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, 2004

[ ]     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 $144,915.

<PAGE>

The  aggregate  market value of the issuer's voting and non-voting common equity
held by non-affiliates computed by reference to the average bid and ask price of
such  common  equity  as  of  April  15,  2005,  was  approximately  $2,270,286.

At  April  25,  2005, there were 661,848,718 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                                            1
ITEM 2.     DESCRIPTION OF PROPERTY                                            6
ITEM 3.     LEGAL PROCEEDINGS                                                  7
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                8
ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS           8
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         11
ITEM 7.     FINANCIAL STATEMENTS                                              28
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE.                         29
ITEM 8A.    CONTROLS AND PROCEDURES.                                          29
ITEM 8B.    OTHER INFORMATION.                                                29
ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
              OF THE EXCHANGE ACT.                                            29
ITEM 10.    EXECUTIVE COMPENSATION.                                           32
ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                   33
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    34
ITEM 13.    EXHIBITS                                                          35
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.                           37
SIGNATURES                                                                    37

<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.

BUSINESS  DEVELOPMENT

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

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

     On  April  14,  2003,  we  acquired  in  excess  of  80%  of the issued and
outstanding shares of The World Golf League, Inc., a Florida corporation ("World
Golf  Florida").  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.

<PAGE>

     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,  2004,  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, 2004 of $279,674 is in default. We plan to repay the
notes  as  our  cash  flow  permits.

BUSINESS  OVERVIEW

     We  are  based  in Longwood, Florida, and market our "Play for Pay" through
wholesale  distribution  channels  in  the  U.S.  Our  concept,  average golfers
playing  for  substantial  prize money with full handicap, has received national
publicity  including  the  Golf  Channel,  Sports  Illustrated and several major
market  news  publications.  Participants in World Golf events have included NFL
Hall  of  Famers  Lawrence  Taylor  and  Rickey  Jackson, NHL Hall of Famer Phil
Esposito,  and  pro  golfer  Fulton  Allem.

     During  2004,  we  changed our business focus from distribution directly to
retail  customers  to  wholesale  distribution  of  WGL memberships to corporate
clients.  As  discussed below under the heading "Marketing and Distribution," we
entered  into  a contract with Upwon LLC, a marketing promotions firm in Orlando
that  specializes in the retail consumer electronics industry ("Upwon"), to give
away  brochures  containing  WGL  memberships  in  connection  with purchases of
certain consumer electronic brands at major national retail outlets, and to also
distribute  such  brochures  within  the  leisure  cruise  industry  and  the
professional  sports  industry. In addition, we are planning to produce "The WGL
Million Dollar Shootout," a reality-based television show where 20 to 32 players
will  participate  in  a  WGL-handicapped,  winner  takes  all  event.

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

DESCRIPTION  OF  PRINCIPAL  PRODUCTS  AND  SERVICES

     We  provide  the  average  golfer  with  an  opportunity  to  compete  in
professional-like  conditions  with  the  excitement of prize money.  During our
market  research, we 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  probably  never play in an event
sanctioned  by  organizations  such as the United States Golf Association or the
Royal  and  Ancient  Golf  Association.

     Qualifying  Golf  Tournaments
     -----------------------------

     We  sell  WGL memberships which entitle the members to participate in a WGL
qualifying golf tournament, at their own expense, with an opportunity to advance
to  a  WGL  national  tournament.  We  plan  to  set  up the first local one-day
qualifying  events  around the country from June through August 2005. We plan to
hold  one  (1)  qualifying  event  for  every fifty (50) members that we acquire
within any of the three geographic market in which WGL memberships are currently
being  distributed,  as  discussed  below  under  the  heading  "Marketing  and
Distribution." We plan to set up these qualifying events to be played at courses
owned by American Golf Corp., which owns approximately 408 golf courses, or Club
Corp.  of  America,  which  owns 260 golf courses. We do not have contracts with
either  company  for  use  of  their  facilities  on  a  long-term  basis.  Our
arrangements  for  these  facilities  will  be  based  on course availability in
addition  to the number of members that we acquire in a given geographic market.

     The  Club PGA Professional at each facility will run the event. Each player
entering  the  qualifying  tournament  will  be  responsible  for their expenses
including,  but  not  limited  to  greens  fees and cart fees which will be paid
directly to the facility, and travel, hotel and lodging if necessary. The lowest
scores  in the qualifying tournament will advance to a national golf tournament.
We  estimate  that  one (1) out of every ten (10) participants will advance to a
national  golf  tournament.

<PAGE>

     National  Golf  Tournaments
     ---------------------------

     We  plan  to  hold one (1) national golf tournament for every 1000 members.
The  national  golf  tournaments will be similar to the Final Tournament that we
held  in  February  2005.  We  plan  to hold the first national tournaments from
November  2005 through February 2006. Upwon's clients are responsible for paying
the prize money.  The  amounts  that  will be given away in prize money have not
been determined.

COMPETITION

     We  believe  that  currently  we  are  the  only  organization in the world
offering  our  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 or more) and receives prize money for that event only.  Upwon
distributes  brochures  containing  our memberships to corporate clients who, in
turn,  provide  the  brochures to their clients, customers or employees.  We are
the only entity that we know of to provide average golfers a chance to "Play for
Pay"  in  professional-like  conditions  in  this  manner.

MARKETING  AND  DISTRIBUTION

     WGL  memberships  are  currently  distributed in three (3) markets: the New
York  Metropolitan  Market,  consisting of New York, New Jersey, Connecticut and
greater  Philadelphia;  the Southeast Market, consisting of Georgia and Florida,
and  the  Southern  California Market, which includes Los Angeles and San Diego.
We employ a handicapping system under which each golfer has an equal chance.  As
a  result,  we  do not rely on a certain segment of the golf population which we
believe  broadens  our  potential  market.  Unlike  us,  the  United States Golf
Association,  for example, only sponsors events for golfers with a 6 handicap or
better  which  we  believe  only  represents  approximately 2% of the total golf
population.

     In  June  2004,  we  began  a  plan to sell our membership packages through
wholesale  distribution channels by contracting with a marketing promotions firm
to  distribute  the  memberships  at  different discounted price points based on
volume  to  corporations,  charities,  auto  dealerships  or  other  large
organizations.  In June 2004, we entered into a one-year contract with Upwon. We
and  Upwon  contracted  for  Upwon  to  give  away an aggregate of approximately
145,000  of  our  brochures  in  conjunction  with purchases of certain consumer
electronic brands at major national retail outlets. We and Upwon also contracted
for  Upwon to distribute 60,000 brochures within the leisure cruise industry and
40,000  brochures within the professional sports industry. The brochures contain
information about our business along with a WGL membership application. Our goal
is  for  Upwon  to distribute 500,000 brochures and for the recipients to redeem
WGL  memberships  constituting  30% of the brochures distributed. We receive $41
out  of  $50  (or a higher rate) that Upwon charges for the brochures. We do not
receive  a  payment  until  a  WGL  membership  is  entered  into.  We recognize
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
member's  participation  in  a  national  tournament which marks the end of each
membership  period.  We  recognize  the  related expense associated with Upwon's
services  over  the  one-year  term  of  our  contract  with  Upwon.

<PAGE>

     We  signed  Fred  Funk,  a  professional  golfer  and PGA Tour winner, to a
one-year  agreement  which  ends  in  April  2005. Mr. Funk provided endorsement
services  for  us  in  television  and  print  advertising.  We  are  currently
negotiating  additional  contracts  with  Mr.  Funk  for  him  to  serve  as  a
spokesperson  for, as well as a celebrity participant in, The WGL Million Dollar
Shootout.  During  2004,  we  also  signed  Phil Esposito, a former professional
hockey  player  and  NHL  Hall  of Famer, to a one-year agreement to serve as an
official  spokesperson  and to provide endorsement services for us in television
and  print  advertising.  Our contract with Mr. Esposito ended in April 2005 and
was  not  renewed.  In  addition,  Lee  Corso served as a spokesperson for us in
connection with an infomercial during 2004.

     During  2004, we began to repurchase license agreements that we had entered
into to market our "Play for Pay" concept.  We no longer distribute our products
and  services  in  this manner.  As of December 31, 2004, we had repurchased all
but  two  of  such  licenses.

