WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A
                                Amendment No. 1

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                             COMMISSION FILE NUMBER
                                     0-49756

                           THE WORLD GOLF LEAGUE, INC.
            ---------------------------------------------------------
           (Exact name of the registrant as specified in its charter)

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


           258 East Altamonte Drive, Altamonte Springs, Florida 32701
           ----------------------------------------------------------
                    (Address of principal executive offices)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

SECURITIES REGISTERED PURSUANT SECTION 12(g) OF THE EXCHANGE ACT:

COMMON STOCK, PAR VALUE $0.001 PER SHARE

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of 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.

     Issuer's revenues for the fiscal year ended December 31, 2002: $0.

     As of April 15, 2003, 181,520,356 shares of Common Stock of

the issuer were  outstanding and the aggregate market value of the voting common
stock held by non-affiliates, was approximately $5,167,643.
                                                  ---------

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

         Documents incorporated by reference: NONE

<PAGE>

     Table of Contents

                                                                            Page

PART I                                                                         3
   Item 1.  DESCRIPTION OF BUSINESS                                            3
   Item 2.  DESCRIPTION OF PROPERTY                                            4
   Item 3.  LEGAL PROCEEDINGS                                                  4
   Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS4
PART II                                                                        5
   Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS           5
   Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION          5
   Item 7.  FINANCIAL STATEMENTS                                               5
   Item 8.  CHANGES IN, AND DISAGREEMENTS WITH, ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE                                           5
PART III                                                                       6
   Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT         6
   Item 10. EXECUTIVE COMPENSATION                                             6
   Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     7
   Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     7
   Item 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K                            7
   Item 14  CONTROLS AND PROCEDURES                                            8

<PAGE>

FORWARD-LOOKING STATEMENTS

Some of the statements  contained in this Report  discuss  future  expectations,
contain  projections  of results of operations  or financial  condition or state
other  "forward-looking"   information.   Those  statements  include  statements
regarding  the  intent,  belief or current  expectations  of the Company and its
management   team.   Prospective   investors   are   cautioned   that  any  such
forward-looking  statements are not guarantees of future performance and involve
risks and  uncertainties,  and that actual  results may differ  materially  from
those projected in the forward-looking statements. These risks and uncertainties
include but are not limited to, those risks and  uncertainties set forth in this
Report.  In light of the  significant  risks and  uncertainties  inherent in the
forward-looking  statements  included  in this  Report,  the  inclusion  of such
statements  should not be regarded as a representation by us or any other person
that our objectives and plans will be achieved.

                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

     Background

     The registrant was incorporated on September 29, 1998 in Delaware under the
name  Asia  Pacific  Trading,  Inc.  On May 11, 2000, Asia Pacific Trading, Inc.
merged  with  Novus  Laboratories,  Inc.,  a Nevada corporation. Pursuant to the
merger,  the  assets,  consisting  of  the  intellectual  property  rights  to
pharmaceutical  and cosmetic products of Novus Laboratories, were transferred to
Asia  Pacific  Trading  in consideration for 4,000,000 then shares of common
stock of Asia  Pacific  Trading.  Asia  Pacific  Trading  changed  its  name
to  Novus Laboratories  on  June  20,  2000.  The Nevada subsidiary was not
liquidated and became  a  wholly-owned  subsidiary  of  the  registrant.

     The  Nevada subsidiary was incorporated in Nevada in September 1999 and had
a  wholly-owned  Canadian  subsidiary,  Bella  Terra  Cosmetics,  Inc. which was
incorporated  in  the  Province of British Columbia, Canada in November 1999. In
July  2000,  the  Nevada subsidiary was abandoned and is no longer registered in
the State of Nevada. In addition, Bella Terra Cosmetics, Inc. has stopped filing
its  annual  reports  with the Province of British Columbia which resulted in it
being  deregistered  as  a  corporation.  As  a  result  of abandonment of these
subsidiaries  the  registrant  will  no  longer  prepare  consolidated financial
statements.

     The  intellectual  property  rights  to  the  pharmaceutical  and  cosmetic
products  were  abandoned  in  December 2000 and the 12,000,000 shares of common
stock  equivalent  to the 4,000,000 shares of common stock associated with these
rights  were  cancelled  in  July  2000.

     Recent  Events

     On  April  14, 2003, The World Golf League, Inc. ("World Golf Delaware"), a
Delaware  corporation  which  was formerly Novus Laboratories, Inc., acquired in
excess  of  80%  of  the issued and outstanding shares of The World Golf League,
Inc.,  a  Florida  corporation. In connection with this exchange, The World Golf
League  Delaware is issuing up to at total of 120,000,000 shares of common stock
in exchange for 100% of the securities of The World Golf League, Inc., a Florida
corporation  ("World  Golf  Florida").  The  World  Golf League Florida became a
wholly-owned  subsidiary  of  The World Golf League Delaware. Novus Laboratories
changed  its  name  to  The World Golf League and affected a 2.7:1 forward stock
split  prior  to  the  acquisition  of  The  World  Golf  League  Florida.

     In  connection  with  the  Share Exchange Agreement, the Novus shareholders
agreed to place 30,000,000 of their shares in escrow to be released upon capital
to  be  utilized  in World Golf's business of a minimum of $500,000, of which
$60,000 has  already  been  raised.  In the event a minimum of $500,000 is not
raised, the 3,000,000  shares  of  Company common stock shall be returned to the
Company for cancellation.  In  the  event  a  minimum  of  $1,000,000, which
includes the $500,000 mentioned  above,  the  World  Golf  Shareholders  shall
receive an aggregate of 30,000,000  shares  of  newly  issued restricted stock
to be distributed on a pro rata  basis.

