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

                                   FORM 10-KSB

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

                  For the fiscal year ended December 31, 2005

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

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

                        Commission file number 000-49756

                           THE WORLD GOLF LEAGUE, INC.
                           ---------------------------
                 (Name of small business issuer in its charter)

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

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

Issuer's telephone number (407) 331-6272

Securities registered under to Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:

                     COMMON STOCK, $.001 PAR VALUE PER SHARE

Check  whether  the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter periods 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 [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [ ]

The issuer's revenues for its most recent fiscal year were $553,948.

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

The  aggregate  market value of the issuer's voting and non-voting common equity
held by non-affiliates computed by reference to the closing price of
such  common  equity  as  of  April 4,  2006,  was  approximately  $2,292,642.

At  April 4, 2006, there were approximately 2,366,594,293 shares of the Issuer's
common stock outstanding.

Documents Incorporated by Reference: NONE

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

<PAGE>

                                TABLE OF CONTENTS

ITEM 1.     DESCRIPTION OF BUSINESS                                         3

ITEM 2.     DESCRIPTION OF PROPERTY                                        14

ITEM 3.     LEGAL PROCEEDINGS                                              14

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            15

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS       15

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION      19

ITEM 7.     FINANCIAL STATEMENTS                                           38

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE.                      39

ITEM 8A.    CONTROLS AND PROCEDURES.                                       40

ITEM 8B.    OTHER INFORMATION.                                             41

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
              OF THE EXCHANGE ACT.                                         42

ITEM 10.    EXECUTIVE COMPENSATION.                                        44

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                46

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 47

ITEM 13.    EXHIBITS                                                       48

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.                        51

SIGNATURES                                                                 52

<PAGE>

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

SPECIAL  NOTE  OF  CAUTION  REGARDING  FORWARD-LOOKING  STATEMENTS

     This  section  and  other  parts  of  this  report  contain forward-looking
statements  that are, by their nature, subject to risks and uncertainties. These
forward-looking  statements  include, without limitation, statements relating to
our  Company's operations, economic performance, financial condition, growth and
acquisition  strategies,  investments,  and operation plans. Any such statements
that  are  not statements of historical fact may be deemed to be forward-looking
statements.  Without  limiting  the  generality  of the foregoing, words such as
"believe",  "expect",  "intend",  "anticipate",  "may",  "should",  "expects",
"plans",  "anticipates",  "estimates",  "predicts",  "potential",  "continue",
"projects"  or  the  negative  or  other variations or comparable terminology or
derivatives thereof denote forward-looking statements. These statements are only
predictions  and  by  their  nature involve substantial risks and uncertainties,
many of which are beyond our control. Thus, actual results may differ materially
from  those  expressed in or implied by such forward-looking statements. Factors
that  could  cause  actual  results  to  differ  materially include, but are not
limited  to, those discussed in "Item 6. Management's Discussion and Analysis or
Plan  of  Operation", under the heading "Risk Factors." Although we believe that
the  expectations reflected in the forward-looking statements are reasonable, we
cannot  guarantee  future  results,  levels  of  activity,  performance  or
achievements.  We  are  under  no  obligation  to  publicly  update  any  of the
forward-looking  statements  to  reflect  events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

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, 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.

                                        3
<PAGE>

     In  connection  with  the  Exchange Agreement, Novus shareholders agreed to
assist  us  in  raising  a  minimum  of $500,000 or they would cancel 30,000,000
post-split  shares  of their common stock. We and the Novus shareholders amended
the  terms  of  the Exchange Agreement to provide that a portion of the proceeds
received  from  the  sale  of  the  shares  by  the  Novus shareholders would be
delivered to us in lieu of canceling the shares. Through December 31, 2005, this
arrangement  resulted  in  us  receiving  an  aggregate  of $376,203, of which a
significant portion was paid to the Florida Attorney General as discussed below.

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

     We  entered  into a Stipulated Injunction with the State of Florida, Office
of  the  Attorney  General  in  July  2003, regarding a settlement of our unpaid
obligation  to  the  winners  of the 2001 World Golf League National Tournament.
Pursuant  to  the  Stipulated  Injunction,  we  agreed that after the payment of
certain specific expenses, the Florida Attorney General would receive 60% of the
proceeds  we  receive  from  the  sale  of  our common stock by the former Novus
stockholders.  During  the fiscal year ended December 31, 2003, we paid $314,000
and executed notes payable to the winners of the 2001 World Golf League National
Tournament  for  an  aggregate  of $300,000 bearing interest at 5% per annum. In
addition,  we  paid  the Florida Attorney General $20,000 in connection with the
settlement.  The  notes  became due in September 2004, and the remaining balance
owed  as  of  December  31, 2005 of $283,081 is in default. We plan to repay the
notes  as  our  cash  flow  permits.

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

                                        4
<PAGE>

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

     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.

     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.  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:

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

     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 fails 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.

                                        5
<PAGE>

     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.

     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;

                                        6
<PAGE>

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 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 give 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.

     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.

Warrant to Purchase Common Stock
--------------------------------

     On  October  13,  2005,  the Registrant granted warrants to DLC to purchase
200,000,000  shares  of the Registrant's common stock. The exercise price of the
warrants  was  $0.0015 per share. The warrants are exercisable until October 12,
2008,  three  years  from  the  date  of  issuance.

Registration Rights Agreement
-----------------------------

     On  October  13, 2005, we entered into a Registration Rights Agreement with
DLC.  Pursuant to the Registration Rights Agreement, we were required to prepare
and file a registration statement with the SEC within thirty days of October 13,
2005,  to  register  the  shares  issuable  upon conversion of the debenture and
exercise  of the warrants, which Registration Statement was filed on November 3,
2005. The Registration Statement was declared effective with the SEC in November
2005.  The initial registration statement covered 1,022,500,000 shares of common

                                        7
<PAGE>

stock.  Pursuant  to the Registration Rights Agreement, we are obligated to file
an  additional registration statement with the SEC in the event the market price
of  our common stock declines to a price per share the result of which we cannot
satisfy our conversion obligations to DLC. The additional registration statement
will  register  such  additional number of shares of common stock, as reasonably
determined  by  DLC,  as  would  be issuable upon conversion of the debenture in
addition  to  those  previously registered. We are also required to use our best
efforts  to  register  and  qualify such securities under the securities laws of
such  jurisdictions as DLC may reasonably request; provided however, that we are
not  required  to qualify to do business or to file a general consent to service
of  process  in  any  such  jurisdiction.

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

     On  November  2,  2005, the Company filed a Certificate of Amendment to its
Certificate  of  Incorporation with the Delaware Secretary of State, to increase
the  authorized  shares of the Company's common stock to 2,500,000,000 shares of
common  stock,  reauthorize  the  par  value of $.001 per share, and reauthorize
10,000,000  shares  of  preferred  stock  with  a  par value of $.001 per share.

     Additionally,  pursuant  to  the  Certificate  of  Amendment,  the board of
directors  of the Company was granted the power to authorize by resolution, duly
adopted  from time to time, the issuance of any or all of the preferred stock in
any number of classes or series within such classes and to set all terms of such
preferred  stock  of  any  class  or  series, including, without limitation, its
powers,  preferences,  rights,  privileges,  qualifications, restrictions and/or
limitations.  The  powers,  preference,  rights,  privileges,  qualifications,
restrictions  and limitations of each class or series of the preferred stock, if
any,  may  differ from those of any and all other classes or other series at any
time  outstanding.  Any  shares  of  any  one series of preferred stock shall be
identical  in  all  respects  with  all other shares of such series, except that
shares  of  any  one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative.

     The  Certificate  of  Amendment  was  authorized  by the Company's board of
directors  and  duly  adopted  by  the  affirmative  vote  of  a majority of the
shareholders  entitled  to vote at the Company's annual meeting which took place
on  November  1,  2005,  in  accordance  with  Delaware  law.

                               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.

     On  March  29,  2006, we entered into a term sheet with DLC, which provided
for  DLC  to purchase $400,000 in convertible debentures from us and warrants to

                                        8
<PAGE>

purchase  700,000,0000  shares  of  our  common  stock  at $0.004 per share. 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
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; or (iv) seventy percent (70%)
of  the  closed  closing bid price to DLC's election to convert. Pursuant to the
payment  schedule  of the debenture, 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 will receive $50,000 upon filing this 10-KSB,
$55,000  upon  the filing of a Form SB-2 to register the shares convertible into
common  stock  in  connection  with  the  debenture  and  $200,000  upon  the
effectiveness  date  of such Form SB-2. The debenture shall bear interest at the
Wall  Street  Journal  Prime Rate plus 2% until paid or converted into shares of
our common stock.

     The  warrants shall be exercisable for shares of our common stock at $0.004
per  share, and shall expire three years from their date of issuance.  We agreed
to  issue  DLC  40,000,000 shares of common stock with "piggy back" registration
rights,  which shares have not been issued to date, issuable upon execution of a
definitive  agreement  between  the  parties.

     Pursuant  to the term sheet, we agreed to enter into final documents within
fifteen  (15) business days from the date the term sheet was entered into, which
final  documents have not been entered into to date.  Additionally, we agreed to
register  the  shares  convertible  into  common  stock  in  connection with the
debenture  and  exercisable  into  shares of common stock in connection with the
warrants  on  a Form SB-2 Registration Statement, to be filed within thirty (30)
days  of  the  execution  date of final documents, and to have such Registration
Statement declared effective within one hundred and twenty days of the execution
date  of  final  documents.

BUSINESS  OPERATIONS

     Prior  to  January  2005,  we  marketed  our "Play for Pay" concept through
individual  memberships  in  our golf tournaments and prior to December 2005, we
marketed  our  "Play  for Pay" concept through wholesale membership distribution
channels  in  the  U.S.  This  concept  involved  average  golfers  playing  for
substantial  prize  money  with  full  handicap.  Throughout 2005, we focused on
wholesale  distribution  of WGL memberships to corporate clients, which provided
such corporate clients with a license to require us to host a golf tournament on
their  behalf, at their sole expense, for one year from the date the memberships
were  granted. We entered into a contract with Upwon, LLC to give away brochures
containing  WGL  memberships  in  connection  with purchases of certain consumer
electronic  brands at major national retail outlets, and to also distribute such
brochures  within  the  leisure  cruise  industry  and  the  professional sports
industry.

                                        9
<PAGE>

     We  held  a  National Final in Orlando, Florida, in February 2005, and paid
$66,000  in  prize  money.  Members  that  we  acquired  through retail channels
participated  in  this  National  Final.  We will continue to hold national golf
tournaments  similar  to  the  National  Final;  however,  they will be held for
members that we acquire through the wholesale distribution channel. We will hold
qualifying  golf  tournaments  for  these  members  leading  up  the  national
tournaments.

     Prior participants in our World Golf events have included National Football
League Hall of Famers Lawrence Taylor and Rickey Jackson, National Hockey League
Hall  of  Famer  Phil  Esposito,  and  pro  golfer  Fulton  Allem.

     During  2005, we changed our business focus from that of the "Play for Pay"
and  championship  events to production of golf and sports/entertainment content
for  television  and other media outlets through our wholly owned subsidiary WGL
Entertainment,  Inc.  ("WGL  Entertainment").

THE  WGL  MILLION  DOLLAR  SHOOTOUT  REALITY  TELEVISION  EVENT

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

     The  competition  began when 22 players competed in a skills challenge that
was  judged by team captains and PGA Star Fred Funk, LPGA rookie Bernadette Luse
and the Big Break's Don Donatello. Team captains then drafted four player teams,
and  two  players  were  eliminated. The teams began play the next day playing a
scramble  format  for  points  based  on  the number of strokes per hole and the
players  handicap. At the end of the day, each team captain eliminated a player.
The next day three players competed on each team, and at the end of the day, the
team  captains  eliminated  another  player from each team and the team with the
lowest point total was eliminated. The next day's semi final round was continued
with 4 two-player teams. At the end of the round, the two teams with the highest
point  total  moved  on  to  the  final  round and were joined by the previously
eliminated  players to play for the Million Dollars as a 4-player team.  The WGL
Million  Dollar Shootout completed filming in October, 2005, and post production
was  finished  in  March  2006.

     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.

                                       10
<PAGE>

     Also  in August 2005, we entered into an agreement with Paxson Productions,
Inc., a wholly owned subsidiary of Paxson Communications Corporation, to provide
seven  one-hour  time  slots  for the airing of The WGL Million Dollar Shootout,
which  contract  was  later  cancelled  pursuant  to  the Settlement and Release
Agreement  described  below.

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

      In  September  2005,  we entered into a contract with Mark Calcavecchia to
participate  in  the  first  season.  Cristie  Kerr  will  also  be  a celebrity
participant  during the first season. North Star Vision, Inc. was serving as the
Executive  Producer  of  The WGL Million Dollar Shootout pursuant to a six-month
agreement  that  ended  on  August  31,  2005.

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

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

     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 Paxon $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

                                       11
<PAGE>

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.

     The  first  three 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 May 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.

OTHER  PLANS  FOR  REALITY  TELEVISION  SERIES

     We are currently in the planning stages of producing two other golf related
reality  series,  the  "Golf/Poker  Invitational"  ("GPI")  and "Hot Day's & Hot
Nights" ("HDHN") which we hope to produce and film in 2006 and 2007, through WGL
Entertainment.   GPI  is  expected to be co-produced with Mandalay Sports Action
Entertainment  ("MSAE")  and 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.