REALITY  TELEVISION  EVENT

     We  completed the concept and planning phase for a reality based television
series entitled "The WGL Million Dollar Shootout."  We plan for 20 to 32 players
to  compete  for  $1,000,000  in a WGL handicapped, winner takes all, event.  We
plan  to  invite  participants for the 2005 series based on online registrations
that  we receive from our website.  Our plan for a 2006 series is to charge each
participant  $25 to play in a qualifying event with an opportunity to advance to
The WGL Million Dollar Shootout.  We granted Convergence Film & Television, Inc.
("Convergence")  the exclusive option to develop The WGL Million Dollar Shootout
for  six  (6)  months, commencing on August 6, 2004.  The option expired and was
not  been  renewed.  As discussed below, North Star Vision, Inc. ("North Star"),
who  currently  serves  as executive producer, is working with other individuals
and  companies  regarding  syndication, video production, content, sales, public
relations,  location organization, budgeting, talent and other areas required to
produce  the  television  series.  We  do  not  currently have a contract with a
network  to  broadcast  The  WGL  Million  Dollar  Shootout;  however,  we  are
negotiating  with  national  and  cable  networks to obtain such a contract with
allocated  time  slots.  There  can  be  no  assurance  that  we  will  secure a
definitive  agreement  with  any  network  to broadcast the television show.  We
intend  to  produce the first series over a two-week period in Las Vegas, Nevada
during  the  second  quarter of 2005; however, we estimate that we need to raise
$2,100,000  from  debt  or  equity  financing  or  from  sponsors to produce the
television  series,  to  pay  for  celebrity  participation and to pay the prize
money.  There  can  be no assurance that we will be able to raise the additional
capital.  We  have  not  determined  when the episodes will be broadcast as such
determination is subject to us obtaining  a network contract, of which there can
be  no assurance.  We intend to retain all rights for the series.  We have spent
approximately  $30,000  for  the  television  series.

<PAGE>

     Subsequent  Event
     -----------------

     On  March  7, 2005, we entered into an initial six (6) month agreement with
North  Star pursuant to which North Star will serve as the Executive Producer of
The  WGL  Million Dollar Shootout from March 2005 to August 2005. We expect this
period  to  bring  us  through  the  major  portion  of  the first season of the
television program. The agreement provides for North Star to receive $10,000 per
month  (or an aggregate of $60,000), 5% of which may be paid in equity ownership
of  the  Company. Pursuant to the agreement, we are responsible for pre-approved
expenses  incurred  for third party costs, travel, and entertainment. North Star
is  responsible for being aware of all facets or organization and needs required
to  complete  The  WGL Million Dollar Shootout, establishing a reasonable budget
for  pre-show,  show,  and  post-show costs incurred and working to maintain the
budget, developing a timeline necessary to produce a show of acceptable quality,
suggesting  content,  show  needs,  talent, sales objectives and team members to
handle  such  areas,  working  with hotel and golf course venues for production,
acting  as  agent  of  record  for  us  with  respect  to The WGL Million Dollar
Shootout, and working in other areas as they become available. We and North Star
may  enter  into  an  agreement  for  an additional six-month period to begin on
September  1,  2005.  In  February  of  2005,  we entered into a confidentiality
agreement  with  Roy Hamlin, the President and CEO of North Star, to protect our
proprietary  information.

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>

EMPLOYEES

     We currently have three employees, two of which are employed on a full-time
basis.  Additionally, we use several outsourced support services.  These include
advertising,  graphics  design,  printing, member fulfillment, public relations,
web-site  development,  accounting and legal.  We will add employees during 2005
as  may  be  necessary based on the growth of the wholesale distribution channel
and  the production of the reality-based television show.  None of our employees
are  covered  by  a  collective  bargaining  agreement.  We  believe  that  the
relationship  with  our  employees  is  satisfactory.

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  on  a one-year lease that expires November 30, 2005. We
have  an  option  to  renew the lease for an additional five years.   We believe
that  our  existing  facilities  are  adequate  for  our  current  use.

<PAGE>

ITEM 3.     LEGAL PROCEEDINGS

     In  August  2003,  Equity  Growth & Management ("Equity Growth") filed suit
against  us  in  Seminole  County  Court in Sanford, Florida.  Equity Growth was
seeking 24,000,000 shares in connection with a finder's fee from an introduction
of  a reverse merger.  In March 2004, Equity Growth and the Company entered into
a  settlement agreement resulting in the issuance of 24,000,000 shares of common
stock.  In  April  2004,  the  judge  approved  the settlement agreement and the
issuance  of  restricted  shares.  In  October  2003,  the Company issued Equity
Growth, of which Tom Waite is the beneficial owner, 24,000,000 restricted shares
of  its common stock in consideration for services provided in connection with a
reverse  merger  transaction.  The Company's transfer agent, however, issued the
shares  without a restrictive legend.  Equity Growth deposited the shares with a
broker  and  sold 7,000,000 shares of the Company's common stock into the public
market.  To remedy the situation, the transfer agent requested the return of the
shares  from  the  broker on the Company's behalf.  The Company has reissued the
17,000,000  shares  of  the  Company's common stock with a restrictive legend in
connection  with  these  matters.  The  Company  did  not pursue a claim against
Equity  Growth  or  the  transfer  agent.

     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, 2004 of $279,674 is in default. We
plan  to  repay  the  notes  as  our  cash  flow  permits.

     Subsequent  Event
     -----------------

     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.  We  have  engaged counsel in this action and we are
trying to have this suit dismissed due to lack of jurisdiction.

<PAGE>

     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,  2004.

                                     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>

2004                  HIGH BID   LOW BID
                      --------    ------
<S>                      <C>         <C>
First Quarter (1)        $0.29     $0.02
Second Quarter           $0.04     $0.01
Third Quarter            $0.02     $0.01
Fourth Quarter           $0.02     $0.01

2003                  HIGH BID   LOW BID
                      --------    ------
First Quarter            $2.85     $0.15
Second Quarter           $0.18     $0.02
Third Quarter            $0.09     $0.02
Fourth Quarter           $0.20     $0.02

<FN>

(1)  Reflects  a  2.7  to 1 forward stock split on February 12, 2003, and a 10:1
     forward  stock  split  on  March  21,  2003.

</TABLE>

As of April 25, 2005, the Company had 135 holders of record of the common stock.
The  number  of  holders  of  the  common  stock  includes  nominees  of various
depository  trust  accounts  for  an  undeterminable  number  of  individual
stockholders.

<PAGE>

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.

EQUITY  COMPENSATION  PLAN

                      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)          --                            --                              150,000,000

<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.

</TABLE>

<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     We  have  issued  the  following  securities without registration under the
Securities  Act  of  1933  (the "Act" or the "Securities Act") during the period
covered  by  this  report:

     In  January  2004,  we  issued an aggregate of 464,825 shares of our common
stock  to  two  former  shareholders  of World Golf Florida stock pursuant to an
Exchange  Agreement  executed  in  2003  whereby  World  Golf Florida became our
wholly-owned  subsidiary.  We  claim the exemption from registration afforded by
Rule  506  of  Regulation  D  under  the  Act.

     In  February  2004,  we  issued  an additional 433,837 shares of our common
stock  to  a  former  shareholder of World Golf Florida pursuant to the Exchange
Agreement  discussed above. We claim the exemption from registration afforded by
Rule  506  of  Regulation  D  under  the  Act.

     In  April  2004,  we  issued an aggregate of 1,666,665 shares of our common
stock to four individuals in a private placement for an aggregate of $20,000 (or
approximately  $0.015  per  share).  We  claim  the  exemption from registration
afforded  by  Rule  506  of  Regulation  D  under  the  Act.

     Also  in  April  2004,  we  issued 500,000 shares of our common stock to an
individual  in consideration for employment services. We claim an exemption from
registration  afforded  by  Section 4(2) of the Act since the foregoing issuance
did  not involve a public offering, the recipient 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.

     In  May  2004,  we  issued  999,999  shares  of  our  common stock to three
individuals in a private placement for an aggregate of $15,000 (or approximately
$0.015 per share). We claim the exemption from registration afforded by Rule 506
of  Regulation  D  under  the  Act.

     In June 2004, we issued 333,333 shares of our common stock to an individual
in a private placement for $5,000 (or $0.015 per share).  We claim the exemption
from  registration  afforded  by  Rule  506  of  Regulation  D  under  the  Act.