     The  former  directors  and  officers  of  The  World  Golf League Delaware
resigned  and  the  directors and officers of The World Golf League Florida have
become  the  directors  and  officers  of  the Registrant. The new directors and
officers  are  as  follows:  Michael  S.  Pagnano-Chief  Executive  Officer  and
Director;  William  Page-Director;  and  King  Simmons-Director.

     Effective  March  21,  2003,  The  World  Golf League, Inc. affected a 10:1
forward  stock  split  and  changed  its  stock symbol to WGFL. In addition, the
Registrant  amended  its  Certificate  of Incorporation to authorize 310,000,000
shares,  consisting  of  300,000,000 shares of common stock, par value $.001 per
share,  and  10,000,000  shares  of  preferred stock, par value $.001 per share.

     Business

     World  Golf  is  a  three-year-old  Florida  corporation based in Altamonte
Springs,  Florida  which markets its "Play for Pay" concept directly and through
licensees  in  the  United  States  and  27 international venues. World Golf was
founded  in  1999 to capitalize on the largest participation sport in the world,
26.5  million  golfers  in  the United States and over 60 million worldwide. The
World  Golf  concept  (average  golfers playing for substantial prize money with
full  handicap)  has  received  tremendous national publicity including the Golf
Channel,  Sports Illustrated and several major market news publications. This is
testimony to the tremendous popularity of the World Golf concept. In three short
years  World  Golf  has  attracted  player  interest  from  all  over the world.
Participants  in  World  Golf  events  have included NFL Hall of Famers Lawrence
Taylor  and  Rickey  Jackson,  NHL Hall of Famer Phil Esposito and a host of pro
golfers  including  Fulton  Allem.

<PAGE>

     Description of Principal Products & Services

     World  Golf satisfies a need for the average golfer (which represents 99.7%
of  the  total  golf population) to compete in professional-like conditions with
the  excitement of prize money. During its market research, World Golf concluded
that given the opportunity to "play for pay," the vast majority of golfers would
participate.  Amateur  status  was  not  a  deciding  factor since most of these
players  would  never  play  in  an  USGA  or  R&A-sanctioned  event.

     The  golfers first compete in local one-day qualifying events, with $105 as
the  2003  membership  fee.  Twenty  five  percent  of  the field advance to the
regional  level  competition.  The  top  400  regional qualifiers move on to the
National  Final  tournament  in eight flights to potentially compete for over $1
million  dollars  (prize  money  is calculated as 20% of all dues received) in a
54-hole  tour-like  event.  World Golf will organize one national event for each
100,000  members.  World  Golf  also  plans  to  hold a World Championship Ryder
Cup-like  event  in  2004.

Competitive Business Conditions

     Currently  World  Golf  is  the only organization in the world offering its
concept  to  the  average golfer. There are many mini tours around the world for
scratch  golfers  who  play  for  prize  money.  Additionally, there are several
handicapped  events offered by mini tours where the player pays a large entrance
fee ($350+) and receives prize money for that event only. World Golf is the only
known  entity  to  provide  average  golfers  a  chance  to  "Play  for  Pay" in
professional  like  conditions  for  an  annual  membership  fee.

No  Dependence  on  one  or  a  few  Customers

     World  Golf  markets  to  26.5  million golfers in the United States and 30
million  additional  golfers  internationally.  This  is accomplished via direct
marketing  from World Golf corporate or several licensing agreements in place in
the  United  States  and  international  markets.  The  entire  worldwide  golf
population  is  a  potential customer for the World Golf product. Each golfer is
created  equally  due  to  the handicapping system employed by World Golf, which
makes our reliance on a certain segment of the golf population non-existent. For
example  the  USGA only sponsors events for golfers with a 6 handicap or better.
This  only  represents  2%  of  the  total  golf  population.

Patents,  Trademarks  &  Licenses

     World  Golf  has applied for and received a trademark for its logo. This TM
was  published  on July 22, 2002 in the US Patent & Trademark office. World Golf
has  granted  marketing licenses to approximately 15 United States markets and 8
international  markets.  World Golf plans to grant marketing licenses to a total
of  57 United States markets and 27 international markets. The WGL Inc. plans to
retain  in  house  marketing  rights  to  several  of  the key markets including
Florida,  California,  Texas,  Pennsylvania,  Michigan  and  New  York.

Need  for  Government  Approval

World  Golf  does  not  need  any  government  approval  to  market its concept.

Research  &  Development  over  past  two  years

     World  Golf has conducted extensive market research over the past two years
into  the  feasibility  of  its  concept.  This  research  was conducted in many
different  fashions.  It  included  trade  shows, Internet response measurement,
direct  mail,  telemarketing,  golf  industry  marketing  data  (National  Golf
Foundation)  and  30  second and 30-minute infomercial response measurement. The
cost  of  this  research  has  exceeded  approximately  $500,000.

Employees

     World  Golf  currently  employs  3  full  time  personnel and 23 licensees.
Additionally, World Golf uses several outsourced support services. This includes
advertising, graphics design and printing, member fulfillment, public relations,
web  development,  accounting  and legal. World Golf plans on adding several key
staff  members  in  2003.  This includes marketing, finance/administration, golf
operations,  licensee  support  and  customer  service.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     World  Golf  currently  occupies  2,500  square  foot  of  office  space in
Altamonte  Springs,  Florida.  This  space is class A and is on a month-to-month
lease.  The  cost  of  this space, all-inclusive is $3,200 per month. World Golf
also  has  an  option  for  1,500  square  foot  of additional space in the same
facility.  In  addition,  World  Golf  has signage rights on the building, which
includes  a  6' by 4' neon logo facing a main artery, which provides exposure to
86,000  vehicles  daily.