COMPETITION

     We believe that currently we are the only producers who have capitalized on
the  popularity of golf and created television content that is enjoyable to both
golfers and non-golfers. While there are hundreds of production firms that could
move  into this niche market, which firms have substantially more experience and
resources  than we have, the three products we intend to produce and continue to
produce  are  registered  with the Writers Guild of America and therefore belong
solely  to  the  creators,  WGL Entertainment (the "Million Dollar Shootout" and
"HDHN"),  and  WGL  Entertainment  MSAE  ("GPI").

                                       12
<PAGE>

MARKETING  AND  DISTRIBUTION

     During  2005,  we  entered into a Marketing and Distribution Agreement with
MSAE,  a  wholly  owned  business  of Mandalay Entertainment, one of the largest
entertainment  companies in Hollywood, California. Pursuant to the Marketing and
Distribution  Agreement,  MSAE  will represent the MDSO for network placement as
well as international distribution.

     We  also  have  agency  agreements  with several television syndicaters and
distributors. The payment to such distributors pursuant to the agency agreements
are  based  on  a percentage of revenue and success fees.  The agency agreements
provide  from  between 15% and 20% of the monies produced by the syndicaters and
distributors  to  be  paid  as  fees  in  connection with the agency agreements.

PATENTS, TRADEMARKS AND LICENSES

  We have applied for and received trademarks for the following:

<TABLE>
<CAPTION>

Trademark                         Registration No.     Registration Date
---------                         ----------------     -----------------
<S>                                     <C>              <C>

WGL                               2884454              September 14, 2004
WGL World Wide Golf for Pay       2905083              November 23, 2004

Where Anyone Can Play for Pay     2906595              November 30, 2004

Red & Black The Colors of
Victory on Sunday                 2906594              November 30, 2004
</TABLE>

Additionally, on August 10, 2005, we filed an application with the United States
Patent  and  Trademark  office to obtain a registered trademark for "WGL MILLION
DOLLAR  SHOOTOUT,"  which  trademark  (Serial  Number  78689658)  has  not  been
registered to date.

EMPLOYEES

     We  currently  have  two  employees, which are both employed on a full-time
basis.  Additionally,  we use several outsourced support services. These include
advertising,  graphics design, printing, public relations, web-site development,
accounting  and legal services. We plan to add additional employees during 2006,
as  may  be  necessary  based  on the growth of our entertainment and production
operations.  None  of  our  employees  are  covered  by  collective  bargaining
agreements.

                                       13
<PAGE>

ITEM  2.  DESCRIPTION  OF  PROPERTY

     Our  principal  executive offices are located in approximately 1,500 square
feet  of  office  space  in  Longwood, Florida. We pay $2,018 per month for this
office  space  pursuant  to  a  verbal month to month lease. We believe that our
existing  facilities  are  adequate  for  our  current  use.

ITEM  3.  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 December 31, 2005 of $283,081 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
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

                                       14
<PAGE>

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  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     There  were  no  matters submitted to a vote of security holders during the
fourth  quarter  of  the  fiscal  year  ended  December  31,  2005.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     "Bid"  and  "Asked"  offers  for  the  common  stock  are  listed  on  the
Over-The-Counter Bulletin Board (the "OTCBB"). The trading symbol for the common
stock  is  "WGFL".

     The following table sets forth the high and low bid prices per share of the
Company's  common  stock for the periods indicated as reported on the OTCBB. The
quotations  reflect  inter-dealer  prices,  without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>

2005                       HIGH BID   LOW BID
                           --------   -------
     <S>                      <C>         <C>
     December 31, 2005      $0.0027   $0.0013
     September 30, 2005     $0.0210   $0.0016
     June 30, 2005          $0.0320   $0.0003
     March 31, 2005         $0.0150   $0.0011

2004                       HIGH BID   LOW BID
                           --------    ------
     December 31, 2004      $0.0170   $0.0045
     September 30, 2004     $0.0220   $0.0088
     June 30, 2004          $0.0390   $0.0150
     March 31, 2004         $0.2900   $0.0155
</TABLE>

                                       15
<PAGE>

     As  of  April 4, 2006, the Company had 2,366,594,293 shares of common stock
outstanding  held  by  approximately  136  shareholders  of record and 1,000,000
shares of preferred stock outstanding. The number of holders of the common stock
includes  nominees  of  various  depository trust accounts for an undeterminable
number  of  individual  stockholders.

PENNY  STOCK

     The  Company's  common  stock  is  considered a "penny stock" as defined in
certain rules under the Securities Exchange Act of 1934 (the "Exchange Act"). In
general,  a security which is not quoted on NASDAQ or has a market price of less
than  $5 per share where the issuer does not have in excess of $2,000,000 in net
tangible  assets  is  considered  a  penny  stock.  The  Commission's Rule 15g-9
regarding  penny  stocks  imposes  additional  sales  practice  requirements  on
broker-dealers  who  sell  such  securities  to  persons  other than established
customers  and  accredited investors (generally persons with net worth in excess
of  $1,000,000  or  an annual income exceeding $200,000 or $300,000 jointly with
their  spouse).  For  transactions  covered by the rules, the broker-dealer must
make  a  special  suitability  determination  for  the purchaser and receive the
purchaser's  written  agreement  to the transaction prior to the sale. Thus, the
rules  affect the ability of broker-dealers to sell our common stock should they
wish  to  do so because of the adverse effect that the rules have upon liquidity
of  penny  stocks.  Unless  the transaction is exempt under the rules, under the
Securities  Enforcement  Remedies  and  Penny  Stock  Reform  Act  of  1990,
broker-dealers  effecting  customer transactions in penny stocks are required to
provide  their customers with (i) a risk disclosure document; (ii) disclosure of
current  bid  and ask quotations if any; (iii) disclosure of the compensation of
the  broker-dealer  and its sales personnel in the transaction; and (iv) monthly
account  statements  showing  the  market  value of each penny stock held in the
customer's  account.  In  addition,  various  state  securities  laws  impose
restrictions on transferring "penny stocks".

DIVIDEND  POLICY

     We  have not declared or paid dividends on our common stock in the last two
fiscal  years.  We  do not anticipate paying dividend on our common stock in the
foreseeable  future. In addition, any future determination to pay cash dividends
will  be  at the discretion of the Board of Directors and will be dependent upon
our  financial  condition, results of operations, capital requirements, and such
other  factors  as  the  Board  of  Directors  deem  relevant.

                                       16
<PAGE>

EQUITY  COMPENSATION  PLAN

    EQUITY  COMPENSATION  PLAN  INFORMATION

                      EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>
                                                                               Number of securities remaining available
                             Number of securities to be  Weighted-average      for future issuance under equity
                             issued upon exercise of     exercise price of     compensation plans (excluding  securities
                             outstanding  options,       outstanding options,  to be issued upon exercise of outstanding
Plan Category                warrants and rights         warrants and rights   options, warrants and rights)
<S>                                <C>                           <C>                          <C>
2004 Stock Incentive Plan(1)       --                            --                          --(2)
<FN>
(1)  Approved  by  shareholders  voting  an  aggregate of 398,139,134 shares, or
     50.05%, of the shares eligible to vote on shareholder matters, by a written
     consent  to  action without a meeting signed by a majority of the Company's
     shareholders between January 19, 2005 and February 2, 2005.

(2)  Throughout  2005  and  the  first  quarter  of 2006, all 150,000,000 shares
     which  were  registered pursuant to the Company's 2004 Stock Incentive Plan
     were issued to various consultants.
</TABLE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     We  have  issued  the following securities under the Securities Act of 1933
(the  "Act" or the "Securities Act") during the fourth quarter of the year ended
December  31,  2005:

     In  October  2005,  we acquired 614,602 shares of our common stock from two
shareholders  for  aggregate  consideration  of  $25,000,  which  shares  were
subsequently cancelled.

     On  October  13, 2005, we entered into a Securities Purchase Agreement with
DLC,  an  accredited  investor,  for  the  sale  of  (i) $700,000 in convertible
debentures  and  (ii)  warrants  to  buy  200,000,000 shares of the Registrant's
common  stock  at an exercise price of $0.0015 per share. In addition, we issued
22,500,000  shares  of  restricted  common  stock with "piggy-back" registration
rights  to  DLC  as  a  commitment fee.  We claim an exemption from registration
afforded  by  Section  4(2)  of  the Securities Act of 1933, 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  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, 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.

                                       17
<PAGE>

PREFERRED STOCK

     We  are authorized to issue 10,000,000 shares of preferred stock, $.001 par
value  per  share.  As of April 4, 2006, there were 1,000,000 shares of Series A
non-convertible,  redeemable  preferred stock issued and outstanding. The shares
of  preferred  stock may be issued in series, and shall have such voting powers,
full  or  limited,  or  no voting powers, and such designations, preferences and
relative  participating,  optional  or other special rights, and qualifications,
limitations  or  restrictions  thereof,  as shall be stated and expressed in the
resolution  or resolutions providing for the issuance of such stock adopted from
time  to  time  by  the  board of directors. The board of directors is expressly
vested  with the authority to determine and fix in the resolution or resolutions
providing  for the issuances of preferred stock the voting powers, designations,
preferences  and  rights,  and  the  qualifications, limitations or restrictions
thereof,  of  each  such series to the full extent now or hereafter permitted by
the  laws  of  the  State  of  Delaware.

SERIES A PREFERRED STOCK

     During the year ended December 31, 2003, our Board of Directors established
a  series  of 1,000,000 redeemable, non-convertible shares of Series A preferred
stock,  $0.001  par  value per share, that have voting rights equal to 300 votes
per  share  of  preferred stock and ranks senior to the common stockholders with
respect  to  the  winding  up,  liquidation  or  dissolution of the Company. The
1,000,000 shares of Series A preferred stock were issued to Michael Pagnano, our
Chief Executive Officer, as compensation for his services. We have the option to
redeem  the  preferred  stock  for  an  aggregate  of  $50,000  at  any  time.

WARRANTS

     In  connection  with  a  Securities  Purchase  Agreement  with  Golden Gate
Investors,  Inc.  ("Golden Gate") in June 2004, Golden Gate was issued 2,500,000
warrants  to purchase shares of common stock. The warrants are exercisable until
three  years  from  the date of issuance at a purchase price of $1.00 per share.
Of  the  2,500,000  warrants  originally  issued  to  Golden Gate, approximately
1,410,000  warrants  remain  as  of  the  filing.

                                       18
<PAGE>

     To  obtain funding for our ongoing operations, we entered into a Securities
Purchase  Agreement with DLC Capital Group, LLC ("DLC") on October 13, 2005, for
the  sale  of  (i)  $700,000  in convertible debentures and (ii) warrants to buy
200,000,000  shares  of  our  common  stock  at an exercise price of $0.0015 per
share.  In addition, we issued 22,500,000 shares of restricted common stock with
"piggy-back"  registration  rights  to  DLC as a commitment fee. 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.  The debenture and the warrants
are described in greater detail above under "Corporate History and Development."


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     The  following  discussion  contains certain statements that may constitute
forward-looking  statements.  Any  statements  that  refer  to  expectations,
projections  or  other  characterization  of future events or circumstances, and
especially  those  which  include variations of the words "believes," "intends,"
"estimates,"  "anticipates,"  "expects," "plans," or similar words or variations
thereof, are likely to be forward-looking statements, and as such, are likely to
concern  matters involving risk, uncertainty, unpredictability and other factors
that  could  materially and adversely affect the outcome or results indicated by
or  inferred  from  the  statements themselves. Therefore, the reader is advised
that the following discussion should be considered in light of the discussion of
risks  and  other  factors  contained  in this report and in the Company's other
filings  with  the  Securities  and  Exchange Commission, and that no statements
contained in the following discussion or in this report should be construed as a
guarantee or assurance of future performance or future results.

Plan  of  Operations:

     During  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.

     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.

                                       19
<PAGE>

     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  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.

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

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

                                       20
<PAGE>

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

     In  December  2004,  the  Financial Accounting Standards Board (the "FASB")
issued  Statement of Financial Accounting Standards ("SFAS") No. 153, "exchanges
of  Nonmonetary  Assets  -  An Amendment of APB Opinion No. 29." Our adoption of
this  statement  is  not  expected  to  have  a material impact on our financial
position  or  results of operations. Also in December 2004, the FASB issued SFAS
No.  123R,  "Share Based Payments." We are currently reviewing the impact on our
financial  statements of implementing this statement. In November 2004, the FASB
issued  SFAS  No.  151, "Inventory Costs." Our adoption of this statement is not
expected  to  have  a  material  impact on our financial condition or results of
operations.  In  May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial  Instruments with Characteristics of Both Liabilities and Equity." The
adoption  of  this  statement  did  not  have a material effect on our financial
condition or results of operations. In April 2003, the FASB issued SFAS No. 149,
Amendment to Statement No. 133 on Derivative Instruments and Hedging Activities.
The  adoption  of this statement did not have a material effect on our financial
condition  or results of operations. In December 2003, the FASB issued revisions
to  Interpretation  No.  46  ("FIN  46"),  "Consolidation  of  Variable Interest
Entities," which the FASB had previously issued in January 2003. The Company did
not  have  any special purpose or variable interest entities under FIN 46 or the
revisions  ("FIN  46R").  In  December  2002,  the  FASB  issued  SFAS  No. 148,
"Accounting for Stock Based Compensation." We adopted SFAS No. 148 on January 1,
2003.  The  adoption  of  SFAS  No. 148 did not have a significant impact on our
financial  reporting.

