration for
services  rendered  to  the  Company  as  its  Chief  Executive  Officer.

     The  Series  A  Preferred  Stock ranks senior to any shares of common stock
with  respect  to  distributions  upon  liquidation,  dissolution or winding up,
except  as  limited  below.  The  holders  of  the Series A Preferred Stock are:

     o    not  entitled  to  receive  any  dividends  paid  on  common  stock;

     o    not entitled  to  receive  out  of  our  assets  available  for
          distribution  any  distribution  of assets in the event of a voluntary
          and/or  involuntary  liquidation,

     o    entitled  to  elect  one  director,  voting  separately as a class, as
          provided  in  the  Certificate  of  Designations;

     o    able to  redeem  any  or  all  of  the  outstanding shares of Series A
          Preferred Stock at a per share redemption price of $0.05 per share (or
          $250,000  in  aggregate);  and

     o    not  able  to convert the preferred stock into shares of common stock.

     Additionally,  while  the  Series  A Preferred Stock is outstanding, we may
not,  without  the affirmative vote of 66 and 2/3% of all the outstanding shares
of  Series  A  Preferred  Stock,  voting  separately as a class, amend, alter or

<PAGE>

repeal  any  provision  of  our  certificate of incorporation or bylaws, if such
change  would adversely affect the rights of the Series A Preferred Stock or any
reclassification  of the Series A Preferred Stock; or amend, alter or repeal any
provision  of  the  Statement  of  Designations of the Series A Preferred Stock.

     Each  share of Series A Preferred Stock is able to vote three hundred (300)
shares  of  our  common  stock.

     On  May  1,  2006, our Board of Directors unimously approved via consent to
action  without  a  meeting,  the  issuance  to  our Chief Executive Officer and
Director, Michael S. Pagnano, of four million (4,000,000) shares of our Series A
Preferred  Stock.  Mr. Pagnano previously held one million (1,000,000) shares of
our Series A Preferred Stock, and as a result of the additional issuance, he now
holds  five  million  (5,000,000)  shares  of  Series  A  Preferred Stock, which
entitles him to vote one and a half billion (1,500,000,000) shares of our common
stock  (with  each  share  of  Series A Preferred Stock having the right to vote
three  hundred  (300)  shares of our common stock). As a result, Mr. Pagnano has
the right to vote 1,540,662,518 shares of our common stock (1,500,000,000 shares
in  connection  with his ownership of 5,000,000 shares of our Series A Preferred
Stock,  which  shares  of  Series  A  Preferred Stock are each above to vote 300
shares  of  our  common  stock; 37,219,368 shares of common stock which he holds
individually,  and 3,443,150 shares of common stock held by Mr. Pagnano's wife),
representing  approximately  38.5%  of our common stock as of the filing of this
report,  based  on  4,000,656,811  voting  shares  (which  number  includes  the
1,500,000,000  shares  Mr. Pagnano can vote due to his ownership of our Series A
Preferred  Stock  and  2,459,994,293  shares  of  our  common  stock  issued and
outstanding  as  of  May  16,  2006).

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*            Certificate of Amendment  to  the Certificate of Designations of
                Series  A  Preferred  Stock

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

<PAGE>

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

10.1(4)         Agreement with Paxson Productions, Inc.

10.2(5)         Settlement and Release Agreement with Paxson

10.3*           Amendment Letter with DLC dated January 2, 2006

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.

(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.

b)     REPORTS ON FORM 8-K

<PAGE>

The Company filed the following reports on Form 8-K during the fiscal period
covered  by  this  report:

o    We filed  a report on Form 8-K on January 9, 2006, to report our entry into
     a  Settlement  and  Release  Agreement  with Paxson Productions, Inc. d/b/a
     Paxson  Entertainment;  and

o    We filed  a  report  on Form 8-K on March 1, 2006, to report that effective
     February  22, 2006, the client auditor relationship between the Company and
     Pender Newkirk & Company, Certified Public Accountants ceased as the former
     accountant  was  dismissed.


The  Company filed the following report on Form 8-K during the period subsequent
to  the  period  covered  by  this  report:

o    We filed a report on Form 8-K on April 13, 2006, to report our entry into a
     term  sheet  with  DLC,  and  to  report the non-reliance on our previously
     issued financial statements in connection with our financial statements for
     the  periods  ended  June  30  and  September  30, 2004, for the year ended
     December 31, 2004 and for the periods ended March 31, June 30 and September
     30,  2005.





                                   SIGNATURES

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

                                              THE WORLD GOLF LEAGUE, INC.

DATED: May 22, 2006                       By: /s/ Michael S. Pagnano
                                              ------------------------
                                              Michael S. Pagnano
                                              Chief Executive Officer

<PAGE>