     In  June  2004,  we  issued  48,204  shares of our common stock to a former
shareholder  of  World Golf Florida pursuant to the Exchange Agreement discussed
above.  We  claim  the  exemption  from  registration  afforded  by  Rule 506 of
Regulation  D  under  the  Act.

     In  June  2004,  we  entered  into  a Securities Purchase Agreement with an
accredited  investor  for the sale of (i) $250,000 in convertible debentures and
(ii)  warrants  to  buy  2,500,000  shares of our common stock.  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 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 investor is
obligated  to  exercise  the  warrant concurrently  with  the  submission  of  a
conversion  notice  by  the  investor.  The  warrant  is  exercisable  into
2,500,000  shares  of  common  stock  at  an  exercise price of $1.00 per share.

<PAGE>

     In  July  2004,  we  issued  500,000  shares  and  4,500,000  shares (or an
aggregate  of  5,000,000  shares)  of  our  common  stock  to  two companies for
preparing  a  research  report  for  us. We claim an exemption from registration
afforded by Section 4(2) of the Act since the foregoing issuance did not involve
a  public  offering,  the  recipient  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.

     Also  in  July  2004,  we  issued  344,315  shares  of  common  stock to an
individual  who  was  a  former  shareholder of World Golf Florida and was never
issued  shares  in  connection  with  the Exchange Agreement discussed above. We
claim the exemption from registration afforded by Rule 506 of Regulation D under
the  Act.

REGISTERED  SECURITIES

     We  filed a registration statement on Form SB-2, as amended, Securities and
Exchange  Commission File Number 333-117682, which became effective on August 2,
2004.  We  will  not  receive  any  proceeds  from  the  sale  of the securities
registered.  We  registered  a  total  of  67,500,000  shares  of  common  stock
consisting  of 65,000,000 shares underlying convertible debentures and 2,500,000
shares  underlying  warrants.  On  December  10, 2004, we filed a post-effective
amendment  to  such  registration  statement  to  deregister 3,000,000 shares of
common  stock  issuable  upon  conversion  of  the  debentures.

REPURCHASES  AND CANCELLATIONS OF  OUR  COMMON  STOCK

     During 2004, the Company repurchased an aggregate of 2,239,906 shares of
its common stock for an aggregate amount of approximately $110,668.

     In  December  2004,  Michael  S.  Pagnano,  the  Company's  Chief Executive
Officer,  transferred  10,000,000  shares  of  common stock that he owned to the
Company  for  cancellation  in  exchange for nominal consideration.  Mr. Pagnano
transferred  the  shares  to  the  Company  to  be  used  for  conversion of the
convertible  debentures  and  exercise  of  the  warrants  held  by  Golden Gate
Investors.

SUBSEQUENT EVENTS

     We  filed a registration statement on Form SB-2, as amended, Securities and
Exchange  Commission  File Number 333-122513, which became effective on February
14,  2005.  We  will  not  receive  any proceeds from the sale of the securities
registered.  We  registered  an  additional  550,000,000  shares of common stock
underlying  the  convertible  debentures.

     On  February  14,  2005,  we  filed  a  registration statement on Form S-8,
Securities  and  Exchange  Commission  File  Number  333-122807,  to  register
150,000,000  shares  under our 2004 Stock Incentive Plan.  On February 18, 2005,
we  issued  an  aggregate  of  114,111,108  shares  covered by such registration
statement  to four (4) individuals in consideration for consulting  services. In
April  2005, we modified our arrangements with some of these individuals and, as
a result, we cancelled an aggregate of 77,535,376 of the shares.

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.

<PAGE>

OVERVIEW

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

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

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

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

     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.

<PAGE>

     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, 2004 of $279,674 is in default. We plan to repay the
notes  as  our  cash flow  permits and have been sued by one of the note holders
as set forth under "Item 3. Legal Proceedings."

     We  are  based  in Longwood, Florida, and market our "Play for Pay" through
wholesale  distribution  channels  in  the  U.S.  Our  concept,  average golfers
playing  for  substantial  prize money with full handicap, has received national
publicity  including  the  Golf  Channel,  Sports  Illustrated and several major
market  news  publications.  Participants in World Golf events have included NFL
Hall  of  Famers  Lawrence  Taylor  and  Rickey  Jackson, NHL Hall of Famer Phil
Esposito,  and  pro  golfer  Fulton  Allem.

     During  2004,  we  changed our business focus from distribution directly to
retail  customers  to  wholesale  distribution  of  WGL memberships to corporate
clients.  We  entered  into  a  contract  with  Upwon  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.  In  addition,  we  are  planning  to  produce "The WGL Million Dollar
Shootout,"  a  reality-based  television  show  where  20  to  32  players  will
participate  in  a  WGL-handicapped,  winner  takes  all  event.

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

     We  completed  the  concept  and  planning phase for The WGL Million Dollar
Shootout.  We  plan  for  20  to  32  players to compete for $1,000,000 in a WGL
handicapped,  winner  takes  all,  event. We plan to invite participants for the
2005  series based on online registrations that we receive from our website. Our
plan for a 2006 series is to charge each participant $25 to play in a qualifying
event  with  an  opportunity  to  advance to The WGL Million Dollar Shootout. We
granted  Convergence  the  exclusive  option  to  develop The WGL Million Dollar
Shootout  for  six  (6) months, commencing on August 6, 2004. The option expired
and  was  not  been  renewed. North Star currently serves as executive producer.
North  Star  is  working  with  other  individuals  and  companies  regarding
syndication,  video  production,  content,  sales,  public  relations,  location
organization,  budgeting,  talent  and  other  areas  required  to  produce  the
television  series.  We  do  not  currently  have  a  contract with a network to
broadcast  The  WGL  Million  Dollar  Shootout; however, we are negotiating with
national and cable networks to obtain such a contract with allocated time slots.
There  can  be  no assurance that we will secure a definitive agreement with any
network  to broadcast the television show. We intend to produce the first series
over  a  two-week period in Las Vegas, Nevada during the second quarter of 2005;
however,  we  estimate  that  we  need  to  raise $2,100,000 from debt or equity
financing  or  from  sponsors  to  produce  the  television  series,  to pay for
celebrity  participation  and  to pay the prize money. There can be no assurance
that  we  will  be able to raise the additional capital. We  have not determined
when  the  episodes  will  be  broadcast  as such determination is subject to us
obtaining  a network contract, of which there can be  no assurance. We intend to
retain all rights  for  the  series. We have spent approximately $30,000 for the
television series.

<PAGE>

     We  signed  Fred  Funk,  a  professional  golfer  and PGA Tour winner, to a
one-year  agreement  which  ends  in  April  2005. Mr. Funk provided endorsement
services  for  us  in  television  and  print  advertising.  We  are  currently
negotiating  additional  contracts  with  Mr.  Funk  for  him  to  serve  as  a
spokesperson  for, as well as a celebrity participant in, The WGL Million Dollar
Shootout.  Lee Corso served as a spokesperson for us in connection with an
infomercial during 2004.

     During  2004, we began to repurchase license agreements that we had entered
into  to market our "Play for Pay" concept. We no longer distribute our products
and services in this manner. As of December 31, 2004, we had repurchased all but
two  of  such  licenses.

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.

<PAGE>

     Prior  to  December 31, 2002, we entered into license agreements with third
parties  whereby  the licensee had the right to develop and manage our marketing
concept  in  an exclusive territory in the United States or internationally. The
license  agreements  generally  required  an  initial down payment and two equal
annual  installment  payments  for  the  initial license fee and monthly royalty
payments  of  15%  of gross revenue generated by the licensee. We recognized the
initial  license  fee  as  revenue  using  the  installment method of accounting
because  the  initial license fee was usually collectible over a two-year period
and  there  was  no  reasonable  basis  for  estimating  the  receivables'
collectibility. We did not recognize the initial license fee as revenue until we
performed  all  initial  services  as required by the license agreement. We have
repurchased all, but two, of these licenses. We currently market our memberships
directly  through  wholesale  providers.

     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".

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.