 ITEM  3.  LEGAL  PROCEEDINGS

     World Golf currently has one pending lawsuit filed in Seminole County Court
-  Sanford,  Florida.  This  proceeding  was  filed  on November 18, 2002 and is
between  the  Florida  Attorney  General  Office  (plaintiff) and The World Golf
League,  Inc.  (defendant).  The  complaint  alleges  misleading  and  deceptive
advertising  based  on  verified complaints from two players. The AG's office is
seeking  a  $10,000  penalty on each count ($20,000) total liability. World Golf
has  retained  counsel  and believes it is close to making a settlement with the
AG's office. It is the opinion of World Golf counsel that we did not violate the
Florida  Statutes  cited.

<PAGE>

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

         None.

                                    PART II.

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

     The  Company's  common  stock,  par  value  $0.001  per  share (the "Common
Stock"),  was  traded  on  the OTC Bulletin Board market under the symbol "NVSL"
until  such  time as February 12, 2003. On March 21, 2003, the closing bid price
of  the Common Stock was $.16 per share. The Common Stock is traded sporadically
and  no  established  liquid  trading  market  currently  exists  therefor.

     The stock did not trade during 2002.

Holders

     As of April 15, 2003, there were 84 shareholders of our Common Stock.

DIVIDEND POLICY

     The  Company has not paid any cash dividends on the Common Stock and has no
present  intention  to  declare or pay cash dividends on the Common Stock in the
foreseeable  future.  The  Company  intends  to retain any earnings which it may
realize  in  the  foreseeable  future  to  finance  its  operations.


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

Forward Looking Statements

     This  report  contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
our  plans,  objectives,  expectations  and  intentions. Although we believe the
statements and projections are based upon reasonable assumptions, actual results
may  differ  from  those  that  we  have  projected.

Overview

     The  Management's  Discussion  and Analysis is for Novus Laboratories, Inc.
for  the year ended December 31, 2002 and does not reflect the operations of The
World  Golf  League,  Inc.,  the  reverse merger transaction with The World Golf
League,  the  2.7:1  forward  stock split affected in February 2003, or the 10:1
forward  stock  split  affected  in  March  2003.

Comparison of Operating  Results For Year Ended  December 31, 2002 To Year Ended
December 31, 2001

     The Company's revenues were $0 for the year ended December 31, 2002 and $0
for the year ended December 31, 2001.

Gross profit  was $0 for the year ended December 31, 2002 and the year ended
December 31, 2001.

     Expenses  increased  by  $2,844 from $3,573 for the year ended December 31,
2001  to  $6,417  for the year ended December 31, 2002. The increase in expenses
was principally due to an increase of consulting and professional fees of $2,600
from  $3,450  for  the year ended December 31, 2001 to $6,050 for the year ended
December  31,  2002.

     Net  loss  increased  from  $3,573  for the year ended December 31, 2001 to
$6,417  for  the  year  ended  December  31,  2002.  The increase in net loss is
principally  due  to  the  increase  in  consulting  and  professional  fees.

     As of December 31, 2002, the Company's accumulated deficit was $64,918.

Liquidity and Capital Resources

     For  the  year  ended December 31, 2002, the Company has not generated cash
flow from its operations. Consequently, the Company's business activity has been
abandoned as expressed in Note 2 of the audited financial statements relating to
the  going  concern  paragraph.

<PAGE>

     As  of December 31, 2002, the Company had cash of $0, capital assets of $0,
and  a  working capital deficit of $10,950. As of December 31, 2002, the Company
had  no  outstanding  debt  other  than  accounts  payable.

     The  Company  completed  a  reverse  merger  transaction  subsequent to the
completion of the audited financial statements and is now operating as The World
Golf  League.

ITEM 7.  FINANCIAL STATEMENTS

     The audited financial statements, together with the independent accountants
report  thereon  of  Parker  &  Co.  Chartered  Accountants  appears  herein.

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

None.

                                    PART III.

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

     The following table sets forth information concerning each of the directors
and  executive  officers  of  the  Company:

Name                   Age     Position
------                 ---     --------

Michael S. Pagnano     52     Chief Executive Officer and Director
William Page           51       Director
King Simmons           41       Director

CURRENT OFFICERS AND DIRECTORS

     Michael  S. Pagnano has served as the Company's Chief Executive Officer and
Director  since the Company's incorporation on December 27, 1999. Prior thereto,
from  May  1986  through  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.

     William  Page  has  served as our Director since February 2003. Since 1999,
Mr.  Page  has  served  as  Chairman  and  Chief Executive Officer of Downstream
Environmental.  Since  1999,  Mr.  Page has also served as an angel investor and
advisory  board  member  to  a  variety of companies. From December 1985 through
December  1998,  Mr.  Page  served  in  various  capacities  for Compaq Computer
Corporation  which  include  the  following:  Vice  President,  Corporate
Planning-October  1995  through  December  1998;  Vice  President,  Worldwide
Operations  Planning-October  1993  through October 1995; and from December 1985
through  October  1993 as Director Business Planning, Director Japan Subsidiary,
Director  Laptop  New  Product  Development,  Director  Computer  Manufacturing
Operations,  and  Manager  Production  Control and Manufacturing Operations. Mr.
Page  received  a  Bachelors  degree  in  Business Administration from Texas A&M
University  and  performed executive studies at Harvard University in Lessons in
Leadership.