RESULTS  OF  OPERATION

Fiscal  Year  Ended December 31, 2005 Compared To Fiscal Year Ended December 31,
2004

      We  had  revenues  of $553,948 for the year ended December 31, 2005, which
consisted solely of membership fee revenue, compared to revenues of $144,915 for
the  year  ended  December  31,  2004,  which consisted solely of membership fee
revenue, an increase of $389,033 or 268% from the prior period.  The increase in
membership fee revenue was mainly due to increased membership fees in connection
with  our  prior  "Play  for Pay" business concept, 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  have  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.

                                       21
<PAGE>

     We had total operating, general and administrative expenses ("Expenses") of
$2,952,272  for  the year ended December 31, 2005, compared to total Expenses of
$2,758,437  for  the  year  ended  December 31, 2004, an increase in expenses of
$193,835  or  7% from the prior period. Expenses for the year ended December 31,
2005,  included  certain expenses in connection with the production, filming and
post-production  of  The  WGL  Million  Dollar  Shootout.

     We  had  $-0-  of  license  fee  reimbursement  expenses for the year ended
December 31, 2005, compared to $75,000 of license fee reimbursement expenses for
the  year  ended  December  31,  2004,  which was due to the repurchase of three
licenses  with  third  parties whereby the licensee had the right to develop and
manage  our marketing concept in an exclusive territory. We have now repurchased
all  of the licenses which were sold prior to the change from our "Play for Pay"
model  of  operations  to  our  current operations focused on reality television
filming  and  production.

     We  had  loss from operations of $2,398,324 for the year ended December 31,
2005, compared to loss from operations of $2,688,522 for the year ended December
31,  2004.  The  decrease in loss from operations was due mainly to the increase
in  membership  fee  revenue  received  during the year ended December 31, 2005.

     We  had  other  expense  of  $621,776 for the year ended December 31, 2005,
which  included  interest expense of $739,457 in connection with our outstanding
convertible  debentures  with  Golden  Gate  and  DLC,  and  gain  on derivative
liability  of  $117,681  in  connection with the amortization of gain associated
with our outstanding convertible debt, compared to other expense of $397,114 for
the year ended December 31, 2004, which included interest expense of $546,518 in
connection  with  the  convertible  debt,  and  $149,404  of  gain on derivative
liability  in  connection  with  the  amortization  gain  associated  with  our
outstanding  convertible  debt.

     We  had  a  net  loss  of  $3,020,100 for the year ended December 31, 2005,
compared  to  a  net  loss of $3,085,636 for the year ended December 31, 2004, a
decrease  in  net loss of $65,536 or 2.1% from the prior period. The decrease in
net  loss  was  mainly caused by the 268% increase in membership fee revenue for
the  year ended December 31, 2005, compared to the year ended December 31, 2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

     We  had  total  assets  of $696,000 as of December 31, 2005, which included
total  current  assets  of $37,500 and total long-term assets of $658,700. Total
current  assets  consisted  of cash and cash equivalents of $-0-; and advance to
repurchase  stock  of  $37,500  in  connection  with  the repurchase of treasury
shares.  Total  long-term  assets as of December 31, 2005, consisted of property
and  equipment  (net  of  accumulated  depreciation  of  $13,278)  of  $14,476;
capitalized  production  cost  of  $642,349;  and  other  assets  of  $1,875.

     We  had  total  liabilities  of  $2,355,518  as of December 31, 2005, which
consisted  solely  of current liabilities.  Total liabilities as of December 31,
2005,  included  accounts  payable  of $125,694; accrued liabilities of $81,205,
which  included  accrued  interest  of $39,789, accrued payroll of $7,364, legal
settlement  of  $10,750,  payroll  taxes  of $11,000 and credit card payments of
$22,000; advance from related party of $20,000; bank overdraft of $10,738; notes
payable  to  prize winners of $281,081, in connection with amounts owed to prize
winners  of  the  2001  World  Golf  League  National Tournament, the notes bear
interest  at  5% per annum, and were due in September 2004, and are currently in
default;  convertible  debenture  (net of discount of $618,456) of $199,456; and
convertible  debenture derivative liability of $1,637,344 in connection with our
outstanding  convertible debenture with Golden Gate and DLC, as described above.

                                       22
<PAGE>

     We  had  negative  net  working  capital  of  $2,318,018 and an accumulated
deficit  of  $16,649,054  as  of  December  31,  2005.

     We had $709,304 in net cash used in operating activities for the year ended
December  31,  2005,  which  was  mainly attributable to $3,020,100 of net loss,
offset  by  $1,690,853  of  common stock issued for services, which included the
value  of approximately 374,798,412 shares issued to consultants during the year
ended  December  31,  2005, and $604,841 of interest associated with creation of
derivative  liability.

     We had $643,668 of net cash used in investing activities for the year ended
December  31,  2005,  which  included  $1,319  in  purchase  of fixed assets and
$642,349  of  increase  in  film  production  costs.

     We had $1,337,599 of net cash provided by financing activities for the year
ended  December  31,  2005, which included $748,780 of proceeds from issuance of
common  stock;  $604,912  of  proceeds  from  issuance of convertible debenture;
$20,000  of proceeds from issuance of payable to stockholder; $1,407 of increase
in  notes  payable  to  prize  winners; offset by $37,500 of advance to purchase
treasury  stock.

     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, subsequent to the filing of this report in connection with
the  term  sheet  described  below.  We  anticipate  the  need for approximately
$1,600,000  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

                                       23
<PAGE>

or on terms satisfactory to us. Any additional financing may involve dilution to
our  then-existing  shareholders. At this time, no additional financing has been
secured  or  identified.  We  have  no  commitments  from officers, directors or
affiliates  to  provide  funding.  If we are unable to obtain debt and/or equity
financing  upon  terms  that we deem sufficiently favorable, or at all, it would
have  a  materially  adverse  impact  upon  our  ability  to pursue our business
strategy  and maintain our current operations. As a result, it may require us to
delay, curtail or scale back some or all of our operations including 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  in  greater  detail  below.

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
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 $.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.

                                       24
<PAGE>

     Golden  Gate  Investors  has  further  contractually agreed to restrict its
ability  to  convert the debenture or exercise their warrants and receive shares
of our common stock such that the number of shares held by Golden Gate Investors
and its affiliates after such conversion or exercise does not exceed 4.9% of the
then  issued and outstanding shares of our common stock. As of December 31, 2005
Golden  Gate  had  converted  approximately $90,494 of the convertible debenture
into  approximately  411,490,741 shares of our common stock, leaving $159,506 of
the Golden Gate convertible debenture outstanding as of December 31, 2005, which
note  is due and payable on June 4, 2006. Additionally, as of December 31, 2005,
Golden  Gate  had paid us approximately $897,439 in connection with the exercise
of  their  warrants,  and been issued approximately 897,439 shares of our common
stock.  As  of  December  31,  2005,  Golden  Gate  had  approximately 1,602,561
unexercised  warrants  remaining.


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

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

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

                                       25
<PAGE>

     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.

     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.

                                       26
<PAGE>

     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 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 give
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.

     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.

     As  of  December  31,  2005, DLC had converted approximately $49,106 of the
convertible  debenture into approximately 40,000,062 shares of our common stock,
leaving $650,894 of the DLC convertible debenture outstanding as of December 31,
2005,  which  debenture  is  due  and  payable  on October 13, 2007. DLC had not
exercised  any  of  its  500,000,000  warrants  as  of  December  31,  2005.

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

     On  March  29,  2006, we entered into a term sheet with DLC, which provided
for  DLC  to purchase $400,000 in convertible debentures from us and warrants to
purchase  700,000,0000  shares  of  our  common  stock  at $0.004 per share. 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

                                       27
<PAGE>

lowest  volume  weighted  average prices during the twenty trading days prior to
the conversion; (iii) seventy percent (70%) of the volume weighted average price
on the trading day prior to the conversion; or (iv) seventy percent (70%) of the
closing  bid  price prior to DLC's election to convert, which amount shall never
be  lower  than  $0.001  per  share.  Pursuant  to  the  payment schedule of the
debenture,  we received $20,000 upon our entry into the term sheet, which amount
was  paid  to  Mandalay  Entertainment  in  connection with final payment of the
Mandalay  contract,  as  described above; $75,000 on April 7, 2006, which amount
was  immediately  paid  to  a  production  partner; we will receive $50,000 upon
filing  this  10-KSB;  $55,000  upon  the  filing of a Form SB-2 to register the
shares  convertible  into  common  stock  in  connection with the debenture; and
$200,000 upon the effectiveness date of such Form SB-2. The debenture shall bear
interest at the Wall Street Journal Prime Rate plus 2% until paid.

     The  warrants shall be exercisable for shares of our common stock at $0.004
per  share,  and  shall  expire  three  years from their date of issuance.  As a
commitment fee in connection with the funding, we agreed to issue DLC 40,000,000
shares  of common stock with "piggy back" registration rights, which shares have
not  been  issued  to  date.

     Pursuant  to the term sheet, we agreed to enter into final documents within
fifteen  (15) business days from the date the term sheet was entered into, which
final  documents have not been entered into to date.  Additionally, we agreed to
register  the  shares  convertible  into  common  stock  in  connection with the
debenture  and  exercisable  into  shares of common stock in connection with the
warrants  on  a Form SB-2 Registration Statement, to be filed within thirty (30)
days  of  the  execution  date of final documents, and to have such Registration
Statement declared effective within one hundred and twenty days of the execution
date  of  final  documents.

                                  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
compared  to  a  net  loss  of $3,085,636 for the fiscal year ended December 31,
2004.  We  had negative working capital of $2,318,018; an accumulated deficit of
$16,649,054;  and  a  bank  overdraft  of  $10,378  as of December 31, 2005.  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

                                       28
<PAGE>

future  success  that  we  might  enjoy will depend upon many factors, including
factors  out  of  our  control  or which cannot be predicted at this time. These
factors may include changes in or increased levels of competition, including the
entry  of  additional competitors and increased success by existing competitors,
changes  in general economic conditions, increases in operating costs, including
costs  of  supplies,  personnel  and  equipment,  reduced  margins  caused  by
competitive  pressures and other factors. These conditions may have a materially
adverse  effect  upon  us  or  may  force us to reduce or curtail operations. As
discussed  below,  we  also require additional capital in order to implement our
business plan without regard to our financing arrangement with 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.

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 $283,081 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

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<PAGE>

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 December 31, 2004 of $283,081 is in
default.  As  discussed  under the heading "Subsequent Events" in "Item 3. Legal
Proceedings,"  a person has sued us alleging that they are one of the winners of
the 2001 World Golf League National Tournament holding one of the notes which is
in  default in the amount of $22,500, and such individual has obtained a default
judgment against us in the amount of $22,500. 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.

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<PAGE>

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, 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, a negative
working capital position and a stockholders' deficit position as of December 31,
2005.  We  continue to experience net losses. Our ability to continue as a going
concern  is  subject to our ability to generate a profit and/or obtain necessary
funding  from  outside  sources, including obtaining additional funding from the
sale  of  our  securities,  increasing  sales or obtaining loans and grants from
various  financial  institutions  where  possible.  Our continued net losses and
stockholders'  deficit  increases the difficulty in meeting such goals and there
can  be  no  assurances  that  such  methods  will  prove  successful.

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

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

IF  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

                                       31
<PAGE>

our  new  employees.  In  addition, to manage our growth effectively, we will be
required  to  expand our management base and enhance our operating and financial
systems.  If  we continue to grow, there can be no assurance that the management
skills  and  systems currently in place will be adequate or that we will be able
to  manage  any  additional  growth effectively. Failure to achieve any of these
goals  could have a material adverse effect on our business, financial condition
or  results  of  operations.

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

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

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

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

                                       32
<PAGE>

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.

                       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.

                                       33
<PAGE>

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

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

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

     Our  common  stock  is considered a "penny stock" as defined in Rule 3a51-1
promulgated  by  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.

                                       34
<PAGE>

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  April  4, 2006, we had 2,366,594,293 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 74,945,174
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 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 April 4, 2006, we had 2,366,594,293 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. However, the number
of  shares  of  common  stock  issuable  upon  conversion  of  the  outstanding
convertible  debentures  may increase if the market price of our stock declines.
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.

                                       35
<PAGE>

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

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

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

     The  convertible  debentures  are  convertible  by Golden Gate and DLC into
shares  of  our  common  stock  at  a 20% and 30% discount, respectively, to the
trading  price  of  the  common  stock  prior to the conversion. The significant
downward  pressure  on the price of the common stock as the selling stockholders
convert and sell material amounts of common stock could encourage short sales by
investors. This could place further downward pressure on the price of our common
stock.  Golden  Gate  and  DLC  could  sell  common  stock  into  the  market in
anticipation  of  covering  the short sale by converting their securities, which
could  cause  the further downward pressure on the stock price. In addition, not
only  the  sale  of  shares issued upon conversion or exercise of debentures and
warrants,  but  also  the  mere  perception  that  these  sales could occur, may
adversely  affect  the  market  price  of  the  common  stock.