<PAGE>

RESULTS  OF  OPERATION

Fiscal Year Ended December 31, 2004 Compared To Fiscal Year Ended December 31,
------------------------------------------------------------------------------
2003
----

     We  recognized  membership  fee revenue of $144,915 and $203 for the fiscal
years  ended  December  31,  2004  and  December 31 2003, respectively.  We were
focused  on  restructuring  in  2003,  and generated a limited amount of revenue
during  such  period.  We did not receive any license fee revenue for the fiscal
year  ended December 31, 2004, as compared to license fee revenue of $10,000 for
the fiscal year ended December 31, 2003.  The decrease in license fee revenue is
due to our repurchase of all, but two of the licenses.  Historically, we entered
into license agreements with third parties whereby the licensee had the right to
develop  and  manage  our  marketing concept in an exclusive territory.  In June
2004,  we  began  a  plan  to  sell  our  membership  packages through wholesale
distribution  channels  which  we  will  continue  to  do  during  2005.

     Operating, general and administrative expense decreased $1,637,553 (or 37%)
to  $2,758,437  for  the  fiscal  year  ended  December  31,  2004,  compared to
operating,  general and administrative expense of $4,395,990 for the fiscal year
ended December 31, 2003. The decrease in general and administrative expenses was
primarily  due  to  the  increased efficiency of operations and less reliance on
independent  contractors.  Cost  of  recapitalization was $0 for the fiscal year
ended  December  31,  2004, compared to cost of recapitalization of $769,980 for
the  fiscal year ended December 31, 2003.  The cost of recapitalization for 2003
was  a  result of our entering into a Share Exchange Agreement pursuant to which
World  Golf  Florida  became  our wholly-owned subsidiary.  We did not undergo a
similar  type  of  transaction  during  2004.  License fee reimbursement expense
decreased  504,048  (or  87%)  to $75,000 for the fiscal year ended December 31,
2004,  compared  to license fee reimbursement expense of $579,048 for the fiscal
year  ended  December  31,  2003.   We repurchased most of the licenses in 2003.
The decrease in license fee reimbursement expense was directly attributable to a
decrease  in the number of licenses that we repurchased in 2004.  As of December
31,  2004,  we  still owed approximately $30,000 to two former licensees for the
repurchase  of  their  licenses.

     Net  operating  loss  decreased  $3,046,293  (or 53%) to $2,688,522 for the
fiscal  year  ended  December  31,  2004,  compared  to  net  operating  loss of
$5,734,815  for  the  fiscal  year  ended December 31, 2003. The decrease in net
operating  loss  was  primarily  due  to  the decrease in operating, general and
administrative  expense,  the  decrease  in  cost  of  recapitalization  and the
decrease  in  license  fee  reimbursement  expense.

     Interest  expense was $273,268 for the fiscal year ended December 31, 2004,
compared  to  interest  expense of $6,606 for the fiscal year ended December 31,
2003.  The  increase  in interest expense was due to our issuance of $250,000 of
convertible notes that bear interest at a rate of 7% per annum. We also recorded
the  effect  of  the  beneficial  conversion,  which was limited to $250,000, in
interest  expenses  for  2004.

     Net  loss  decreased  $2,779,631 (or 48%) to $2,961,790 (or basic and fully
diluted  loss  per  share of $0.01) for the fiscal year ended December 31, 2004,
compared to net loss of $5,741,421 (or basic and fully diluted loss per share of
$0.02)  for the fiscal year ended December 31, 2003. The decrease in net loss is
directly  attributable  to  the  decrease  in  net  operating  loss.

<PAGE>

     We  had  an  accumulated  deficit  of  $13,505,107 as of December 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

     As  of  December 31, 2004, total current assets were $215,373 consisting of
cash  and  cash  equivalents  of  $15,373 and deferred membership fee expense of
$200,000.  We  determined  that  the  value of the services that we will receive
from  Upwon  is  $300,000  based on the closing price of our common stock on the
date  that  we  entered  into  the agreement with Upwon.  We are amortizing this
amount  over the one-year term of our agreement with Upwon.  Deferred membership
fee  expense  represents the unamortized portion of the value of these services.

     Total current liabilities were $950,610 as of December 31, 2004, consisting
of  notes  payable to prize winners of $279,674, deferred membership fee revenue
of $230,727, convertible debenture of $213,000, accrued liabilities of $174,663,
and  accounts  payable  of  $52,546.  The  notes  payable to prize winners is in
default  and  a person filed a lawsuit against us in February 2005 alleging that
they  are one of the prize winners holding such a note in the amount of $22,500.

     We  had  negative net working capital of $735,237 for the fiscal year ended
December  31,  2004.

     Net  cash  used in operating activities was $820,394 during the fiscal year
ended  December  31,  2004,  which  was  primarily  attributable  to net loss of
$2,961,790 and an adjustment for deferral of membership fee expenses of $300,000
that  were  offset  by  an  adjustment  for  common stock issued for services of
$1,749,263,  an increase in accrued liabilities of $303,635, and adjustments for
the  effect  of  beneficial  conversion  feature  of  convertible  debentures of
$250,000  and  amortization  of  deferred  membership  fee  expense of $100,000.

     Net  cash  used  in  investing activities was $1,030 during the fiscal year
ended  December  31,  2004,  which  was  attributable  to  capital expenditures.

     Net  cash  provided  by financing activities was $766,840 during the fiscal
year  ended  December  31,  2004,  consisting of proceeds from stock warrants of
$370,000,  proceeds  from  issuance  of convertible debentures of $250,000, cash
contributed  by  stockholders  of  $110,000, proceeds from the exercise of stock
options  of $80,000, proceeds from issuance of payable to stockholder of $47,312
and  proceeds from issuance of common stock of $40,000, which were offset by the
purchase  of  treasury  stock  of $67,895, payments on payable to stockholder of
$42,251  and  payments  on  notes  payable  to  prize  winners  of  $20,326.

     We had a decrease in cash and cash equivalents of $54,584 during the fiscal
year  ended  December  31,  2004.

<PAGE>

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

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

     To  obtain funding for our ongoing operations, we entered into a Securities
Purchase  Agreement  with an accredited investor on June 4, 2004 for the sale of
(i) $250,000 in convertible debentures and (ii) warrants to buy 2,500,000 shares
of  our  common  stock.  Pursuant  to  a  registration  statement  on  Form SB-2
(333-117682)  declared  effective  with the 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 a
registration statement on Form SB-2 (333-122513), as amended, declared effective
with  the  SEC  on  February  14,  2005, we registered an additional 550,000,000
shares  of  common  stock  underlying  the  convertible  debentures.

     The  debentures  bear  interest  at  7%,  mature two years from the date of
issuance,  and  are  convertible  into  our  common  stock,  at  the  selling
stockholder's option. The convertible debentures are convertible into the number
of  our  shares  of common stock equal to the principal amount of the debentures
being  converted  multiplied  by  11,  less  the product of the conversion price
multiplied by ten times the dollar amount of the debenture. The conversion price
for  the convertible debenture is the lesser of (i) $0.25 or (ii) 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.

     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, 2004,
we  had  issued 58,345,272 shares of our common stock upon conversion of $37,000
of  the  convertible  debentures  and  the  simultaneous exercise of warrants to
purchase  shares  of  common  stock  for  $370,000.

<PAGE>

     We  believe  that  we can operate at our current level of liquidity for the
next  six  (6)  months  based on our current liquidity. In addition to the money
raised  pursuant  to the Securities Purchase Agreement, it is imperative that we
raise  an additional $2,100,000 of capital in order to produce the reality-based
television  show  and  fully  implement  our business plan. We are attempting to
raise  additional  funds  through debt and/or equity offerings. We intend to use
any  funds raised to pay down debt and to provide us with working capital. There
can  be  no  assurance  that  any  new  capital would be available to us or that
adequate funds for our operations, whether from our revenues, financial markets,
or  other arrangements will be available when needed or on terms satisfactory to
us.  Any  additional  financing  may  involve  dilution  to  our  then-existing
shareholders.  At  this  time,  no  additional  financing  has  been  secured or
identified.  We  have  no  commitments from officers, directors or affiliates to
provide  funding.  If  we are unable to obtain debt and/or equity financing upon
terms that we deem sufficiently favorable, or at all, it would have a materially
adverse impact upon our ability to pursue our business strategy and maintain our
current  operations.  As  a result, it may require us to delay, curtail or scale
back  some or all of our operations including future golf tournaments. We do not
currently  have  commitments  for  capital  at  this  time.