     King Simmons has served as our Director since February 2003. Mr. Simmons is
currently  the  World  Golf  League's  Georgia  licensee  and  has  10  years of
professional  golf  experience.  Mr.  Simmons  is  a PGA Apprentice. He has held
various  club  management  positions throughout the southeast. Since 2000, Mr.
Simmons  has  served  as  the  General Manager of Kings Mill and Alfred Tup golf
courses  in  Atlanta.

     There  are  no  arrangements or understandings pursuant to which any person
has  been  elected  as a director or executive officer of the Company. Directors
are  elected  annually by the stockholders and hold office until the next annual
meeting  of  stockholders  or  until their respective successors are elected and
qualified.  Executive  officers  are  elected by the Board of Directors and hold
office  until their respective successors are elected and qualified. There is no
family  relationship  among  any directors or executive officers of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of  the  Securities  Exchange Act of 1934, as amended, (the
"Exchange Act") requires the Company's executive officers, directors and persons
who  beneficially  own  greater  than 10% of a registered class of the Company's
equity  securities  to  file  certain  reports  ("Section  16 Reports") with the
Securities  and  Exchange  Commission  with  respect to ownership and changes in
ownership  of  the  Common Stock and other equity securities of the Company. The
Company believes that the Section  16(a)  requirements applicable to the
Company's officers, directors and greater  than  10%  beneficial  owners  have
been  complied  with for the year ended December 31, 2002.

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

     The  following  table summarizes all compensation awarded to, earned by, or
paid  to the President of the Company for services rendered in all capacities to
the  Company  for  each  of  the  Company's  last  three  fiscal  years.


<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE

                                             Annual                        Long-Term
                                          Compensation                Compensation Awards
                                --------------------------------   --------------------------
        Payouts
                                                       Other       Securities
Name and                                               Annual      Underlying       All Other
Principal                       Salary      Bonus   Compensation     Options       Compensation
Position                Year      ($)        ($)        ($)            (#)             ($)
- ---------             ----    ------      -----   ------------   ----------      ------------
<S>                                                                      <C>
James Markovitch
President, Secretary,
Treasurer and Director  2002       $0       - 0 -       N/A            N/A             N/A


</TABLE>

COMPENSATION OF DIRECTORS

     There is no arrangement for the cash compensation of directors.

EMPLOYMENT AGREEMENTS

     There are currently no employment agreements between the Company and any of
its  named  executive  officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth certain information as of April 14, 2003
with  respect to the number of shares of the Common Stock beneficially owned by:
(i)  each  person  known  to the Company to be the beneficial owner of more than
five percent of the Common Stock; (ii) each of the directors of the Company; and
(iii)  all  of  the  directors and executive officers of the Company as a group.
Except  as  otherwise  indicated,  each  such  stockholder  has  sole voting and
investment  power  with  respect  to  the  shares  beneficially  owned  by  such
stockholder.  A  person  is  deemed  to beneficially own a security if he has or
shares  the power to vote or dispose of the security or has the right to acquire
it  within  60 days. The stock ownership calculation assumes the cancellation of
81,000,000  shares  of  restricted  common  stock  which  are to be cancelled in
connection  with  the  Share  Exchange  Agreement  executed  between  Novus
Laboratories,  Inc. and The World Golf League, Inc. These shares are not treated
as  outstanding  for  purposes  of  this  Form  10-KSB.

<TABLE>
<CAPTION>


                                     AMOUNT AND NATURE
                                     OF BENEFICIAL         PERCENT OF
NAME AND ADDRESS                                           OWNERSHIP(1)       CLASS
<S>                                                                             <C>                                <C>  <C>
Michael S. Pagnano                       50,662,520(2)        27.9%          Common
William Page                              1,280,852            *             Common
King Simmons                              172,158              *             Common


All Executive Officers and Directors
As a group (3 person)                    52,115,530           28.7%          Common
<FN>

*    Less than one percent
(1)  Beneficial  ownership has been  determined in accordance with Rule 13d-3 of
     the  Securities  Exchange Act of 1934, as amended.  Generally, a person is
     deemed  to be the  beneficial  owner of a  security  if he has the right to
     acquire  voting  or  investment  power  within  60 days of the date of this
     Registration Statement.

Includes 3,443,151 shares held of record by Maryann R. Pagnano, the wife of
Michael S. Pagnano, our chief executive officer.
</TABLE>

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.


ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.

(a)(1)   Financial Statements:

     The following Financial  Statements of the Company are included in this
report.

     Report of Parker & Co., Chartered Accountants

     Auditors' Report

     Statement of Financial Position at December 31, 2002 and December 31, 2001

     Statement of Loss and Deficit  For The Years Ended December 31, 2002 and
December 31, 2001

     Statement of Loss Years Ended December 31, 2002 and December 31, 2001

     Statement of Cash Flows Years Ended December 31, 2002 and December 31, 2001

     Notes to Financial Statements

(a)(2)   Exhibits:

         The following exhibits are included in this report:

 Exhibit                                Description
--------------------------------------------------------------------------------

2.1  Exchange Agreement (incorporated by reference Company's Form 8-K filed with
     the  Securities  and  Exchange  Commission  on  February  20,  2003).

3.1  Certificate  of Incorporation of Certificate of Incorporation (incorporated
     by  reference  Company's  Form 10-SB filed with the Securities and Exchange
     Commission  on  April  26,  2002).

3.2  Certificate  of  Incorporation  of  the  Company (incorporated by reference
     Company's  Form  10-SB filed with the Securities and Exchange Commission on
     April  26,  2002).