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

     The  issuance  of  shares upon conversion of the convertible debentures may
result  in substantial dilution to the interests of other stockholders since the
selling stockholders may ultimately convert and sell the full amount issuable on
conversion.  Although  Golden  Gate  and  DLC  may  not  convert the convertible
debentures  and/or  exercise  the  warrants if such conversion or exercise would
cause  Golden  Gate or DLC to own more than 4.9% of our outstanding common stock
(or,  in DLC's case, 9.99% of our outstanding common stock 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.

                                       36
<PAGE>

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

     Based  on our current market price and the potential decrease in our market
price  as  a result of the issuance of shares upon conversion of the convertible
debentures,  we  have  made  a good faith estimate as to the amount of shares of
common stock that we are required to register and allocate for conversion of the
convertible  debentures.  Accordingly, we have registered 1,412,000,000 to cover
the  conversion of the convertible debentures. In the event that our stock price
decreases,  the  shares  of common stock we have allocated for conversion of the
convertible  debentures may not be adequate. If the shares we have allocated are
not  adequate  and we are required to file an additional registration statement,
we  may incur substantial costs in connection with the preparation and filing of
such  registration  statement.

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

     In  June 2004, we entered into a Securities Purchase Agreement for the sale
of  an  aggregate  of  $250,000  principal amount of convertible debentures. The
convertible debentures are due and payable, with 7% interest, two years from the
date  of  issuance,  unless sooner converted into shares of our common stock. In
addition,  any  event  of  default  could  require  the  early  repayment of the
convertible  debentures  at  a  price  equal to 125% of the amount due under the
debentures. In October 2005, we entered into a Securities Purchase Agreement for
the sale of an aggregate of $700,000 in convertible debentures.  The convertible
debentures  are  due  and  payable, with 8% interest, two years from the date of
issuance,  unless sooner converted into shares of our common stock.  In 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.

                                       37
<PAGE>

OFF  BALANCE  SHEET  ARRANGEMENTS

     The  Company  does not have any off balance sheet arrangements that have or
are  reasonably  likely  to  have  a  current  or future effect on the Company's
financial  condition,  changes  in  financial  condition,  revenues or expenses,
results  of  operations,  liquidity,  capital expenditures, or capital resources
that  is  material  to  investors.

ITEM  7.  FINANCIAL  STATEMENTS

                                       38
<PAGE>

THE WORLD GOLF LEAGUE, INC.
TABLE OF CONTENTS


                                                                           PAGE
                                                                           ----

Consolidated Financial Statements:

  Consolidated Balance Sheets as of December 31, 2005 and 2004               F-3

  Consolidated Statements of Operations for the years ended
    December 31, 2005 and 2004                                               F-4

  Consolidated Statements of Stockholders' Equity (Deficit) for
    the years ended  December 31, 2005 and 2004                              F-5

  Consolidated Statements of Cash Flows for the years
    ended December 31, 2005 and 2004                                         F-6

  Summary of Significant Accounting Policies and Notes
    to Consolidated Financial  Statements                                    F-7



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

To the Board of Directors and Stockholders of
The World Golf League, Inc.

We have  audited  the accompanying consolidated balance sheet of The World Golf
League, Inc. (the "Company") as of December 31, 2005, and the related
consolidated statements of operations,  stockholders' deficit and cash flows for
the year then ended.  These financial statements are the
responsibility of the Company's  management.  Our  responsibility is  to express
an opinion on these consolidated financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits to obtain reasonable assurance about whether the
consolidated financial  statements  are free of material misstatement.  An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures in the  financial  statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial position of The World Golf
League, Inc. as of  December 31, 2005, and the results of its operations and its
cash flows for the  year  then ended  in conformity with
accounting principles  generally  accepted  in  the  United  States  of America.

The accompanying  consolidated financial statements have been prepared assuming
the Company will  continue  as  a going concern.  As  discussed in Note 2 to the
consolidated financial statements,  the  Company  has  incurred recurring losses
and  is  in  a  negative working  capital  position  and a stockholders' deficit
position.  These factors raise  substantial  doubt  about  the Company's ability
to continue as a going concern.  Management's  plans  in regard to these matters
are also described in Note  2.  The  consolidated financial  statements  do  not
include any adjustments that might result  from the outcome of this uncertainty.

As  discussed  in  Note  12  to  the financial statements, errors related to the
presentation  of  derivative liabilities and convertible debt were discovered by
management  in  2005.  Accordingly, adjustments have been made as of and for the
year  ended  December  31,  2004  to  correct  the  error.


Houston, Texas
Malone & Bailey, PC
Malone-bailey.com
April 15, 2006

<PAGE>

HAM,
LANGSTON &
BREZINA, L.L.P.
Certified Public Accountants

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

To the Board of Directors and Stockholders of
The World Golf League, Inc.

We  have  audited  the accompanying consolidated balance sheet of The World Golf
League, Inc. (the  "Company")  as  of  December  31,  2004,  and  the  related
consolidated statements of operations,  stockholders' deficit and cash flows for
the year then ended.  These financial statements are the
responsibility of the Company's  management.  Our  responsibility is  to express
an opinion on these consolidated financial  statements  based  on  our  audits.

We  conducted  our  audit  in  accordance  with standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits to obtain reasonable assurance about whether the
consolidated financial  statements  are free of material misstatement.  An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures in the  financial  statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial position of The World Golf
League, Inc. as of  December 31, 2004, and the results of its operations and its
cash flows for the  year  then ended  in conformity with
accounting principles  generally  accepted  in  the  United  States  of America.

The  accompanying  consolidated financial statements have been prepared assuming
the Company will  continue  as  a going concern.  As  discussed in Note 2 to the
consolidated financial statements,  the  Company  has  incurred recurring losses
and  is  in  a  negative working  capital  position  and a stockholders' deficit
position.  These factors raise  substantial  doubt  about  the Company's ability
to continue as a going concern.  Management's  plans  in regard to these matters
are also described in Note  2.  The  consolidated financial  statements  do  not
include any adjustments that might result  from the outcome of this uncertainty.

Houston, Texas
April 14, 2005

<PAGE>

<TABLE>
<CAPTION>

                           THE WORLD GOLF LEAGUE, INC.
                                 BALANCE SHEETS
                           December 31, 2005 AND 2004


                                                                                       2004
     ASSETS                                                          2005           (Restated)
---------------                                                 -------------      -------------
<S>                                                                  <C>                <C>
Current assets
  Cash and cash equivalents                                     $                  $      15,373
  Deferred membership expense                                                            200,000
  Advance to repurchase stock                                          37,500
                                                                -------------      -------------

    Total current assets                                               37,500            215,373

Property and equipment, net of accumulated
 Depreciation of $13,278 and $9,978, respectively                      14,476             16,457
Capitalized Film Production Cost                                      642,349
Other assets                                                            1,875             13,776
                                                                -------------      -------------
      Total assets                                              $     696,200      $     245,606
                                                                =============      =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
  Accounts payable                                              $     125,694      $      52,546
  Accrued liabilities                                                  81,205            174,663
  Advance from Related Party                                           20,000
  Bank overdraft                                                       10,738
  Notes payable to prize winners                                      281,081            279,674
  Deferred membership fee revenue                                                        230,727
  Convertible debenture, net of discount
    of $618,456 and $199,728, respectively                            199,456             13,272
  Convertible debenture derivative liability                        1,637,344            573,575
                                                                -------------      -------------
    Total current liabilities                                       2,355,518          1,324,457
                                                                -------------      -------------
    Total liabilities                                               2,355,518          1,324,457
                                                                -------------      -------------

Stockholders' deficit:
  Preferred stock; $0.001 par value; 10,000,000 shares
    authorized; 1,000,000 shares of Series A non-conver-
    tible, redeemable preferred stock issued and out-
    standing                                                            1,000              1,000
  Common stock; $0.001 par value; 2,500,000,000 shares
    authorized; 1,280,689,054 and 491,454,304 shares
    issued at December 31, 2005 and December 31, 2004
    respectively; and 1,277,812,237 and 488,877,487
    outstanding at December 31, 2005 and  December 31,
    2004, respectively                                              1,280,689            491,454
  Additional paid-in capital                                       13,808,928         12,196,556
  Unissued common stock                                                61,137             23,111
  Treasury stock, at cost, 2,576,817 shares                          (162,018)          (162,018)
  Accumulated deficit                                             (16,649,054)       (13,628,954)
                                                                -------------      -------------

    Total stockholders' equity (deficit)                           (1,659,318)        (1,078,851)
                                                                -------------      -------------

      Total liabilities and stockholders' equity (deficit)      $     696,200      $     245,606
                                                                =============      =============
</TABLE>


See Summary of Significant Accounting Policies and Notes to Financial Statements

                                       F-3
<PAGE>

<TABLE>
<CAPTION>

                           THE WORLD GOLF LEAGUE, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                                         2004
                                                          2005        (Restated)
                                                     -------------  -------------
<S>                                                        <C>           <C>
REVENUE
 Membership fee revenue                              $     553,948  $     144,915
                                                     -------------  -------------

    Total revenue                                          553,948        144,915

Operating, general and administrative expenses           2,952,272      2,758,437
License fee reimbursement expense                                          75,000
                                                     -------------  -------------

  Net loss from operations                              (2,398,324)    (2,688,522)

Other income (expense):
  Interest expense                                        (739,457)      (546,518)
  Gain on derivative liability                             117,681        149,404
                                                     -------------  -------------

    Net (loss)                                       $  (3,020,100) $  (3,085,636)
                                                     =============  =============

Weighted average shares outstanding                    253,660,882    430,733,652
                                                     =============  =============

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

</TABLE>


                    See Summary of Significant Accounting Policies and Notes to
                              Financial Statements

                                       F-4
<PAGE>

<TABLE>
<CAPTION>

                                               THE WORLD GOLF LEAGUE, INC.
                                UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                         FOR THE YEAR ENDED DECEMBER 31, 2004 (restated)  and 2005


                         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 December
  31, 2003            1,000,000   1,000    382,329,944   382,330     9,865,898          -     (350,941)   (10,543,318)     (645,030)

Common stock issued
  or com-mitted for
  services                    -       -     51,522,799    51,523     1,680,740     17,000            -              -     1,749,263

Common stock issued as
  payment of accrued
  liabilities                 -       -      1,194,444     1,194       78,806           -            -              -        80,000

Effect of beneficial
  conversion feature
  of convertible
  debentures                  -       -              -         -      250,000           -            -              -       250,000

Reversal of effect of
  beneficial Conversion
  feature of con-
  vertible debentures         -       -              -         -     (250,000)          -            -              -      (250,000)

Issuance of stock
  options for services        -       -              -         -       32,541           -            -              -        32,541

Exercise of stock
  options for cash            -       -      4,000,000     4,000       76,000           -            -              -        80,000

Exercise of stock
  options in lieu of
  reduction in payable
  to stockholder and
  compensation expense        -       -      1,300,000     1,300       65,000           -            -              -        66,300

Correction of common
  stockissued upon
  recapitalization            -       -      2,255,263     2,255       (2,255)          -            -              -             -

Capital contributed
  by stockholders             -       -              -         -      110,000           -            -              -       110,000

Common stock issued
  for cash                    -       -      2,666,664     2,667       37,333           -            -              -        40,000

Purchase o
  treasury stock              -       -              -         -            -           -      (67,895)             -       (67,895)

Cancellation of
  treasury stock              -       -    (12,160,082)  (12,160)     (90,051)          -      102,211              -             -

Reissuance of
  treasury stock as
  payment of accrued
  liabilities                 -       -              -           -          -           -      154,607              -       154,607

Common stock issued
  upon conversion of
  debentures                  -       -     57,975,272    57,975      (27,086)      6,111            -             -         37,000

Exercise of stock
  warrants for cash           -       -        370,000       370      369,630           -            -             -        370,000

Net loss                      -       -              -         -            -           -            -     (3,085,636)   (3,085,636)
                      ---------  ------  -------------  ---------  ----------    --------   ----------    -----------   -----------

Balance as of
  December 31,
  2004(restated)      1,000,000  $1,000    491,454,304  $ 491,454  $12,196,556   $ 23,111    $(162,018)  $(13,628,954)  $(1,078,851)

Common stock issued
  for services                -       -    374,798,412   374,798     1,271,029     45,026            -              -     1,690,853


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

Common stock issued
  for Conversion of
  debentures And
  exercise of warrants        -       -    412,555,582   412,556       336,224          -            -              -       748,780


Cancellation of common        -       -     (5,119,244)   (5,119)        5,119          -            -              -             -
  stock

Net loss                      -       -              -         -             -          -            -     (3,020,100)   (3,020,100)
(2,197,088)
                      ---------  ------  -------------  ---------- ------------  --------    ---------    -----------   -----------