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  $2,961,790  for the year ended December 31, 2004
compared  to  a  net  loss  of $5,741,421 for the fiscal year ended December 31,
2003.  If revenues grow more slowly than we anticipate, or if operating expenses
exceed  our  expectations or cannot be adjusted accordingly, we will continue to
incur  losses. Our possible success is dependent upon the successful development
and  marketing  of our services and products, as to which there is no assurance.
Any  future success that we might enjoy will depend upon many factors, including
factors  out  of  our  control  or which cannot be predicted at this time. These
factors may include changes in or increased levels of competition, including the
entry  of  additional competitors and increased success by existing competitors,
changes  in general economic conditions, increases in operating costs, including
costs  of  supplies,  personnel  and  equipment,  reduced  margins  caused  by
competitive  pressures and other factors. These conditions may have a materially
adverse  effect  upon  us  or  may  force us to reduce or curtail operations. As
discussed  below,  we  also require additional capital in order to implement our
business  plan  without  regard  to  our  financing arrangement with Golden Gate
Investors.  In  the  event  that  we  cannot  obtain additional financing or our
financing  arrangement  with  Golden  Gate  Investors is terminated, or does not
result  in  adequate  capital,  there can be no assurance that financing will be
available  in  amounts or on terms acceptable to us, if at all. The inability to
obtain  sufficient funds from operations or external sources would require us to
curtail  or  cease  operations.

<PAGE>

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

     It  is  imperative that we raise additional capital to stay in business. We
require  additional capital of approximately $279,674 to satisfy the obligations
of our past tournament winners which obligation became due in September 2004. We
also require $2,100,000 of additional capital in order to implement our business
plan.  Without  this  additional  capital,  the  Company believes that it cannot
operate  at  its  current  level  of liquidity for more than 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 OR SPONSORSHIP FOR THE WGL
MILLION DOLLAR  SHOOTOUT.

     We  intend  to  produce  The  WGL  Million  Dollar  Shootout, reality-based
television  show,  during  the  second quarter of 2005. We do not have any prior
experience producing television shows and this is a new and speculative business
venture  for  us. We have not obtained a network contract to broadcast the show.
In addition, we estimate that it will cost us $2,100,000 to produce the show, to
pay for celebrity participation, and to pay the prize money. We have not secured
any  sponsorship for the show. Our lack of experience producing television shows
could  prevent  us  from  being  successful in this new business venture. 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.

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 $279,674 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.  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.

<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 14, 2005, our independent auditors stated that
our  financial  statements  for  the  year ended December 31, 2004 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,
2004.  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.

<PAGE>

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

     We  have  contracted  with  Upwon  to  distribute brochures that include an
application to obtain a World Golf membership for $50. Upwon will distribute the
brochures  to  people  in  the consumer electronics industry, the leisure cruise
industry,  and the professional sports industry. World Gold will receive $50 for
every membership that is entered into. The wholesale distribution channel is the
only manner in which we currently sell World Golf memberships. If the people who
receive  our  brochure do not obtain World Golf memberships, we will not realize
revenue  from  the  wholesale  distribution  channel, which will have a material
adverse  effect  on  our business, results of operation and financial condition.

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

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

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

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

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

<PAGE>

     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.

     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.

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.

<PAGE>

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

WE  DO  NOT  EXPECT  TO  PAY  DIVIDENDS  FOR  THE  FORESEEABLE  FUTURE

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

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 25, 2005, we had 661,848,718 shares of common stock issued and
outstanding.  We  have  registered  the  resale  of 612,000,000 shares of common
stock  for  issuance  under  convertible  debentures and the resale of 2,500,000
shares  of common stock issuable upon exercise of warrants.  However, the number
of  shares  of  common  stock  issuable  upon  conversion  of  the  outstanding
convertible  debentures  may increase if the market price of our stock declines.
As  of  December  31,  2004, we had issued 58,345,272 shares of our common stock
upon  conversion  of  $37,000 of the convertible debentures and the simultaneous
exercise  of  warrants  to purchase shares of common stock for $370,000.  All of
the  shares,  including  all  of  the  shares  issuable  upon  conversion of the
debentures  and  upon exercise of our warrants, may be sold without restriction.
The  sale  of  these  shares may adversely affect the market price of our common
stock.

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

<PAGE>

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

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

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

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

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

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  registered  62,000,000 shares and an
additional  550,000,000  shares (or an aggregate of 612,000,000 shares) to cover
the  conversion of the convertible debentures. In the event that our stock price
decreases,  the  shares  of common stock we have allocated for conversion of the
convertible  debentures may not be adequate. If the shares we have allocated are
not  adequate  and we are required to file an additional registration statement,
we  may incur substantial costs in connection with the preparation and filing of
such  registration  statement.

<PAGE>

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

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

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.

<PAGE>

ITEM 7.     FINANCIAL STATEMENTS

                           THE WORLD GOLF LEAGUE, INC.
                                  ------------


                        CONSOLIDATED FINANCIAL STATEMENTS
          WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
                                TABLE OF CONTENTS
                                   ------------

                                                                 PAGE(S)
                                                                 -------

Report of Independent Registered Public Accounting Firm                1

Consolidated Financial Statements:

  Consolidated Balance Sheet as of December 31, 2004                   2

  Consolidated Statement of Operations for the years ended
    December 31, 2004 and 2003                                         3

  Consolidated Statement of Cash Flows for the years ended
    December 31, 2004 and 2003                                         4

  Consolidated Statement of Stockholders' Deficit for the
    years ended December 31, 2004 and 2003                             5

Notes to Consolidated Financial Statements                             6

<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 years ended December 31,  2004 and 2003.  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, 2004, and the results of its operations and its
cash flows for the  years  ended  December  31, 2004 and 2003 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

                                       -1-
<PAGE>

<TABLE>
<CAPTION>

                           THE WORLD GOLF LEAGUE, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004
                                   -----------

     ASSETS
     ------
<S>                                                                 <C>
Current assets:
  Cash and cash equivalents                                    $     15,373
  Deferred membership fee expense                                   200,000
                                                               -------------

    Total current assets                                            215,373

Property and equipment, net                                          16,457
Other assets                                                         13,776
                                                               -------------

      Total assets                                             $    245,606
                                                               =============

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

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

    Total current liabilities                                       950,610
                                                               -------------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock; $0.001 par value; 10,000,000 shares
    authorized; 1,000,000 shares of Series A non-convertible,
    redeemable preferred stock issued and outstanding                 1,000
  Common stock; $0.001 par value; 500,000,000 shares
    authorized; 491,454,304 shares issued and outstanding           491,454
  Additional paid-in capital                                     12,446,556
  Unissued common stock                                              23,111
  Treasury stock, at cost, 2,576,817 shares                        (162,018)
  Accumulated deficit                                           (13,505,107)
                                                               -------------

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

      Total liabilities and stockholders' deficit              $    245,606
                                                               =============
</TABLE>

                 See accompanying notes to financial statements.
                                       -2-
<PAGE>

<TABLE>
<CAPTION>

                           THE WORLD GOLF LEAGUE, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   ------------

                                                     2004           2003
                                                -------------  -------------
<S>                                                   <C>             <C>
Revenue:
  Membership fee revenue                        $    144,915   $        203
  License fee revenue                                      -         10,000
                                                -------------  -------------

    Total revenue                                    144,915         10,203
                                                -------------  -------------

Operating, general and administrative expense      2,758,437      4,395,990
Cost of recapitalization                                   -        769,980
License fee reimbursement expense                     75,000        579,048
                                                -------------  -------------

      Net operating loss                          (2,688,522)    (5,734,815)
                                                -------------  -------------

Interest expense                                    (273,268)        (6,606)
                                                -------------  -------------

      Net loss                                  $ (2,961,790)  $ (5,741,421)
                                                =============  =============

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

Loss per share (basic and fully diluted)        $      (0.01)  $      (0.02)
                                                =============  =============

</TABLE>

                 See accompanying notes to financial statements.
                                       -3-
<PAGE>

<TABLE>
<CAPTION>

                               THE WORLD GOLF LEAGUE, INC.
                          CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                        -----------