3.3  Certificate  of  Amendment to Certificate of Incorporation (incorporated by
     reference  Company's  Form  10-SB  filed  with  the Securities and Exchange
     Commission  on  April  26,  2002).

3.4  Bylaws  (incorporated  by  reference  Company's  Form  10-SB filed with the
     Securities  and  Exchange  Commission  on  April  26,  2002).

3.5  Certificate  of  Amendment to Certificate of Incorporation (incorporated by
     reference  Company's  Form  8-K  filed  with  the  Securities  and Exchange
     Commission  on  February  12,  2003).

3.6  Certificate  of  Amendment to Certificate of Incorporation (incorporated by
     reference  Company's  Form  8-K  filed  with  the  Securities  and Exchange
     Commission  on  March  21,  2003).

99.1(*)  Certification  of  Principal  Executive  Officer  Pursuant to 18 U.S.C.
     Section  1350

* Included herein

<PAGE>

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

(b)  Reports on Form 8-K:

The Company did not file any reports on Form 8-K during the fourth quarter
ended December 31, 2002.

On  February 12, 2003, the Company filed a report on Form 8-K relating to a name
change  from Novus Laboratories, Inc. to The World Golf League, Inc. and changed
its stock symbol to WGLF. In addition, the Registrant amended its certificate of
incorporation  to  reflect a 2.7:1 forward stock split, and the authorization of
10,000,000  shares  of  preferred  stock.

On  February  20,  2003,  the  Company  filed a report on Form 8-K relating to a
change in control as a result of the acquisition of The World Golf League, Inc.,
a  Florida corporation, as well as the acquisition of assets as a result of such
acquisition.  The  Company announced a name change from Novus Laboratories, Inc.
to  The  World  Golf League, Inc. and the former directors and officers of Novus
Laboratories,  Inc.  resigned  and  the directors and officers of The World Golf
League,  Inc.  became  the  directors  and  officers  of  the  Registrant.

On  March  21,  2003,  the Company filed a report on Form 8-K relating to a 10:1
forward  stock  split.  In  addition,  the Registrant amended its Certificate of
Incorporation  to authorize 310,000,000 shares, consisting of 300,000,000 shares
of  common  stock, par value $.001 per share, and 10,000,000 shares of preferred
stock,  par  value  $.001  per  share.

Item 14.  Evaluation  of  Disclosure  Controls  and  Procedures

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Our principal
executive  officer,  after  evaluating  the  effectiveness  of  the  Company's
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of  1934  Rules  13a-14(c)  and 15-d-14(c)) as of a date (the "Evaluation Date")
within  90  days  before the filing date of this quarterly report, has concluded
that  as  of  the  Evaluation  Date, our disclosure controls and procedures were
adequate and designed to ensure that material information relating to us and our
consolidated  subsidiaries  would  be  made known to them by others within those
entities.

     (b)  Changes in  internal  controls.  There were  no  significant changes
in  our  internal  controls  or  to  our  knowledge, in other factors that could
significantly  affect  our  disclosure controls and procedures subsequent to the
Evaluation  Date.


     SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


THE WORLD GOLF LEAGUE, INC.

By:  /s/ Michael S. Pagnano
------------------------------
Michael S. Pagnano
CEO and a Director

April 23, 2003
     ----

     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

/s/ Michael S. Pagnano
-----------------------------
Michael S. Pagnano
CEO and Director                       Dated: April  23, 2003
                                                   ----
/s/ William Page
----------------
William Page
Director                               Dated: April 23, 2003
                                                  -----


/s/ King Simmons
----------------
King Simmons
Director                                  Dated: April 23, 2003



CERTIFICATIONS

I, Michael S. Pagnano, Principal Executive Officer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of The World Golf League,
     Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   I  am  responsible for establishing and maintaining disclosure controls and
     procedures  (as  defined  in  Exchange Act Rules 13a-14 and 15d-14) for the
     registrant  and  have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to me by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the  disclosure controls and procedures based on my
          evaluation  as  of  the  Evaluation  Date;

5.   I  have  disclosed, based on my most recent evaluation, to the registrant's
     auditors  and  the  audit  committee of registrant's board of directors (or
     persons  performing  the  equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   I  have  indicated  in  this  annual  report whether there were significant
     changes  in  internal controls or in other factors that could significantly
     affect  internal  controls  subsequent  to  the  date  of  my  most  recent
     evaluation,  including  any  corrective  actions with regard to significant
     deficiencies  and  material  weaknesses.

Date: April 23, 2003

/s/ Michael S. Pagnano
-----------------------------
Michael S. Pagnano,
Principal Executive Officer


<PAGE>

Financial Statements

NOVUS LABORATORIES, INC.
(FORMERLY ASIA PACIFIC TRADING, INC., SEE NOTE 1)
F I N A N C I A L  S T A T E M E N T S
FOR THE YEARS ENDED 31 DECEMBER 2002 AND 2001
AUDITED - SEE INDEPENDENT AUDITORS' REPORT






C O N T E N T S


                                              PAGE
                                              ----

INDEPENDENT AUDITORS'  REPORT                    1

STATEMENT OF FINANCIAL POSITION                  2

STATEMENT OF LOSS AND DEFICIT                    3

STATEMENT OF CASH FLOWS                          4

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY     5

NOTES TO THE FINANCIAL STATEMENTS              6 TO 8





P A R K E R  &  C O.
CHARTERED ACCOUNTANTS

200 - 2560 SIMPSON ROAD, RICHMOND, B.C.,  V6X 2P9     TELEPHONE: (604) 276-9920
-------------------------------------------------------------------------------
FACSIMILE: (604) 276-2415
-------------------------





I N D E P E N D E N T  A U D I T O R S'  R E P O R T


To the stockholders of Novus Laboratories, Inc. (Formerly Asia Pacific Trading,
Inc.):


We  have audited the statement of financial position of Novus Laboratories, Inc.
as  at  31 December 2002 and 2001; and the statements of loss and deficit and of
cash  flow  for  the years ended 31 December 2002 and 2001; and the statement of
changes  in  stockholders'  equity  from the date of incorporation, 29 September
1998, to 31 December 2002.  These financial statements are the responsibility of
the  company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audit.