Balance as of
  December 31, 2005   1,000,000  $1,000  1,280,689,054  $1,280,689  $13,808,928  $ 61,137    $(162,018)   $(16,649,054  $(1,659,318)
                      =========  ======  =============  ========== ============  ========    =========    ============  ===========
</TABLE>


                    See Summary of Significant Accounting Policies and Notes to
                              Financial Statements

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                           THE WORLD GOLF LEAGUE, INC.
                    AUDITED CONDENSED STATEMENT OF CASH FLOWS
                  FOR THE YEAR ENDED DECEMBER 31, 2005 and 2004


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

Cash flows from operating activities
  Net (loss)                                                           $(3,020,100)   $ (3,085,636)
  Adjustment to reconcile net (loss) to net
    cash used in operating activities
      Depreciation and amortization                                          3,300           4,247
      Interest associated with creation of derivative liability            604,841         510,728
      Amortization of Discount on Convertible debenture                     86,389          12,522
      Gain on Derivative Liability                                         (46,189)       (149,404)
      Effect of beneficial conversion feature of
     Convertible debentures                                                      -               -
      Exercise of stock options in lieu of compensation                          -          28,239
      Issuance of stock options for services                                     -          32,541
      Common stock issued for services                                   1,690,853       1,749,263
      Deferral of membership fee expense                                  (230,727)       (300,000)
      Amortization of deferred membership fee expense                      200,000         100,000
      Changes in operating assets & liabilities
     Other assets                                                           11,901         (11,901)
     Accounts payable                                                       73,148         (14,628)
     Accrued liabilities                                                   (93,458)        303,635
     Increase in bank overdraft                                             10,738               -
                                                                       -----------    ------------
      Net cash used in operating activities                               (709,304)       (820,394)
                                                                       -----------    ------------
Cash flows from investing activities
  Purchase of fixed assets                                                  (1,319)         (1,030)
  Increase in film production costs                                       (642,349)              -
                                                                       -----------    ------------
     Net cash used in investing activities                                (643,668)         (1,030)
Cash flows from financing activities
  Proceeds from issuance of payable to stockholder                          20,000          47,312
  Payments on payable to stockholder                                                       (42,251)
  Proceeds from exercise of stock warrants                                                 370,000
  Proceeds from exercise of stock options                                                   80,000
  Increase in notes payable to prize winners                                 1,407
  Payments on Notes payable to prize winners                                               (20,326)
  Proceeds from issuance of common stock                                   748,780          40,000
  Cash contributed by stockholders                                                         110,000
  Purchase of treasury stock                                                               (67,895)
  Advance to purchase treasury stock                                       (37,500)
  Proceeds from issuance of convertible debentures                         604,912         250,000
                                                                       -----------    ------------

      Net cash provided by financing activities                          1,337,599         766,840
                                                                       -----------    ------------

Net increase(decrease) in cash and cash equivalents                         15,373        (54,584)

Cash and cash equivalents, beginning of period                              15,373         69,957
                                                                       -----------   ------------
Cash and cash equivalents, end of period                               $         -   $     15,373
                                                                       ===========   ============
Supplemental Disclosures

  Cash paid for
    Interest                                                           $    34,089   $      7,471
                                                                       ===========   ============
    Income tax                                                         $         -   $          -
                                                                       ===========   ============

</TABLE>


See Summary of Significant Accounting Policies and Notes to Financial Statements


                                      F-6


<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO FINANCIAL STATEMENTS


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

     BACKGROUND
     ----------

     The  World  Golf  League,  Inc.  ("World  Golf  League  ")  is  based  in
     Longwood,  Florida.  World  Golf  League  has  developed  a  "Play for Pay"
     concept, whereby amateur golfers compete in various golf tournaments for an
     opportunity  to  win  actual  prize money. The Company markets this concept
     through wholesale providers in the United States. World Golf League also is
     the producer of the WGL Million Dollar Shootout, a reality Based television
     series  where  5  teams  of  4  players  each  will compete for $1,000,000.

     USE  OF  ESTIMATES
     ------------------

     The  preparation  of  financial  statements  in  conformity with accounting
     principles  generally  accepted  in  the  United States of America requires
     management  to  make estimates and assumptions that affect reported amounts
     and  related disclosures. Actual results could differ from those estimates.

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

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

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

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

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

                                     F-7
<PAGE>

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

     CASH  EQUIVALENTS
      ----------------

     For  purposes  of  reporting  cash  flows,  World Golf League considers all
     short-term investments with an original maturity of three months or less to
     be  cash  equivalents.

     PROPERTY AND EQUIPMENT
     ----------------------

     Property  and  equipment  are  recorded  at  cost. Depreciation is provided
     on  the straight-line method over the estimated useful lives of the assets,
     which  range  from five to seven years. Expenditures for major renewals and
     betterments  that  extend  the original estimated economic useful lives for
     the  applicable assets are capitalized. Expenditures for normal repairs and
     maintenance  are  charged  to  expense  as  incurred.  The cost and related
     accumulated  depreciation  of  assets  sold  or  otherwise  disposed of are
     removed  from the accounts, and any gain or loss is included in operations.

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

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

     ACCOUNTING FOR DERIVATIVE INSTRUMENTS
     -------------------------------------

     Statement  of  Financial  Accounting  Standard  ("SFAS")  No.  133,
     "Accounting for Derivative Instruments and Hedging Activities," as amended,
     requires all derivatives to be recorded on the balance sheet at fair value.
     These  derivatives,  including  embedded  derivatives  in  our  structured
     borrowings,  are  separately valued and accounted for on the balance sheet.
     Fair  values  for  exchange-traded  securities and derivatives are based on
     quoted  market  prices. Where market prices are not readily available, fair
     values  are  determined  using  market  based  pricing models incorporating
     readily  observable  market  data  and  requiring  judgment  and estimates.

                                     F-8
<PAGE>

     World  Golf  League  hired  an  independent  valuation  expert to determine
     the  fair  values  of  derivatives.  Valuations derived from this model are
     subject to ongoing internal and external verification and review. The model
     uses  market-sourced  inputs  such  as  interest  rates, exchange rates and
     option  volatilities.  Selection  of  these  inputs  involves  management's
     judgment  and  may  impact  net  income.

     In  September  2000,  the  Emerging  Issues  Task  Force issued EITF 00-19,
     "Accounting for Derivative Financial Instruments Indexed to and Potentially
     Settled  in,  a  Company's  Own  Stock,"  ("EITF  00-19")  which  requires
     freestanding contracts that are settled in a company's own stock, including
     common stock warrants, to be designated as an equity instrument, asset or a
     liability.  Under the provisions of EITF 00-19, a contract designated as an
     asset  or  a liability must be carried at fair value on a company's balance
     sheet,  with any changes in fair value recorded in the company's results of
     operations.  A contract designated as an equity instrument must be included
     within  equity,  and  no fair value adjustments are required. In accordance
     with  EITF  00-19,  in  December  2005,  World  Golf League determined that
     several  of  the  outstanding  warrants  to  purchase  common stock and the
     embedded conversion feature of convertible debentures, should be separately
     accounted  for  as  liabilities.  World  Golf  League  had  not  previously
     classified these derivative liabilities as such in the historical financial
     statements.  In  order to reflect these changes, World Golf League restated
     it's  financial  statements  for the year ended December 31, 2004 to record
     the  fair  value  of  these warrants and conversion features on the balance
     sheet  and  record unrealized changes in the values of these derivatives in
     the  statement  of  operations  as "Gain (loss) on derivative liabilities."

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

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

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

     World  Golf  League  accounts  for  its  stock  compensation  arrangements
     under  the  provisions  of  Accounting  Principles  Board  ("APB")  No.  25
     "Accounting  for  Stock  Issued  to  Employees". World Golf League provides
     disclosure  in  accordance with the disclosure-only provisions of Statement
     of  Financial  Accounting  Standard  ("SFAS")  No.  123  "Accounting  for
     Stock-Based  Compensation".  During  the reporting periods presented, there
     were  no  options issued for compensation under these provisions, therefore
     no  pro-forma  presentation  is  required.

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

     As  of  and  during  the  year  ended  December 31, 2005, World Golf League
     has  continued to accumulate payables to its vendors and to the golfers who
     have  won  prize  money  and  has experienced negative financial results as
     follows:

       Cash  flows  from  operations                    $     (709,304)

       Net  loss                                        $   (3,020,100)

       Accumulated  deficit                             $  (16,649,054)

       Stockholders'  deficit                           $   (1,659,318)

                                     F-9
<PAGE>

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

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


     World  Golf  League  has  developed  a  reality based television production
     and  expects it to produce significant revenues in future periods resulting
     in  a  significant  increase  in  earnings  form  operations.

3.   CONVERTIBLE DEBENTURES
     ----------------------

     Effective  June  4,  2004  World  Golf  League  entered  into  an agreement
     whereby  it  agreed  To issue $250,000 in convertible debentures which were
     fully  funded  during  2004.  The  Debentures  bear interest at 7% per year
     payable  monthly  in cash or common stock at Debenture holder's option. The
     debentures  mature  June  3, 2006 and are convertible, At the option of the
     holder,  to  shares of the World Golf League's common stock at a conversion
     Price  equal  to  the  lesser of (1) $0.25 or (2) 80% of the average of the
     five  lowest Volume weighted average prices during the twenty days prior to
     the  holder's  election  To  convert.

     In  addition,  the  World  Golf  League  issued  to  the  holders  of  the
     convertible  debentures  warrants To purchase 2,500,000 shares of the World
     Golf  League's  common  stock  with a strike price of $1.00 per share and a
     conversion  period  of  three  years. These warrants are to be Exercised in
     conjunction  with  each  conversion  of  the  convertible  debenture  in
     determining  the  proper  conversion  price.  World  Golf  League  issued
     354,042,898  and  58,345,272 shares, respectively, of its common stock upon
     conversion  of  $52,744  and  $37,750 of its debentures for the years ended
     December  31,  2005  and  2004.  Simultaneously,  World  Golf League issued
     527,439  and  370,000 shares for the exercise of warrants for the amount of
     $527,439  and  $370,000for  the  years  ended  December  31, 2005 and 2004.
     Warrants  outstanding  as  of December 31, 2005 and 2004 were 1,647,561 and
     2,130,000  respectively.

     World  Golf  League  issued  $700,000  convertible  debentures  on  October
     13,  2005.  The  debenture bears interest at 8% per year payable monthly in
     cash  or  common  stock  at  the  debenture holder's option. The debentures
     mature on October 13, 2007 and are convertible at the option of the holder,
     to  shares  of the World Golf League's stock at a conversion price equal to
     the  lesser of (1) $0.25, (2)70% of the average Five lowest volume weighted
     average  prices  during  the  twenty days prior to the holder's Election to
     convert,  or  (3)  70% of the volume weighted average price for the trading
     day  Prior  to  holder's  election  to  convert.

     In  addition,  World  Golf  League  issued  to  the  holders  of  the
     convertible  debentures  warrants  to  Purchase  500,000,000  shares of its
     commons  stock  with a strike price equal to the lesser of (1) $0.25 or (2)
     70% of the average of the five lowest volume weighted average prices during
     The  twenty  days  prior  to  the  holder's  election  to  convert.

                                      F-10
<PAGE>

     World  Golf  League  issued  40,000,062  shares  of  its  common stock upon
     conversion  of  $49,106  of its debentures for the years ended December 31,
     2005.  No  warrants  have  been exercised as of December 31, 2005. Warrants
     outstanding  as  of  December  31,  2005  were  500,000,000.

     World  Golf  League  analyzed  the  Convertible  Notes and the Warrants for
     derivative  financial  instruments,  in  accordance  with SFAS No. 133. The
     Convertible  Notes  are  a  hybrid  instrument which contains more than one
     embedded  derivative  feature  which  would  individually  warrant separate
     accounting  as  derivative instruments under SFAS 133. The initial value of
     the  single  compound embedded derivative liability was bifurcated from the
     debt  host  contract and recorded as a derivative liability of $693,260 and
     $419,577,  resulted  in  a  reduction  of  the  initial carrying amount (as
     unamortized discount) of the Convertible Debentures at inception on June 4,
     2004  and  October 13, 2005, respectively. The unamortized discount will be
     amortized  to interest expense using the effective interest method over the
     life  of  the  Convertible  Debentures.

     The  Stock  Purchase  Warrants  are  freestanding  derivative  financial
     instruments.  The  fair value of the derivative was computed at $29,719 and
     $690,381  at  inception  on June 4, 2004 and October 13, 2005, respectively
     and was recorded as a derivative liability which resulted in a reduction of
     the  initial  carrying  amount (as unamortized discount) of the Convertible
     Notes. The unamortized discount will be amortized to interest expense using
     the  effective interest method over the life of the Convertible Debentures.