                                                                   2004          2003
                                                               ------------  ------------
<S>                                                                 <C>           <C>
Cash flows from operating activities:
  Net loss                                                     $(2,961,790)  $(5,741,421)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Depreciation and amortization                                    4,247         2,149
    Preferred stock issued as compensation                               -        50,000
    Effect of beneficial conversion feature of
      convertible debentures                                       250,000             -
    Exercise of stock options in lieu of compensation               28,239             -
    Issuance of stock options for services                          32,541       899,480
    Common stock issued for services                             1,749,263     3,297,925
    Deferral of membership fee expenses                           (300,000)            -
    Amortization of deferred membership fee expense                100,000             -
    Changes in operating assets and liabilities:
      Other assets                                                 (11,901)        1,925
      Accounts payable                                             (14,628)     (475,631)
      Accrued liabilities                                          303,635        75,541
                                                               ------------  ------------

        Net cash used in operating activities                     (820,394)   (1,890,032)
                                                               ------------  ------------

Cash flows from investing activities:
  Capital expenditures                                              (1,030)      (13,424)
                                                               ------------  ------------

        Net cash used in investing activities                       (1,030)      (13,424)
                                                               ------------  ------------

Cash flows from financing activities:
  Proceeds from issuance of payable to stockholder                  47,312        33,000
  Payments on payable to stockholder                               (42,251)      (12,000)
  Proceeds from stock warrants                                     370,000             -
  Proceeds from issuance of common stock                            40,000     1,680,798
  Proceeds from exercise of stock options                           80,000             -
  Cash contributed by stockholders                                 110,000       376,203
  Cash contributed upon recapitalization                                 -        49,980
  Purchase of treasury stock                                       (67,895)     (154,816)
  Proceeds from issuance of convertible debentures                 250,000             -
  Payments on notes payable to prize winners                       (20,326)            -
                                                               ------------  ------------

        Net cash provided by financing activities                  766,840     1,973,165
                                                               ------------  ------------

Increase (decrease) in cash and cash equivalents                   (54,584)       69,709

Cash and cash equivalents, beginning of year                        69,957           248
                                                               ------------  ------------

Cash and cash equivalents, end of year                         $    15,373   $    69,957
                                                               ============  ============


Supplemental disclosure of cash flow information:
  Cash paid for interest expense                               $     7,471   $     6,606
                                                               ============  ============

  Cash paid for income taxes                                   $         -   $         -
                                                               ============  ============

  Non-cash investing and financing activity:
    Reclass accounts payable to note payable to prize winners  $         -   $   300,000
                                                               ============  ============

    Repayment of notes payable by issuance of common stock     $         -   $   298,942
                                                               ============  ============

    Exercise of stock options in lieu of reduction in
      payable to stockholder                                   $    38,061   $         -
                                                               ============  ============

    Repayment of accrued liabilities by issuance of common
      stock                                                    $    80,000   $         -
                                                               ============  ============

    Repayment of accrued liabilities by reissuance of
      treasury stock                                           $   154,607   $         -
                                                               ============  ============

    Balance due for purchase of treasury stock                 $         -   $   196,125
                                                               ============  ============

    Conversion of convertible debentures to common stock       $    37,000   $         -
                                                               ============  ============
</TABLE>

                 See accompanying notes to financial statements.
                                       -4-
<PAGE>

<TABLE>
<CAPTION>

                                                         THE WORLD GOLF LEAGUE, INC.
                                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                               FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                                                ------------

                                                                        ADDITIONAL  UNISSUED
                                 PREFERRED STOCK      COMMON STOCK       PAID-IN     COMMON   TREASURY  ACCUMULATED
                                 SHARES  AMOUNT      SHARES    AMOUNT    CAPITAL      STOCK    STOCK       DEFICIT       TOTAL
                                 ------  ------    ---------  --------  ----------   -------  --------  ------------  -----------
<S>                                <C>     <C>        <C>        <C>       <C>          <C>      <C>         <C>            <C>
Balance at December 31, 2002          -  $    -    8,467,951  $  8,468  $3,587,432   $     -  $      -  $ (4,801,896) $(1,205,996)

Effect of recapitalization            -       -  186,447,874   186,448    (136,468)        -         -             -       49,980

Common stock issued for broker
  fee                                 -       -   24,000,000    24,000     696,000         -         -             -      720,000

Common stock issued for services      -       -   75,640,094    75,640   2,445,527         -         -             -    2,521,167

Common stock issued as payment
  on note payable                     -       -    2,666,667     2,667     215,333         -         -             -      218,000

Preferred stock issued
  as compensation             1,000,000   1,000            -         -      49,000         -         -             -       50,000

Common stock issued as
  compensation and payment
  on payable to stockholder           -       -    2,700,000     2,700     135,000         -          -            -      137,700

Exercise of stock options             -       -   82,407,358    82,407   1,598,391         -          -            -    1,680,798

Issuance of stock options for
  services                            -       -            -         -     899,480         -          -            -      899,480

Capital contributed by stock-
  holders                             -       -            -         -     376,203         -          -            -      376,203

Purchase of treasury stock            -       -            -         -           -         -   (350,941)           -    (350,941)

Net loss                              -       -            -         -           -         -          -   (5,741,421) (5,741,421)
                                 ------  ------    ---------  --------  ----------   -------  --------  ------------  -----------

Balance at December 31,
  2003                        1,000,000   1,000  382,329,944   382,330   9,865,898         -  (350,941)  (10,543,317)   (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

</TABLE>

                 See accompanying notes to financial statements.
                                       -5-
<PAGE>

<TABLE>
<CAPTION>

                                                      THE WORLD GOLF LEAGUE, INC.
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                            FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                                              ------------

                                                                          ADDITIONAL  UNISSUED
                                 PREFERRED STOCK      COMMON STOCK         PAID-IN     COMMON   TREASURY  ACCUMULATED
                                 SHARES  AMOUNT      SHARES    AMOUNT      CAPITAL      STOCK    STOCK       DEFICIT       TOTAL
                                 ------  -------    ---------  --------   ----------   -------  --------  ------------  -----------
<S>                                <C>     <C>        <C>        <C>         <C>          <C>      <C>         <C>          <C>
Issuance of stock options for
  services                            -        -            -         -       32,541         -         -             -       2,541

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 compensa-
  tion expense                        -        -    1,300,000     1,300       65,000         -         -             -      66,300

Correction of common stock
  issued 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 of 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                              -        -            -         -            -         -         -    (2,961,790) (2,961,790)
                                 ------  -------    ---------  --------   ----------   -------  --------   ------------  ----------

Balance at December 31,
  2004                        1,000,000  $1,000   491,454,304   $491,454 $12,446,556   $23,111  $(162,018) $(13,505,107) $(705,004)
                              =========  ======   ===========  =========  ==========   =======  ========== ============  ==========
</TABLE>

                 See accompanying notes to financial statements.
                                       -6-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ---------

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

     BACKGROUND
     ----------

     The World Golf League, Inc. (the "Company") is based  in Altamonte Springs,
     Florida.  The  Company  has  developed  a "Play for Pay"  concept,  whereby
     amateur  golfers  worldwide  compete  in  various golf tournaments  for  an
     opportunity  to  win  actual  prize money. The Company markets this concept
     directly  and  through  wholesale  providers  in  the  United  States  and
     internationally.

     On  April  14,  2003,  the  Company  transacted a reverse merger with Novus
     Laboratories, Inc. (See Note 3).

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

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

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

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

     Membership  fee  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 is held near the end
     of  each  membership  period.

     ADVERTISING  COSTS
     ------------------

     Costs  of  advertising  and  promotions  are  expensed  as  incurred.

                                    Continued
                                       -7-

<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   -------------

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

     CONCENTRATIONS  OF  CREDIT  RISK
     --------------------------------

     The  Company  maintains  its  cash  in well-known banks selected based upon
     management's  assessment  of  the  banks'  financial  stability.  Balances
     periodically  exceed  the  $100,000  federal  depository  insurance  limit;
     however,  the  Company  has  not  experienced  any  losses  on  deposits.

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

     For  purposes of reporting cash flows, the Company 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 of 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
     -------------

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

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

     Basic  and  diluted 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
     -------------------------

     The  Company  accounts  for  its  stock compensation arrangements under the
     provisions  of  Accounting  Principles Board ("APB") No. 25 "Accounting for
     Stock  Issued  to Employees". The Company provides disclosure in accordance
     with  the  disclosure-only  provisions of Statement of Financial Accounting
     Standard  ("SFAS")  No.  123  "Accounting  for  Stock-Based  Compensation".