We  conducted our audit in accordance with generally accepted auditing standards
in  the United States. Those standards require that we plan and perform an audit
to  obtain  reasonable  assurances  whether the 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 presentation.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the financial position of the company as at 31 December 2002 and 2001
and  the result of its operations and cash flows for the years ended 31 December
2002  and  2001  and  changes  in  stockholder's  equity  for the period from 29
September  1998  to  31  December  2002  in  accordance  with generally accepted
accounting  principles  in  the  United  States.

These  financial  statements  have  been prepared assuming that the company will
continue  as  a  going concern. As stated in Note 2 to the financial statements,
the  company  will  require  an  infusion  of  capital  to  sustain itself. This
requirement  for additional capital raises substantial doubt about the company's
ability  to continue as a going concern. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.


RICHMOND, BRITISH COLUMBIA, CANADA
31 JANUARY 2003


______________________________

PARKER & CO.
CHARTERED ACCOUNTANTS

<PAGE>

<TABLE>
<CAPTION>

NOVUS LABORATORIES, INC.
(FORMERLY ASIA PACIFIC TRADING, INC., SEE NOTE 1)
STATEMENT OF FINANCIAL POSITION
AUDITED - SEE INDEPENDENT AUDITORS' REPORT





AS AT 31 DECEMBER                                                2002              2001
                                                          -----------       -----------
<S>                                                         <C>             <C>
CURRENT ASSETS
Cash                                                               $0              $17
                                                          -----------       -----------
Total current assets                                                0               17
                                                          -----------       -----------

                                                          -----------       -----------
TOTAL ASSETS                                                       $0              $17
                                                          ===========       ===========




AS AT 31 DECEMBER                                                2002              2001
                                                          -----------       -----------

CURRENT LIABILITIES
Accounts payable                                             $ 10,950           $4,550
                                                          -----------       -----------
Total current liabilities                                      10,950            4,550
                                                          -----------       -----------
STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
Share capital, Note 3                                           6,000            6,000
Additional paid-in capital                                     47,968           47,968
Deficit                                                       (64,918)         (58,501)
                                                          -----------       -----------
Total stockholders' equity (deficiency in assets)             (10,950)          (4,533)
                                                          -----------       -----------

                                                          -----------       -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $0              $17
                                                          ===========       ===========



DIRECTOR'S APPROVAL:
                    --------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

NOVUS LABORATORIES, INC.
(FORMERLY ASIA PACIFIC TRADING, INC., SEE NOTE 1)
STATEMENT OF LOSS AND DEFICIT
AUDITED - SEE INDEPENDENT AUDITORS' REPORT





FOR THE YEARS ENDED 31 DECEMBER                                  2002              2001
                                                          -----------       -----------
<S>                                         <C>               <C>
REVENUE
Sales                                                              $0               $0
Interest earned                                                     -                -
                                                          -----------       -----------
Total revenue                                                       -                -
                                                          -----------       -----------
ABANDONED OPERATING EXPENSES, NOTE 1
Bank charges                                                       17              122
Consulting and professional fees                                6,050            3,450
Transfer agents fees                                              350                -
Write off of an amount due from a director                          -                1
                                                          -----------       -----------
Total abandoned operating expenses                              6,417            3,573
                                                          -----------       -----------

LOSS                                                           (6,417)          (3,573)

INCOME TAXES, NOTE 4                                                -                -
                                                          -----------       -----------
NET LOSS                                                      ($6,417)         ($3,573)
                                                          ===========       ===========

LOSS PER SHARE, NOTE 5                                         ($0.00)          ($0.00)
                                                          ===========       ===========

WEIGHTED AVERAGE NUMBER OF SHARES                           6,000,000        5,135,244
                                                          ===========       ===========

DEFICIT, BEGINNING
  As originally stated                                       ($58,501)        ($48,725)
  Write off of amount due from a director                           -           (6,203)
                                                          -----------       -----------
  Restated                                                    (58,501)         (54,928)
Net loss                                                       (6,417)          (3,573)
                                                          -----------       -----------
DEFICIT, ENDING                                              ($64,918)        ($58,501)
                                                          ===========       ===========
</TABLE>

<PAGE>

NOVUS LABORATORIES, INC.
(FORMERLY ASIA PACIFIC TRADING, INC., SEE NOTE 1)
STATEMENT OF CASH FLOW
AUDITED - SEE INDEPENDENT AUDITORS' REPORT




FOR THE YEARS ENDED 31 DECEMBER                           2002              2001
                                                 -------------     -------------

CASH PROVIDED (USED) FROM OPERATIONS

From operation
Net loss                                               ($6,417)         ($3,573)
Changes in working capital other than cash
  Accounts payable                                       6,400            3,450
                                                 -------------     -------------
Total changes in working capital other than cash         6,400            3,450
                                                 -------------     -------------
Total cash provided (used) from operations                 (17)            (123)
                                                 -------------     -------------