     The  following  summarizes  the  financial  presentation of the Convertible
     Debentures  at  December  31,  2005  and  2004:

                                                               2005       2004
                                                              -----      -----

      Face Value of Convertible Debenture                   $784,912   $213,000
      Adjustments:
           Unamortized Discount for derivative liability-
           Compound embedded derivative and warrants         618,456    199,728
                                                            --------    -------
      Convertible Debenture balance, net of discount        $199,456   $ 13,272
                                                            ========   ========

                                      F-11
<PAGE>

4. DEFERRED MEMBERSHIP FEE EXPENSE
   -------------------------------

     During  2004  World  Golf  League  entered  into  a one-year agreement with
     Upwon,  LLC  Whereby  Upwon  is  to receive 15,000,000 shares of World Golf
     League's  common  stock  in Exchange for services it provides to related to
     the sale of wholesale Memberships. The value of these services was recorded
     at  $300,000 based on the Closing price of World Golf League's common stock
     on the date the agreement was reached. World Golf League has reflected this
     amount  in  deferred membership fee expense in the amount of $200,000 as of
     December  31, 2004 balance sheet and is amortizing it into expense over the
     one year term of Agreement. Amortization related to this agreement included
     in  the  statement  of operations for the years ended December 31, 2005 and
     2004  amounted  to  $100,000  and  $200,000,  respectively.

5.   CONSULTING  AGREEMENTS
     ----------------------

     World  Golf  League  entered  into  consulting  agreements  and  issued
     374,798,412  and  51,522,799  shares of common stock to various consultants
     for  services performed or to be performed for the years ended December 31,
     2005 and 2004, respectively. World Golf League reflected consulting expense
     in  the amounts of $1,690,853 and $1,749,263 in its statement of operations
     for  the  years ended December 31, 2005 and 2004, respectively based on the
     fair  market  value  of  the  common  stock  on  the date of the agreement.

6.   NOTES PAYABLE TO PRIZE WINNERS
     ------------------------------

     Notes  payable  to  prize  winners  represent  notes  entered  into  with
     winners  of  the 2001 World Golf League National Tournament. The notes bear
     interest  At  5% and all principal and interest were due in September 2004.
     The  amounts  Outstanding  at  December  31, 2005 are in default and due on
     demand.

7.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

     World  Golf  League  is  currently  a  party  to certain litigation arising
     in  the normal course of business. Management believes that such litigation
     will  not have a material impact on World Golf League's financial position,
     results  of  operations  Or  cash  flows.

8.  RELATED PARTY TRANSACTIONS
    --------------------------

     Included  in  consulting  expense  for  the  years  ended December 31, 2004
     was $195,225, paid to the CEO of World Golf League for consulting services.

                                      F-12
<PAGE>

     During  2005,  the  CEO  advanced  World  Golf  League  $20,000  to  the
     Company.  This  Liability is non-interest bearing, uncollateralized and due
     on  demand.  During  2004, World Golf League paid $33,000 to the CEO for an
     advance  that  was  made  to  the  company  During  2003.

9.  DEFERRED  MEMBERSHIP  FEE  REVENUE
    ----------------------------------

     World  Golf  League  recognizes  membership  fee  revenue  over the term of
     the  membership  period  which  is  typically  from the date the individual
     becomes  a  member  through  the completion of the national golf tournament
     which  is  held  at  the  end of each membership period. The following is a
     detail  of  deferred  membership fee revenue during the year ended December
     31,  2004.  (There  was  no  deferred  membership fee revenue during 2005.)

     Deferred  membership  fee  revenue,  beginning  of  year      $         -
     Membership  fees  received                                        375,642
     Membership  fee  revenue  recognized                             (144,915)
                                                                    ----------

     Deferred  membership  fee  revenue,  end  of  year            $   230,727
                                                                    ==========

10.  INCOME  TAXES
     -------------

     The  Company  has  incurred  losses  since  its  inception  and, therefore,
     has  not been subject to federal income taxes. As of December 31, 2004, the
     Company  had  net  operating  loss  ("NOL")  carryforwards  for  income tax
     purposes  of  approximately  $6,600,000  which  expire in various tax years
     through  2023.  Under the provisions of Section 382 of the Internal Revenue
     Code the ownership change in the Company that resulted from stock issuances
     for  the  year  ended  December 31, 2005 could severely limit the Company's
     ability to utilize its NOL carryforward to reduce future taxable income and
     related tax liabilities. Additionally, because United States tax laws limit
     the  time  during  which  NOL  carryforwards  may be applied against future
     taxable income, the Company may be unable to take full advantage of its NOL
     for federal income tax purposes should the Company generate taxable income.

     The  composition of deferred tax assets and liabilities and the related tax
     effects  at  December  31,  2005 and 2004  are  as  follows:

          Deferred tax assets                       2004          2005
                                                   ------        -------
            Net operating losses                 $2,244,000    $2,006,000
             Valuation allowance                 (2,244,000)   (2,006,000)
                                                 ----------    ----------

          Total deferred tax assets              $        -    $        -
                                                 ==========    ==========

11. Capitalized Film Production Costs
    ---------------------------------

     Capitalized  film  production  costs  as  of  December  31,  2005 represent
     the costs to produce a reality television production of a World Golf League
     golf  tournament.  World  Golf League plans to distribute the production in
     future periods for the generation of revenues. The total amount of the film
     production  costs has been capitalized and costs are expected to be charged
     against  the  future  revenues  based on the income-forecast method through
     which  costs  are  applied  to  revenue  base don a forecast of anticipated
     future revenues to be generated. World Golf League has no experience in the
     production  or  distribution  of  television  based  reality  television
     broadcasts.

                                      F-13
<PAGE>

12.  RESTATEMENT  AND RECLASSIFICATION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     Summary  of  Restatement  Issues  On  December  15,  2005,  the  Company
     concluded  that  it  was necessary to restate its financial results for the
     fiscal  year ended December 31, 2004 and for the interim periods ended June
     30, September 30, 2004, March 31, June 30 and September 30, 2005 to reflect
     additional  non-operating gains and losses related to the classification of
     and accounting for: (1) the conversion feature of the Company's convertible
     debentures  due  2006  issued  in June 2004 (the "2004 Debentures") and the
     Company's convertible debentures due 2007 issued in October 2005 (the "2005
     Debentures"),  the  warrants  to  purchase common stock associated with the
     2004  and  2005  Debentures,  the  amortization expense associated with the
     discount  recorded  with  respect  to  the  2004  and  2005  Debentures and
     financing  costs  incurred  in  connection  with  the  2004  Debentures.

     The  Company  had  previously  classified  the  value  of  these conversion
     features  and  warrants to purchase common stock as a Beneficial Conversion
     Feature.  After  further  review,  the  Company  has  determined that these
     instruments  should  have  been  recorded  as  derivative  liabilities  and
     therefore,  the  fair  value  of  each  instrument  must  be  recorded as a
     derivative  liability  on  the Company's balance sheet. Changes in the fair
     values of these instruments will result in adjustments to the amount of the
     recorded  derivative liabilities and the corresponding gain or loss will be
     recorded  in  the  Company's  statement  of  operations. At the date of the
     conversion of each respective instrument or portion thereof (or exercise of
     the  options  or  warrants  or  portion  thereof,  as the case may be), the
     corresponding  derivative  liability  will  be  reclassified  as  equity.


     The  accompanying  financial  statements  for  the  year ended December 31,
     2004  have  been restated to effect the changes described above. The impact
     of  the adjustments related to the classification of and accounting for the
     conversion  features  and warrants for the year ended December 31, 2004 are
     summarized  below:

                                      F-14
<PAGE>

<TABLE>
<CAPTION>

    Statement of Operations Impact
    ------------------------------
                                                             Year Ended
                                                           December 31, 2004
                                               --------------------------------------------
                                               As Previously     Adjustment     As Restated
                                                 Reported
                                               -------------    -----------     -----------
<S>                                                 <C>             <C>              <C>
    Membership Fee Revenue                     $     144,915    $         -     $   144,915
                                               -------------    -----------     -----------
         Total Revenue                               144,915                        144,915

    General and Administrative Expense             2,758,437              -       2,758,437
    License fee reimbursement  Expense                75,000              -          75,000
                                               -------------    -----------     -----------
         Net operating loss                       (2,688,522)             -      (2,688,522)
                                               -------------    -----------     -----------
    Other income (expense)
      Interest expense                              (273,268)      (273,250)(a)    (546,518)
          Gain on derivative liability                              149,404 (b)     149,404
                                               -------------    -----------     -----------

     Net loss                                  $  (2,961,790)   $  (123,846)    $(3,085,636)
                                               =============    ===========     ===========
     Weighted average shares outstanding         430,733,652              -     430,733,652
                                               =============    ===========     ===========
     Loss per share (basic and fully diluted)  $       (0.01)                   $     (0.01)

</TABLE>

     (a)  Amount related  to  effective  interest  of  2004  Debentures,
          amortization Of discount on note payable related to 2004 debentures
          and  reversal  of  $250,000  Beneficial  Conversion  feature

     (b)  Amount  related  to  gain on fair market value of derivative liability

      Balance Sheet Impact
      --------------------

     In  addition  to  the  effects  on  the  Company's  2004  statement  of
     operations  discussed  above,  the  restatement  impacted  the  Company's
     consolidated  balance  sheet  as  of December 31, 2004. The following table
     sets  forth  the  effects  of  the restatement adjustments on the Company's
     balance  sheet  as  of  December  31,  2004:

                                      F-15
<PAGE>

<TABLE>
<CAPTION>

                                                        As of
                                                  December 31, 2004

                                             As Previously
                                               Reported            Adjustment      As  Restated
                                             -------------         ----------      ------------
<S>                                               <C>                   <C>               <C>

Assets
Cash                                         $      15,373         $        -      $     15,373
Deferred membership fee expense                    200,000                  -           200,000
                                             -------------         ----------      ------------
   Total Current Assets                            215,373                  -           215,373

Property and equipment, net                         16,457                  -            16,457
Other assets                                        13,776                  -            13,776
                                             -------------        -----------     -------------
   Total Assets                              $     245,606                  -           245,606
                                             =============        ===========     =============

Liabilities and Stockholder's Equity
Current Liabilities
Accounts Payable                             $      52,546                  -     $      52,546
Accrued liabilities                                174,663                  -           174,663
Notes Payable to Prize Winners                     279,674                  -           279,674
Deferred membership fee revenue                    230,727                  -           230,727
Convertible Debenture                              213,000           (199,728)(a)        13,272
Derivative Liability                                     -            573,575 (b)       573,575
                                             -------------        -----------     -------------
   Total Current Liabilities                 $     950,610        $   373,847     $   1,324,457
                                             -------------        -----------     -------------
Stockholders' deficit
Preferred Stock                              $       1,000                  -     $       1,000
Common Stock                                       491,454                  -           491,454
Additional paid-in capital                      12,446,556           (250,000)(c)    12,196,556
Unissued common stock                               23,111                  -            23,111
Treasury stock, at cost                           (162,018)                 -           (162,018)
Accumulated deficit                            (13,505,107)          (123,847)       (13,628,954)
                                             -------------        -----------      -------------
   Total stockholders' deficit               $    (705,004)       $   373,847      $  (1,078,851)
                                             -------------        -----------      -------------
Total liabilities and stockholders' deficit  $     245,606                         $     245,606
                                             =============                         =============
</TABLE>


(a)  Amount related to discount on 2004  Convertible  debenture
(b)  Amount related to  derivative liability  for 2004 Convertible debenture and
     warrants
(c)  Amount relates  to reversal  of  2004  treatment of Beneficial conversion
     feature

                                      F-16
<PAGE>

<TABLE>
<CAPTION>

Statement of Cash Flow Impact
------------------------------
                                                                                    Year Ended
                                                                                 December 31, 2004
                                                                   --------------------------------------------
                                                                  As Previously     Adjustment      As Restated
                                                                     Reported
                                                                  -------------    -----------      -----------
<S>                                                                    <C>             <C>              <C>
   Cash flows from operating activities
 Net (loss)                                                       $  (2,961,790)   $  (123,846)     $(3,085,636)
 Adjustment to reconcile net (loss) to net
   cash used in operating activities
      Depreciation and amortization                                       4,247                           4,247
      Interest associated with creation of derivative liability               -        510,728          510,728
      Amortization of Discount on Convertible debenture                       -         12,522           12,522
      Gain on Derivative Liability                                            -       (149,404)        (149,404)
      Effect of beneficial conversion feature of
      Convertible debentures                                            250,000       (250,000)               -
      Exercise of stock options in lieu of compensation                  28,239                          28,239
      Issuance of stock options for services                             32,541                          32,541
      Common stock issued for services                                1,749,263                       1,749,263
      Deferral of membership fee expense                               (300,000)                       (300,000)
      Amortization of deferred membership fee expense                   100,000                         100,000
      Changes in operating assets & liabilities
     Other assets                                                       (11,901)                        (11,901)
     Deferred consulting expense                                              -                               -
     Accounts payable                                                   (14,628)                        (14,628)
     Accrued liabilities                                                303,635                         303,635
     Increase in bank overdraft                                               -                               -
                                                                  -------------                     -----------
      Net cash used in operating activities                            (820,394)                       (820,394)
                                                                  -------------                     -----------
</TABLE>

13.  SUBSEQUENT EVENT
     ----------------

     During  2006,  World  Golf  League  issued  594,663,669  shares  for  the
     conversion of the 2005 Convertible debentures in the amount of $314,224. In
     addition,  World  Golf  League issued 200,000,000 shares in connection with
     the  exercise  of  $156,184  worth  of  warrants.

     During  2006,  World  Golf  League  issued  107,306,389  shares  for  the
     conversion  of  the  2004  Convertible  debentures in the amount of $7,636.