     IMPAIRMENT  OF  LONG-LIVED  ASSETS
     ----------------------------------

     In  the event that facts and circumstances indicate that the carrying value
     of  a  long-lived asset, including associated intangibles, may be impaired,
     an  evaluation  of  recoverability  is performed by comparing the estimated
     future  undiscounted  cash  flows  associated with the asset or the asset's
     estimated  fair  value  to  the  asset's  carrying amount to determine if a
     write-down  to  market  value  or  discounted  cash  flow  is  required.



                                    Continued
                                       -8-

<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ------------

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

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

     The  Company  includes  fair  value  information  in the notes to financial
     statements  when  the  fair value of its financial instruments is different
     from  the  book  value.  When  the  book  value approximates fair value, no
     additional  disclosure  is  made.

     RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
     --------------------------------------------

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
     Compensation",  which amends SFAS No. 123 to provide alternative methods of
     transition  for an entity that voluntarily changes to the fair value method
     of  accounting  for  stock  based employee compensation. It also amends the
     disclosure provisions of SFAS No. 123 to require prominent disclosure about
     the  effects  on  reported  net  income  of  an  entity's accounting policy
     decisions  with respect to stock based employee compensation. Finally, SFAS
     No.  148  amends  APB  Opinion  No.  28,  "Interim Financial Reporting", to
     require  disclosure  of those effects in interim financial statements. SFAS
     No.  148  is  effective for fiscal years ended after December 15, 2002, but
     early adoption is permitted. The Company adopted SFAS No. 148 on January 1,
     2003. The adoption of SFAS No. 148 did not have a significant impact on its
     financial  reporting.

     In  January  2003,  the  FASB  issued  Interpretation  No.  46  (FIN  46),
     "Consolidation  of  Variable Interest Entities". In December 2003, the FASB
     issued a revision to FIN 46 (FIN 46R). FIN 46R clarifies the application of
     ARB  No.  51,  "Consolidated  Financial Statements", to certain entities in
     which  equity  investors  do  not have the characteristics of a controlling
     financial  interest or do not have sufficient equity at risk for the entity
     to finance its activities without additional subordinated financial support
     provided by any parties, including the equity holders. FIN 46R requires the
     consolidation  of  these  entities, known as variable interest entities, by
     the  primary  beneficiary  of  the  entity.  The primary beneficiary is the
     entity,  if  any,  that  will  absorb  a  majority of the entity's expected
     losses,  receive  a  majority of the entity's expected residual returns, or
     both.  Among  other  changes,  the  revisions of FIN 46R (a) clarified some
     requirements of the original FIN 46, which had been issued in January 2003,
     (b) eased some implementation problems, and (c) added new scope exceptions.
     FIN  46R  deferred  the  effective  date  of  the Interpretation for public
     companies that are small business issuers to the end of the first reporting
     period  ending  after  December  15, 2004, except that all public companies
     must,  at  a minimum, apply the unmodified provisions of the Interpretation
     to  entities  that were previously considered "special-purpose entities" in
     practice  and under the FASB literature prior to the issuance of FIN 46R by
     the  end  of the first reporting period ending after December 15, 2003. The
     Company  did  not  have  any  special purpose or variable interest entities
     under  FIN  46  or  FIN  46R.

     In April 2003, the FASB issued SFAS No. 149, Amendment to Statement No. 133
     on Derivative Instruments and Hedging Activities. This statement amends and
     clarifies  financial  accounting  and reporting for derivative instruments,
     including  certain  derivative  instruments  embedded  in  other  contracts
     (collectively  referred to as derivatives) and for hedging activities under
     SFAS  No.  133.  The changes in SFAS No. 149 improve financial reporting by
     requiring  that  contracts with comparable characteristics be accounted for
     similarly.  Those  changes  will  result  in  more  consistent reporting of
     contracts  as  either  derivatives  or  hybrid instruments. SFAS No. 149 is
     effective  for  contracts  entered  into  or  modified after June 30, 2003,
     except  in  certain  instances  detailed  in  the  statement,  and  hedging
     relationships designated after June 30,

                                    Continued
                                       -9-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   --------------

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

     RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED
     --------------------------------------------------------

     2003. Except as otherwise stated in SFAS  No. 149, all provisions should be
     applied  prospectively.  The  adoption  of  this  statement  did not have a
     material  effect  on  the  Company's  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."
     SFAS  No.  150,  which  is  effective at the beginning of the first interim
     period  beginning after June 15, 2003, must be implemented by reporting the
     cumulative  effect  of  a  change  in  accounting  principle  for financial
     instruments  created  before  the  issuance date of the statement and still
     existing  at the beginning of the interim period of adoption. The statement
     requires  that  a  financial instrument which falls within the scope of the
     statement  to  be  classified  and  measured  as a liability. The following
     financial  instruments  are  required  to be classified as liabilities: (1)
     shares that are mandatorily redeemable, (2) an obligation to repurchase the
     issuer's  equity  shares  or  one  indexed  to  such an obligation and that
     requires  or  may  require  settlement  by  transferring assets and (3) the
     embodiment  of  an  unconditional obligation that the issuer may or may not
     settle  by issuing a variable number of equity shares if, at inception, the
     monetary  value  of the obligation is based on certain measurements defined
     in  the  statement.  The adoption of this statement did not have a material
     effect  on  the  Company's  financial  condition  or results of operations.

     In  December  2004,  FASB issued SFAS No. 123R, "Share Based Payments". The
     statement  requires  public  companies  to  measure  the  cost  of employee
     services  in exchange for an award of equity instruments to be based on the
     grant-date fair value of the award as determined by using an option-pricing
     model.  This  statement  eliminates  the  alternative  to  use APB No. 25's
     intrinsic value method of accounting that was provided in Statement No. 123
     as  originally  issued.  The statement also clarifies and expands Statement
     No.  123's  guidance  in  several  areas,  including  measuring fair value,
     classifying  an  award  as  equity  or  as  a  liability,  and  attributing
     compensation  cost  to reporting periods. For entities that file as a small
     business  issuer,  the effective date of this statement is the beginning of
     the first interim or annual reporting period that begins after December 15,
     2005.  The  Company  is  currently  reviewing  the  impact on its financial
     statements  of  implementing  this  Statement.

     In  November 2004, the FASB issued SFAS No. 151, "Inventory Costs". The new
     Statement amends ARB No. 43, Chapter 4, "Inventory Pricing", to clarify the
     accounting for abnormal amounts of idle facility expense, freight, handling
     costs  and  wasted  material.  This  Statement requires that those items be
     recognized  as current period charges and requires that allocation of fixed
     production  overhead  to  the  cost  of  conversion  be based on the normal
     capacity  of  the  production  facilities.  This Statement is effective for
     fiscal  years beginning after June 15, 2005. The adoption of this statement
     is  not  expected  to  have  a  material  impact on the Company's financial
     condition  or  results  of  operations.

     In  December  2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
     Assets  -  An  Amendment  of  APB  Opinion No. 29". SFAS No. 153 amends APB
     Opinion  No.  29  to  eliminate  the  exception  for  exchanges  of similar
     productive assets and replaces it with a general exception for exchanges of
     nonmonetary  assets  that do not have commercial substance. SFAS No. 153 is
     to  be  applied prospectively for nonmonetary exchanges occurring in fiscal
     periods  beginning  after June 15, 2005. The Company's adoption of SFAS No.
     153  is not expected to have a material impact on its financial position or
     results  of  operations.

                                    Continued
                                      -10-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   -----------

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

     During  the  years  ended  December  31,  2004  and  2003,  the Company has
     continued  to  experience  negative  financial  results  as  follows:

                                                    2004              2003
                                               ------------     --------------

       Net  loss                               $ (2,961,790)    $  (5,741,421)

       Negative cash flows from operations     $   (820,394)    $  (1,890,032)

       Negative  working  capital              $   (735,237)    $    (666,579)

       Accumulated  deficit                    $(13,505,107)    $ (10,543,317)

       Stockholders'  deficit                  $   (705,004)    $    (645,030)

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

     -    Effective  April 14, 2003, the Company entered into a recapitalization
          transaction  with  Novus  Laboratories,  Inc., which was listed on the
          NASDAQ  Bulletin  Board,  to gain access to public capital markets, to
          increase  attractiveness  of  its  equity  and to create liquidity for
          stockholders.

     -    The  Company  is  also  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.

     -    In  the long-term, the Company believes that cash flows from continued
          growth  in  its  operations  will  provide the resources for continued
          operations.