CASH PROVIDED (USED) BY INVESTMENT ACTIVITY                  -                -
                                                 -------------     -------------
Total cash provided (used) by investment activity            -                -
                                                 -------------     -------------

CASH PROVIDED (USED) BY FINANCING ACTIVITY
  Shares issued                                              -                -
  Additional paid in capital                                 -                -
                                                 -------------     -------------
Total cash provided by financing activities                  -                -
                                                 -------------     -------------

                                                 -------------     -------------
CASH CHANGE                                                (17)            (123)

CASH BEGINNING                                              17              140
                                                 -------------     -------------
CASH ENDING                                                 $0              $17
                                                 =============     =============

COMPRISED OF:
  Cash                                                      $0              $17
                                                 =============     =============



<TABLE>
<CAPTION>

<PAGE>

NOVUS LABORATORIES, INC.
(FORMERLY ASIA PACIFIC TRADING, INC., SEE NOTE 1)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCORPORATION, 29 SEPTEMBER 1998, TO 31 DECEMBER 2001
AUDITED - SEE INDEPENDENT AUDITORS' REPORT




                                               COMMON             COMMON           ADDITIONAL
                                                STOCK              STOCK             PAID IN
CONSIDERATION                                  ISSUED             AMOUNT             CAPITAL           (DEFICIT)        TOTAL
---------------                         ---------------    ---------------    ---------------    ---------------     --------------
<S>                                       <C>                <C>                <C>                <C>                <C>

Private placement for cash
Trading restrictions apply
Issued on 1 December 1998
Issue price was $0.005 per share              1,000,000            $ 1,000            $ 4,000                             $ 5,000

Net loss from 29 September 1998, date of
incorporate, to 31 December 1998                                                                         ($1,054)          (1,054)
                                        ---------------    ---------------    ---------------    ---------------     --------------
Balance 31 December 1998                      1,000,000              1,000              4,000             (1,054)           3,946

Private placement for cash
No trading restrictions
Issued on 6 April 1999
Issue price was $0.05                         1,000,000              1,000             49,000                              50,000

Net loss for the year ended 31 December 1999                                                             (12,336)         (12,336)
                                        ---------------    ---------------    ---------------    ---------------     --------------
Balance 31 December 1999                      2,000,000              2,000             53,000            (13,390)          41,610

Purchase of Novus Laboratories, Inc. of
Nevada
Trading restrictions apply
Issued on 11 May 2000                         4,000,000              4,000             (5,032)                             (1,032)

Stock split 3 for 1
Cancelled on 20 June 2000                    (6,000,000)            (6,000)             6,000                                   -
Reissued  on 20 June 2000                    18,000,000             18,000            (18,000)                                  -

Stock surrendered to treasury
Cancelled on 15 July 2000                   (12,000,000)           (12,000)            12,000                                   -

Net loss for the year ended 31 December                                                                  (41,538)         (41,538)
2000                                    ---------------    ---------------    ---------------    ---------------     --------------

Balance as at 31 December 2000                6,000,000              6,000             47,968            (54,928)            (960)

Net loss for the year ended 31 December                                                                   (3,573)          (3,573)
2001                                    ---------------    ---------------    ---------------    ---------------     --------------

Balance as at 31 December 2001                6,000,000              6,000             47,968            (58,501)          (4,533)

Net loss for the year ended 31 December                                                                   (6,417)          (6,417)
2002                                    ---------------    ---------------    ---------------    ---------------     --------------

Balance as at 31 December 2002              $ 6,000,000            $ 6,000           $ 47,968           ($64,918)        ($10,950)
                                        ===============    ===============    ===============    ================     =============

</TABLE>

<PAGE>

NOVUS LABORATORIES, INC.
(FORMERLY ASIA PACIFIC TRADING, INC., SEE NOTE 1)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED 31 DECEMBER 2002 AND 2001
  AUDITED - SEE INDEPENDENT AUDITORS' REPORT



NOTE 1            THE CORPORATION  AND ITS BUSINESS

Asia  Pacific  Trading,  Inc.  was incorporated in the State of Delaware, United
States  of  America  on  29 September 1998. On 11 May 2000 Asia Pacific Trading,
Inc.  merged  with  Novus Laboratories, Inc., a Nevada incorporated company. The
arrangements  called  for  the  assets,  consisting of the intellectual property
rights  to  pharmaceutical and cosmetic products, of Novus Laboratories, Inc. to
be  transferred  to  Asia  Pacific  Trading,  Inc. Following the transfer of the
assets  Novus  Laboratories, Inc. of Nevada was to be wound up and liquidated in
exchange  for 4,000,000 shares of the common stock of Asia Pacific Trading, Inc.
This  wind  up  and  liquidation  was not completed initially. In addition, Asia
Pacific  Trading, Inc. was to change its name to Novus Laboratories, Inc., which
it did on 20 June 2000. As a result, Novus Laboratories, Inc. of Nevada became a
subsidiary  of the Delaware parent company which has the same name as the Nevada
subsidiary  company. The 4,000,000 shares of common stock of the Delaware parent
company.

The  Nevada  subsidiary  company  was  incorporated  in the State of Nevada on 1
September 1999 and has a wholly owned Canadian subsidiary, Bella Terra Cosmetics
Inc.  which  was  incorporated  in the Province of British Columbia, Canada on 1
November  1999.  The 50 issued common shares of Bella Terra Cosmetics, Inc. were
held  in  trust  by  the president of the company for its Nevada parent company.