                                      F-17
<PAGE>

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

     Effective February 22, 2006, the client-auditor relationship between us and
Pender Newkirk & Company, Certified Public Accountants ("Pender Newkirk") ceased
as  the former principal independent accountant was dismissed. On that same day,
we  engaged  Malone & Bailey, PC, Certified Public Accountants, Certified Public
Accountants  ("Malone")  as  our principal independent accountant for the fiscal
year  ending  December  31, 2005. The decision to change accountants from Pender
Newkirk  to  Malone  was  recommended  and approved by our Board of Directors on
February 22, 2006. Pender Newkirk had succeeded Ham, Langston & Brezina, L.L.P.,
Certified  Public  Accountants  ("HLB"),  who  had  served  as  our  principal
independent  accountant  until  June 8, 2005, when HLB resigned.  Pender Newkirk
succeeded  HLB  on  June  27,  2005.

     HLB's  report  on  our  financial  statements  for  the  fiscal years ended
December 31, 2003 and December 31, 2004, and any later interim period, including
the  interim  period to and including the date the relationship with HLB ceased,
did  not  contain  any  adverse  opinion  or  disclaimer  of opinion and was not
qualified  or  modified  as to uncertainty, audit scope or accounting principles
except  for  concerns  about  our ability to continue as a going concern. Pender
Newkirk's  report  on any interim period, including the interim period up to and
including  the date the relationship with Pender Newkirk ceased, did not contain
any  adverse  opinion or disclaimer of opinion and was not qualified or modified
as  to  uncertainty,  audit  scope or accounting principles, except for concerns
about  our  ability  to  continue  as  a  going  concern.

     In  connection  with the audits of our last two fiscal years ended December
31,  2004  and  2003,  and  any  later  interim  period,  there  have  been  no
disagreements with HLB or Pender Newkirk on any matters of accounting principles
or  practices,  financial  statement disclosure, or auditing scope or procedure,
which  disagreement(s),  if  not  resolved  to the satisfaction of HLB or Pender
Newkirk would have caused HLB or Pender Newkirk to make reference to the subject
matter  of  the disagreement(s) in connection with their report on our financial
statements.  There  have  been  no  reportable  events  as  defined  in  Item
304(a)(1)(iv)(B) of Regulation S-B during our two most recent fiscal years ended
December  31, 2004, and any later interim period, including the period up to and
including the date the relationship with HLB ceased, and including the period up
to and including the date our relationship with Pender Newkirk ceased.

                                       39
<PAGE>

     We have authorized HLB and Pender Newkirk to respond fully to any inquiries
of  Malone relating to their engagement as our principal independent accountant.
We  have  requested  that  HLB  and  Pender Newkirk review the disclosure of our
change in independent accountants which were filed with the SEC in a Form 8-K on
June 27, 2005, relating to the change from HLB to Pender Newkirk and on March 1,
2006,  relating  to  the  change from Pender Newkirk to Malone, and both HLB and
Pender  Newkirk  have  been  given  an  opportunity  to furnish us with a letter
addressed  to  the  SEC  containing  any  new  information, clarification of our
expression  of  their views, or the respect in which they did not agree with the
statements  made  by  us herein. Such letters were filed as Exhibits to our Form
8-K's  filed  with  the  SEC  on  June  27,  2005  and  March  1,  2006, and are
incorporated  herein  by  reference.

     We  had  not  previously  consulted  with  Malone  regarding either (i) the
application  of  accounting  principles  to  a  specified  transaction,  either
completed  or proposed; or (ii) the type of audit opinion that might be rendered
on  our  financial  statements;  or (iii) any matter that was either the subject
matter  of a disagreement (as defined in Item 304(a)(1)(iv)(A) of Regulation S-B
and  the  related  instructions)  between  us and Pender Newkirk and/or HLB, our
previous principal independent accountants, as there were no such disagreements,
or  an other reportable event (as defined in Item 304(a)(1)(iv)(B) of Regulation
S-B)  during  our  two most recent fiscal years ended December 31, 2004, neither
have  we  received  any written report nor any oral advice concluding that there
was  an  important factor to be considered by us in reaching a decision as to an
accounting, auditing, or financial reporting issue.

     Malone  had  reviewed  the disclosure in our Form 8-K filed with the SEC on
March  1, 2006, before it was filed with the SEC and was provided an opportunity
to furnish us with a letter addressed to the SEC containing any new information,
clarification  of  our expression of our views, or the respects in which it does
not  agree  with the statements made by us in response to Item 304 of Regulation
S-B.  Malone did not furnish such a letter to the SEC. Similarly, Pender Newkirk
reviewed  our  disclosure  in  our Form 8-K filed with the SEC on June 27, 2005,
regarding the change in accountants from HLB to Pender Newkirk, and was provided
an  opportunity  to furnish us with a letter addressed to the SEC containing any
new  information,  clarification of our expression of our views, or the respects
in  which  it  does not agree with the statements made by us in response to Item
304  of Regulation S-B. Pender Newkirk did not furnish such a letter to the SEC.

ITEM  8A.  CONTROLS  AND  PROCEDURES.

     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

                                       40
<PAGE>

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  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.

     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.

ITEM  8B.  OTHER  INFORMATION.

     On  March  29,  2006, we entered into a term sheet with DLC, which provided
for  DLC  to purchase $400,000 in convertible debentures from us and warrants to
purchase  700,000,0000  shares  of  our  common  stock at $0.004 per share.  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
lowest  volume  weighted  average prices during the twenty trading days prior to
the  conversion;  or  (iii) seventy percent (70%) of the volume weighted average

                                       41
<PAGE>

price  on the trading day prior to the conversion; or (iv) seventy percent (70%)
of the closed closing bid price to DLC's election to convert, which amount shall
never  be  lower than $0.001 per share.  Pursuant to the payment schedule of the
debenture,  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  Entertainment  contract,  described  in  greater  detail  above  under
"Description  of  Business";  we received $75,000 on April 7, 2006, which amount
was  subsequently  paid  to  a  production partner; we will receive $50,000 upon
filing  this  10-KSB;  $55,000  upon  the  filing of a Form SB-2 to register the
shares  convertible  into  common  stock  in  connection with the debenture; and
$200,000  upon  the  effectiveness  date of such Form SB-2.  The debenture shall
bear  interest  at  the  Wall  Street  Journal  Prime  Rate  plus 2% until paid.

     The  warrants shall be exercisable for shares of our common stock at $0.004
per  share,  and  shall  expire  three  years from their date of issuance.  As a
commitment fee in connection with the funding, we agreed to issue DLC 40,000,000
shares  of common stock with "piggy back" registration rights, which shares have
not  been  issued  to  date.

     Pursuant  to the term sheet, we agreed to enter into final documents within
fifteen  (15) business days from the date the term sheet was entered into, which
final  documents have not been entered into to date.  Additionally, we agreed to
register  the  shares  convertible  into  common  stock  in  connection with the
debenture  and  exercisable  into  shares of common stock in connection with the
warrants  on  a Form SB-2 Registration Statement, to be filed within thirty (30)
days  of  the  execution  date of final documents, and to have such Registration
Statement declared effective within one hundred and twenty days of the execution
date  of  final  documents.

                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

OFFICERS  AND  DIRECTORS

     Our  executive  officers and directors, and their ages and positions are as
follows:

NAME                   AGE     TITLE
----                   ---     -----
Michael S. Pagnano      55     President, Chief Executive Officer,
                               Chief Financial and Director

King Simmons            43     Director

BIOGRAPHICAL INFORMATION

MICHAEL  S.  PAGNANO  has served as our Chief Executive Officer, Chief Financial
Officer and Director since January 2003. Between December 1999 and January 2003,
Mr.  Pagnano  served  as  Chief  Executive  Officer  and  Director of World Golf
Florida.  From May 1986 to December 1999, Mr. Pagnano served as the President of
Competitive Strategies Corp. Mr. Pagnano received a Bachelors degree in Business
Administration  from  St.  Peters  College.

                                       42
<PAGE>

KING  SIMMONS  has  served as a Director of the Company since February 2003. Mr.
Simmons  has  served  as  General Manager for American Golf Corp since May 1995,
except  for  the  period  from  January  2004 to December 2004 when he served as
General  Manager  of Meadowbrook Golf Corp. Mr. Simmons is a former NFL football
player  and  a  member  of  the  P.G.A.,  the  NFL  Alumni,  and the NFL Players
Association. Mr. Simmons received a Bachelors degree from Texas Tech University.

Employment  Agreement  with  Michael  S.  Pagnano
-------------------------------------------------

     Effective  July  29,  2003,  Mr.  Pagnano  and  the  Company entered into a
three-year  employment  agreement  pursuant  to  which Mr. Pagnano serves as the
Chief  Executive  Officer  and  a  Director  of  the  Company.  The terms of the
employment  agreement  provide  that  Mr.  Pagnano  receive base compensation of
$15,000 per month for the first year, $16,500 per month for the second year, and
$18,150  per  month  for the third year in equal semi-monthly installments, four
(4)  weeks  of  paid  vacation,  and  $30,000  upon  execution of the employment
agreement  as  a  bonus to be used towards the purchase of a car. Mr. Pagnano is
also  entitled  to participate in any health insurance or other employee benefit
plan  which  the  Company  may  adopt and any incentive program or discretionary
bonus  program of the Company which may be implemented by the Company's board of
directors.  Mr.  Pagnano  may  renew  the  employment agreement by providing the
Company  with  written notice at least thirty (30) days, but not more than sixty
(60)  days, before the end of the three-year term. Mr. Pagnano may terminate his
employment  for "good reason" by giving the Company ten (10) days written notice
if:  (i)  he  is  assigned,  without  his  express  written  consent, any duties
materially  inconsistent with his positions, duties, responsibilities, or status
with  the  Company or a change in his reporting responsibilities or titles as in
effect  as  of  July  29,  2003;  (ii) his compensation is reduced; or (iii) the
Company  does  not  pay  any  material  amount  of  compensation  due  under the
employment  agreement  and  then  fails either to pay such amount within the ten
(10) day notice period required for termination or to contest in good faith such
notice. The Company may terminate the employment agreement without cause. In the
event  of  termination  for  good  reason by Mr. Pagnano or without cause by the
Company,  the  Company is obligated to pay Mr. Pagnano a severance payment equal
to  $45,000 if within the first year, $49,500 if within the second year, $54,450
if  within  the  third  year of employment in addition to all payments of salary
earned  by Mr. Pagnano through such date of termination in one lump sum payment.

     There  are  no  family  relationships  among  our  executive  officers  and
directors.

     The  Company  is  not aware of the occurrence during the last five years of
any  events  described in Item 401(d) (involvement in certain legal proceedings)
of  Regulation S-B under the Securities Act regarding our executive officers and
directors.

                                       43
<PAGE>

TERMS  OF  OFFICE

     Our directors are appointed for a one-year term to hold office or until the
next  annual general meeting of the holders of our common stock or until removed
from  office  in  accordance with our by-laws. Our officers are appointed by our
board  of  directors  and  hold  office  until  they are removed by our board of
directors.

AUDIT  COMMITTEE

     The  Company  does  not have a standing audit committee, an audit committee
financial  expert, or any committee or person performing a similar function. The
Company's  directors  are trying to raise additional capital before implementing
an  audit  committee.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16(a)  of  the  Exchange  Act,  as amended, requires the Company's
directors,  executive  officers  and persons who own more than 10% of a class of
the  Company's  equity securities which are registered under the Exchange Act to
file  with the Commission initial reports of ownership and reports of changes of
ownership  of such registered securities. Such executive officers, directors and
greater  than  10%  beneficial  owners  are required by Commission regulation to
furnish  the  Company  with  copies  of  all  Section  16(a) forms filed by such
reporting  persons.

     To  the Company's knowledge, based solely on a review of the copies of such
reports  furnished  to  the Company and on representations that no other reports
were  required,  no  person required to file such a report failed to file during
the  fiscal  year  covered by this report. Based on stockholder filings with the
Commission,  Michael  S.  Pagnano and King Simmons were subject to Section 16(a)
filing  requirements  during  the  fiscal  year  covered  by  this  report.

CODE  OF  ETHICS

     The  Company  has  adopted  a  code of ethics that applies to the Company's
principal  executive  officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. The Company will
provide  to  any  person  without  charge,  upon request, a copy of such code of
ethics.  Persons  wishing  to make such a request should do so in writing to the
Michael  S.  Pagnano,  Chief  Executive Officer, 2139 State Road 434, Suite 101,
Longwood,  Florida  32779.

ITEM  10.  EXECUTIVE  COMPENSATION.

     The following table sets forth information concerning the compensation paid
by  the  Company  to  its Chief Executive Officer for each of the Company's last
three  (3)  completed  fiscal  years.  The Company did not have any other "Named
Executive  Officers"  within the meaning of Item 402 of Regulation S-B under the
Securities  Act.

                                       44
<PAGE>

<TABLE>
<CAPTION>
                                                               Securities
                                                               Underlying
                                       Salary       Bonus     Options/SARs
Name & Principal Position     Year       ($)(1)      ($)          (#)
-------------------------     ----   -----------    -----     -------------
<S>                            <C>       <C>         <C>          <C>
Michael S. Pagnano            2005   $104,500      $50,000(2)
Chief Executive Officer,      2004   $198,612 (3)      -
President and Director        2003   $160,750 (4)      -      4,000,000 (4)
<FN>

(1)  Does  not  include  perquisites and other personal benefits in amounts less
than  10%  of  the  total  annual  salary  and  other  compensation.

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

(3)  Includes  an  automobile  allowance  of  $28,850  for  a 2003 5-Series BMW.

(4) In August 2003, we granted Michael S. Pagnano stock options to buy 4,000,000
shares  of  our common stock at an exercise price of $0.051 per share. In August
2003,  Mr.  Pagnano exercised 2,700,000 of these options in lieu of $80,942 owed
to  him  by  us  and compensation of $56,758 was recorded. In February 2004, Mr.
Pagnano exercised his option to acquire the remaining 1,300,000 shares of common
stock.  In lieu of cash, a payable to Mr. Pagnano of $38,061 was reduced to $-0-
and  the  remaining  $28,239  was  recorded  as  compensation  expense.
</TABLE>

     The  following  table sets forth information concerning option exercises by
our  Chief Executive Officer during the fiscal year ended December 31, 2005. The
Company  did not have any other "Named Executive Officers" within the meaning of
Item  402  of  Regulation  S-B  under  the  Securities  Act.


Directors' Compensation
-----------------------

     We currently do not have in effect a policy regarding compensation for
serving on our board of directors. However, we do reimburse our directors for
their reasonable expenses incurred in attending meetings of our board and our
non-employee directors are periodically granted shares or options to purchase
shares of our common stock.

                                       45
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

     The  following  table  sets  forth  information  as  of April 4, 2006, with
respect to the beneficial ownership of our common stock by (i) each director and
officer  of  the  Company,  (ii) all directors and officers as a group and (iii)
each  person  known  by the Company to own beneficially 5% or more of our common
stock:

<TABLE>
<CAPTION>
                                          COMMON STOCK
                                     BENEFICIALLY OWNED (1)
                                   ------------------------
NAME AND ADDRESS                      NUMBER       PERCENT
--------------------               --------------   -------
<S>                                     <C>            <C>
Michael S. Pagnano                 340,662,518 (2)   14.0%
2139 State Road, Suite 101,
Longwood, Florida 32779

King Simmons                           172,157           *
2139 State Road, Suite 101,
Longwood, Florida 32779

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

Executive Officers and Directors   340,834,675 (2)   14.0%
As a Group (2 people)
<FN>

*  Less than one percent.

(1) The number of shares of common stock owned are those "beneficially owned" as
determined  under  the  rules  of the Commission, including any shares of common
stock as to which a person has sole or shared voting or investment power and any
shares  of common stock which the person has the right to acquire within 60 days
through the exercise of any option, warrant or right. As of April 4, 2006, there
were  2,366,594,293  shares  of  common  stock  outstanding.

(2)  Includes  3,443,150  shares  of  common  stock held of record by Maryann R.
Pagnano,  the  wife  of  Michael  S.  Pagnano, our Chief Executive Officer and a
Director  and  1,000,000 shares of Series A Preferred Stock having 300 votes per
share.  Mr.  Pagnano  owns 100% of the issued and outstanding shares of Series A
Preferred  Stock.


     While  both  Golden  Gate  Investors,  Inc. and DLC Capital Group, LLC hold
convertible debentures and warrants which if exercised in full, depending on the
then  trading  price  of  the Company's common stock, may allow them to own more
than  5%  of  the  Company's  then outstanding common stock, those entities have
contractually agreed not to own more than 4.99% of our outstanding common stock,
and  while DLC may own 9.99% of our outstanding common stock contractually after
one  year  has elapsed from the date of our entry into the Convertible Debenture
with  DLC,  the  one  year anniversary of the DLC convertible debenture will not
occur  within  the  next  60  days.


</TABLE>

                                       46
<PAGE>

CHANGE IN CONTROL

     We are unaware of any arrangement or understanding that may, at a
subsequent date, result in a change of control of our Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We believe that all prior related party transactions have been entered into
upon  terms  no  less  favorable  to  us  than those that could be obtained from
unaffiliated  third  parties.  Our reasonable belief of fair value is based upon
proximate  similar  transactions  with  third  parties or attempts to obtain the
consideration  from third parties. All ongoing and future transactions with such
persons  will be approved by a majority of disinterested members of the Board of
Directors.

     In February 2004, Mr. Pagnano exercised the remainder of his option granted
under  the  2003 Stock Option Plan and acquired 1,300,000 shares of common stock
at  $0.051  per  share. In lieu of cash, a payable to Mr. Pagnano of $38,061 was
reduced  to $-0- and the remaining $28,239 was recorded as compensation expense.

     During  the  year ended December 31, 2004, Mr. Pagnano, our Chief Executive
Officer  was  paid $195,225 in consulting fees, for consulting services rendered
to  the  Company.  During the year ended December 31, 2004, Mr. Pagnano was paid
$33,000  to repay an advance which was made to the Company by Mr. Pagnano during
2004.

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

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

     During the year ended December 31, 2005, Mr. Pagnano, our Chief Executive
Officer, advanced $20,000 to the Company, which is non-interest bearing, and
payable on demand.

                                       47
<PAGE>

ITEM 13.  EXHIBITS

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

3.1(1)    Certificate  of  Incorporation

3.2(1)    Bylaws

3.3(1)    Certificate  of  Correction  of  Certificate  of  Incorporation

3.4(1)    Certificate  of  Amendment  of  Certificate  of  Incorporation

3.5(2)    Certificate  of  Amendment  of  Certificate  of  Incorporation

3.6(3)    Certificate  of  Amendment  of  Certificate  of  Incorporation

3.7(4)    Certificate  of  Designation  of  Series  A  Preferred  Stock

3.8(4)    Certificate  of  Amendment  of  Certificate  of  Incorporation

3.9(5)    Certificate  of  Amendment  of  Certificate  of  Incorporation

3.10(6)   Certificate  of  Amendment  to  the  Certificate  of  Incorporation,
          increasing  the  authorized  shares  of  common stock to 2,500,000,000
          shares, filed with the Delaware Secretary of State on November 2, 2005

3.11(7)   Amended Bylaws of The World Golf League, Inc.

4.1(8)    Securities  Purchase  Agreement  dated  June 2004 entered between the
          Company  and  Golden  Gate  Investors,  Inc.

4.2(8)    Convertible  Debenture  dated  June  2004  entered  between  the
          Company  and  Golden  Gate  Investors,  Inc.

4.3(8)    Warrant  to  Purchase  Common  Stock dated June 2004 issued to Golden
          Gate  Investors,  Inc.

4.4(8)    Registration Rights Agreement dated June 2004 entered between  Golden
          Gate  Investors,  Inc.  and  the  Company

4.5(6)    Securities Purchase Agreement dated October 13, 2005 entered
          between the Registrant and DLC Capital Group, LLC

4.6(6)    Convertible Debenture dated October 13, 2005 entered between the
          Registrant and DLC Capital Group, LLC

4.7(6)    Warrant to Purchase Common Stock dated October 13, 2005 issued to DLC
          Capital Group, LLC

4.8(6)    Registration Rights Agreement dated October 13, 2005 between the
          Registrant and DLC Capital Group, LLC

4.5(6)    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(8)   Consulting  Agreement with PHIBRI Holdings (Phil Esposito), dated as
          of  March  16,  2004

10.2(8)   Consulting  Agreement  with  Fred  Funk, dated as of April 26,  2004

                                       48
<PAGE>

10.3(9)   2004  Stock  Incentive  Plan

10.4(10)  Agreement with Paxson Productions, Inc.

10.5(10)  Personal Service Contract with John O'Hurley

10.6(11)  Executive Producer Agreement with North Star Visions, Inc., accepted
          as of March 7, 2005

10.6(12)  Consulting Services Agreement with Upwon LLC dated February 10, 2005

10.7(12)  Executive Employment Agreement with Michael S. Pagnano

10.8(12)  Consulting Services Agreement with Upwon LLC dated June 4, 2004

10.9(12)  Consulting Agreement with Donson Brooks for 90,000,000 shares
          effective April 11, 2005

10.10(12) Consulting Agreement with Donson Brooks for 20,000,000 shares
          effective April 11, 2005

10.11(13) Settlement and Release Agreement with Paxson Productions, Inc.

14.1(11)  Code  of  Ethics

16.1(14)  Letter from Pender Newkirk & Company dated February 27, 2006

16.1(15)  Letter from Ham, Langston & Brezina, L.L.P. dated June 27, 2005

21.1*     Subsidiaries  of  The  World  Golf  League,  Inc.

31*       Certification  by  Chief  Executive  Officer  and  Chief  Financial
          Officer  pursuant  to  15  U.S.C. Section 7241, as adopted pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002

32*       Certification  by  Chief  Executive  Officer  and  Chief  Financial
          Officer  pursuant  to  18  U.S.C. Section 1350, as adopted pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002

*  Filed  herein.

(1)  Filed  as Exhibits to the registration statement on Form 10 SB/12G filed on
April  26,  2002,  and  incorporated  herein  by  reference.

(2)  Filed  as Exhibit 3.1 to report on Form 8-K filed on February 12, 2003, and
incorporated  herein  by  reference.

(3)  Filed  as  Exhibit  3.1  to report on Form 8-K filed on March 21, 2003, and
incorporated  herein  by  reference.

                                       49
<PAGE>

(4)  Filed as Exhibits 3.1 and 3.2, respectively, to report on Form 8-K filed on
October  10,  2003,  and  incorporated  herein  by  reference.

(5)  Filed  as  Exhibit 3.1 to report on Form 8-K filed on February 3, 2005, and
incorporated  herein  by  reference.

(6)  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.

(7) File as an Exhibit to a Report on Form 8-K, filed with the Commission on
September 14, 2005, and incorporated herein by reference.

(8)  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.

(9)  Filed  as  Exhibit  4  to  the  registration statement on Form S-8 filed on
February  14,  2005,  and  incorporated  herein  by  reference.

(10) 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.

(11) Filed as an Exhibit to our Report on Form 10-KSB filed with the Commission
on April 26, and incorporated herein by reference.

(12)  Filed  as Exhibits to our Form 10-QSB, filed with the Commission on August
25,  2005,  and  incorporated  herein  by  reference.

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

(14)  Filed as an Exhibit to our Report on Form 8-K filed with the Commission on
March  1,  2006,  and  incorporated  herein  by  reference.

(15)  Filed as an Exhibit to our Report on Form 8-K filed with the Commission on
June  27,  2005,  and  incorporated  herein  by  reference.

     (b)  REPORTS  ON  FORM  8-K

The  Company  filed the following one report on Form 8-K during the last quarter
of  the  fiscal  period  covered  by  this  report:

     -    November  7,  2005,  to  report  that  the  Company  entered  into  a
          Securities  Purchase  Agreement with DLC Capital Group, LLC; to report
          the  results of the Company's 2005 annual meeting of shareholders; and
          to  report  that the Company filed a Certificate of Amendment to amend
          its  Certificate  of  Incorporation  to increase its authorized common
          stock to 2,500,000,000 shares of common stock.

                                       50
<PAGE>

The Company filed the following reports on Form 8-K subsequent to the last
quarter of the fiscal period covered by this report:

     -    January  9,  2006,  to  report  that  the  Company  entered  into  a
          Settlement  and  Release Agreement with Paxson Productions, Inc. d/b/a
          Paxson Entertainment;

     -    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 auditor
          was dismissed by the Company; and

     -    April  13,  2006,  to  report  that  the  Company  entered into a term
          sheet  with  DLC to sell $400,000 in convertible debentures; to report
          that  the  Company  determined  on  April 10, 2006, that the Company's
          financial  statements  for the quarters ended June 30, 2004, September
          30,  2004,  for the year ended December 31, 2004, and for the quarters
          ended  March 31, 2005, June 30, 2005 and September 30, 2005, needed to
          be  restated,  as its accounting of certain Convertible Debentures and
          Warrants was not correctly reported for those periods.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

AUDIT  FEES

     The audit and audit related fees billed for the fiscal years ended December
31,  2005  and  December  31,  2004,  for  professional services rendered by the
principal  accountant for the audit of the Company's annual financial statements
and  review  of  financial  statements  included in the Company's Form 10-QSB or
services  that  are  normally  provided  by  the  accountant  in connection with
statutory  and  regulatory  filings  or  engagements  for those fiscal years was
$69,577  and  $25,500,  respectively.

AUDIT-RELATED  FEES

     None.

TAX  FEES

     None.

ALL  OTHER  FEES

     None.

                                       51
<PAGE>

                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             THE  WORLD  GOLD  LEAGUE,  INC.

                                             By:  /s/ Michael  S.  Pagnano
                                                --------------------------
                                             Name:   Michael  S.  Pagnano
                                             Title:  Chief Executive Officer
                                                     and Director
                                             Date:  April 21,  2006


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

SIGNATURE                      TITLE                         DATE
---------                      -----                         ----

By: /s/ Michael S. Pagnano     Chief Executive Officer,      April 21, 2006
--------------------------     Chief Financial Officer,
Michael S. Pagnano             and Director


By: /s/ King Simmons           Director                      April 21, 2006
--------------------
King Simmons

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