On 31 July 2000 Novus Laboratories, Inc., the Nevada incorporated subsidiary was
abandoned and is no longer registered as a corporation with the State of Nevada.
In  addition,  Bella  Terra  Cosmetic Ltd. has stopped filing its annual reports
with  the  Province  of  British Columbia which will result in the company being
deregistered  as  a  corporation.  As  result  of  the  abandonment  of  these
subsidiaries  the  company  will  no  longer  prepare  consolidated  financial
statements.

The  intellectual  property  rights  to the pharmaceutical and cosmetic products
which  were obtained in the merger between the Delaware and Nevada companies was
abandoned on 31 December 2000 and the 12,000,000 common shares equivalent to the
4,000,000  common  shares associated with these rights were cancelled on 15 July
2000  because  the  company  was  unable to obtain new financing to complete its
business plan. The company has not yet established itself as a going concern and
will  require  new  financing  before  any  new  operations  can  be  started.

The  company has offices in Vancouver, British Columbia, Canada. The fiscal year
end  of  the  company  is  31  December.


NOTE 2             SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

These  financial  statements  have  been  prepared  in  United States of America
dollars,  which have been rounded to the nearest whole dollar except for the net
loss  per  share which has been rounded to the nearest cent, using United States
of America Generally Accepted Accounting Principles. These accounting principles
are  applicable  to  a  going  concern,  which  contemplates the realization and
liquidation  of  liabilities  in the normal course of business. Current business
activity  have  been  abandoned  and  insufficient revenue has been generated to
sustain  the  company  as  a  going  concern  without the infusion of additional
capital.

<PAGE>

NOTE 2             SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)


Revenue  is  recorded  as  a  sale  at  the  time the goods are shipped from the
company's  warehouse. Costs are recorded at the time an obligation to pay occurs
and  are  expensed  at the time the benefit to the company is matched to revenue
or,  if  there  is  no  matching  revenue, to the period in which the benefit is
realized.


NOTE 3             SHARE CAPITAL

The  authorized  capital  stock  is 25,000,000 shares of common stock with a par
value  of  $0.001. In conjunction with a 3 for 1 stock split on 20 June 2000 the
authorized  capital  stock of 25,000,000 shares of common stock with a par value
of  $0.001  was  cancelled and reauthorized as 25,000,000 shares of common stock
with  a  par  value  of  $0.001.

6,000,000 shares of common stock have been issued as follows:


<TABLE>
<CAPTION>
                                                                                            ADDITIONAL
                                                                             SHARE           PAID IN
CONSIDERATION                             DATE            ISSUED            CAPITAL          CAPITAL            TOTAL
----------------------------------  ----------------  ---------------  ----------------  ----------------  ----------------
<S>                                 <C>               <C>              <C>               <C>               <C>
Private placement for cash
Trading restrictions apply           1 December 1998       1,000,000           $ 1,000           $ 4,000           $ 5,000

Private placement for cash
No trading restrictions
Issued price was $0.05              2 September 1999       1,000,000             1,000            49,000            50,000

Novus Laboratories, Inc. purchased
Trading restrictions apply               11 May 2000       4,000,000             4,000            (5,032)           (1,032)

Stock split 3 for 1
Cancelled                               20 June 2000      (6,000,000)           (6,000)            6,000
Reissued                                20 June 2000      18,000,000            18,000           (18,000)

Stock surrendered to treasury
Cancelled                               15 July 2000     (12,000,000)          (12,000)           12,000

                                                      --------------    --------------    --------------    --------------
Balance as at                       31 December 2002       6,000,000           $ 6,000          $ 47,968          $ 53,968
                                                      ==============    ==============    ===============   ==============
</TABLE>

<PAGE>

NOTE 3             SHARE CAPITAL (CONTINUED)

The  company  has  issued 6,000,000 common shares. 3,000,000 of these shares are
"control securities" which cannot be sold except pursuant to certain limitations
and  restrictions.

NOTE 4             INCOME TAXES

Income  taxes  on losses have not been reflected in these financial statement as
it  is  not  virtually  certain  that  these losses will be recovered before the
expiry period of the loss carry forwards. The losses by year of occurrence is as
follows:

          Year          Loss by
          Incurred          Year
          --------          ----

            1998          $1,054
            1999          12,336
            2000          41,538
            2001           3,573
            2002           6,417
                           -----
                         $64,918
                         =======

NOTE 5             LOSS PER SHARE

Basic  loss  per  share  is  computed  by  dividing the loss available to common
stockholders  by the weighted-average number of common shares during the period.
Diluted  loss  per  share is computed by dividing the loss after dilative common
stock  equivalents amounts have been converted to common stock. No stock options
were  available  or  granted during the period presented. Accordingly, basic and
diluted  loss  per  share  are  the  same  for  all  periods  presented.

NOTE 6              RELATED PARTY TRANSACTIONS

The  President  of  the  company  supplied  the  intelligent  rights  to  the
pharmaceutical and cosmetic products for 4,000,000 common shares in the company.
Upon  abandonment  of  these rights the equivalent 12,000,000 common shares were
surrendered  back  to  the company and subsequently cancelled. Subsequent to the
year  end  the  President resigned and he continues to market the pharmaceutical
and  cosmetic  products.

The company and its subsidiary neither owns nor leases any real property. Office
services are provided by the president of the company. Such costs are immaterial
to the financial statements and accordingly have not been reflected therein. The
officers and directors of the company are involved in other business activities,
and may, in the future become active in additional other business activities. If
a  specific  business  opportunity  becomes  available,  such persons may face a
conflict  in selecting between the company and their own business interests. The
company  has  not  formulated  a  policy  for  the resolution of such conflicts.

<PAGE>