     There  can  be  no  assurance  that  the  Company  will have the ability to
     implement  its  business  plan  and  ultimately  attain  profitability. The
     Company's  long-term  viability  as a going concern is dependent upon three
     key  factors,  as  follows:

     -    The  Company's  ability  to  obtain adequate sources of debt or equity
          funding  to  meet current commitments and fund the continuation of its
          business  operations  in  the  near  term.

     -    The  ability  of  the  Company  to  control costs and expand revenues.

     -    The  ability  of  the  Company  to  ultimately  achieve  adequate
          profitability  and  cash  flows  from  operations  to  sustain  its
          operations.

                                    Continued
                                      -11-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   -------------

3.   RECAPITALIZATION
     ----------------

     Effective  April  14,  2003  the  Company  entered  into  a  share exchange
     agreement  (the "Agreement") whereby the Company agreed to exchange 100% of
     the  issued  and  outstanding  shares of its common stock for approximately
     120,000,000  shares,  with  the  possibility  of  receiving  an  additional
     30,000,000  shares,  of  the  issued  and  outstanding  shares  of  Novus
     Laboratories,  Inc.  ("Novus")  (a non-operating public shell corporation).
     The Agreement represented a recapitalization of the Company with accounting
     treatment  similar  to  that  used in a reverse acquisition, except that no
     goodwill  or intangible is recorded. A recapitalization is characterized by
     the merger of a private operating company into a non-operating public shell
     corporation with nominal net assets and typically results in the owners and
     managers of the private company having effective or operating control after
     the  transaction.  The Company emerged as the surviving financial reporting
     entity under the Agreement, but Novus Laboratories, Inc. (which changed its
     name  to  The  World  Golf  League,  Inc.)  remained as the legal reporting
     entity.

     In  February  2003,  Novus  completed a 2.7 to 1 forward stock split and in
     March  2003,  the  Company completed a 10 to 1 forward stock split. All per
     share  amounts  have  been  adjusted  to  reflect  the  effects  of  the
     recapitalization  and  both  stock  splits.

     In  connection  with  the Agreement, the Novus stockholders agreed to raise
     the  Company  a  minimum of $500,000 or the Novus stockholders would cancel
     30,000,000  shares  of  the common stock they own in the new company. Since
     the $500,000 was not raised, the Company and the Novus stockholders amended
     the  terms  of  the  Agreement  to  provide  that a portion of the proceeds
     received  from  the sale of the shares of the Company's common stock by the
     Novus  stockholders  would be delivered to the Company in lieu of canceling
     the  30,000,000  shares.  As  of December 31, 2004, the Company received an
     aggregate  of  $376,203  from  the  former  Novus  stockholders.

     In  addition,  the  Agreement  stated  that in the event $1,000,000 was not
     raised  by  the  Novus stockholders, stockholders of The World Golf League,
     Inc.  would  receive an additional 30,000,000 shares on a pro rata basis as
     their  original shares were issued pursuant to the Agreement. As $1,000,000
     has  not  been raised, The World Golf League, Inc. has elected not to issue
     but  may  be  required  to  issue  an  additional  30,000,000 shares of its
     restricted  common  stock  to  the  original stockholders of The World Golf
     League,  Inc.

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

     During  2004  the Company entered into a one-year agreement with Upwon, LLC
     ("Upwon")  whereby  Upwon  is to receive 15,000,000 shares of the Company's
     common stock in exchange for services it provides to the Company related to
     the sale of wholesale memberships. The value of these services was recorded
     at $300,000 based on the closing price of the Company's common stock on the
     date  the  agreement  was  reached. The Company has recorded this amount in
     deferred  membership fee expense in the December 31, 2004 balance sheet and
     is  amortizing  it  into  expense  over the one-year term of the agreement.

                                    Continued
                                      -12-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                  -------------

5.   DEFERRED  MEMBERSHIP  FEE  REVENUE
     ----------------------------------

     The  Company  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  2003.)

  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
                                                              ==========

6.   PROPERTY  AND  EQUIPMENT
     ------------------------

     Property  and  equipment  consisted  of the following at December 31, 2004:

       Furniture  and  equipment          $   24,375
       Leasehold  improvements                 2,060
                                          ----------

                                              26,435
       Less:  accumulated  depreciation       (9,978)
                                          ----------

         Property  and  equipment,  net   $   16,457
                                          ==========

     Depreciation  expense  for  the  years ended December 31, 2004 and 2003 was
     $4,247  and  $2,149,  respectively.

7.   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  $5,900,000  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 the merger of the
     Company  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,  2004  are  as  follows:

       Deferred  tax  assets:
         Net  operating  losses          $2,031,314
         Valuation  allowance            (2,031,314)
                                          ----------

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

                                    Continued
                                      -13-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ------------

7.   INCOME  TAXES,  CONTINUED
     -------------------------

     The difference between the income tax benefit in the accompanying statement
     of  operations  and  the  amount  that  would  result  if  the U.S. Federal
     statutory  rate  of  34%  were  applied to pre-tax loss for the years ended
     December  31,  2004  and  2003  is  as  follows:

<TABLE>
<CAPTION>

                                            2004                        2003
                                 -------------------------     ---------------------
                                      AMOUNT           %         AMOUNT         %
                                 -----------------   ------    ----------     ------
<S>                                       <C>          <C>         <C>           <C>
    Benefit for income tax at
      federal statutory rate     $      (1,007,009)   (34.0)%  $(1,952,083)   (34.0)%
    Increase in valuation
      allowance                            308,729     10.4       502,103       8.7
    Expenses not deductible for
      tax purposes                         698,280     23.6     1,449,980      25.3
                                 -----------------   ------    ----------     ------

                                 $               -      0.0%    $       -       0.0%
                                 =================   ======     =========    =======
</TABLE>

8.   NOTES PAYABLE TO PRIZE WINNERS
     ------------------------------

     The  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  principal  and interest were not paid in September 2004 and therefore,
     the  notes  are  in  default  and  due  on  demand.

9.   CAPITAL  STOCK
     --------------

     On October 8, 2003 the Company increased the authorized number of shares of
     common  stock  to 500,000,000 shares and the authorized number of shares of
     preferred  stock  to  10,000,000  shares.

10.  CONVERTIBLE  DEBENTURES
     -----------------------

     Effective  June  4,  2004, the Company entered into an agreement whereby it
     agreed  to  issue $250,000 in convertible debentures which was fully funded
     during 2004. The debentures bear interest at 7% per year payable monthly in
     cash  or  common  stock  at  the  debenture holder's option. The debentures
     mature  June  3,  2006 and are convertible, at the option of the holder, to
     shares  of  the  Company's  common stock at a conversion price equal to the
     lesser  of  (i)  $0.25 or (ii) 80% of the average of the five lowest volume
     weighted  average  prices  during  the  twenty  days  prior to the holder's
     election to convert. Based on the fair market value of the stock price, the
     Company  recorded  the  effect  of  this  beneficial  conversion, which was
     limited  to  $250,000,  in  interest  expense in the accompanying financial
     statements  for  the  year  ended  December  31,  2004.

     In  addition,  the  Company  issued  to  the  holders  of  the  convertible
     debentures  warrants  to  purchase 2,500,000 shares of the Company'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.  As  of December 31, 2004, the Company issued 58,345,272
     shares  of  its  common stock upon conversion of $37,000 of its convertible
     debentures  and the simultaneous exercise of warrants to purchase shares of
     common  stock  for  $370,000.

                                    Continued
                                      -14-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   -------------

11.  PREFERRED  STOCK
     ----------------

     During  the  year  ended December 31, 2003 the Company's 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  the  CEO  of  the  Company as compensation for his
     services,  which  gives  him voting control of the Company. The Company has
     the  option to redeem the preferred stock for $50,000 at any time. As such,
     the  value placed on the preferred stock was $50,000, which was recorded in
     general  and  administrative expenses in the accompanying 2003 statement of
     operations.

12.  STOCK  OPTION  PLANS
     --------------------

     In  July 2003, the Company adopted the 2003 Stock Option Plan (the "Plan").
     The  purpose  of  the  Plan  is  to  maintain the ability of the Company to
     attract  and  retain  highly qualified and experienced directors, employees
     and  consultants  and  to  give such directors, employees and consultants a
     continued  proprietary  interest  in  the success of the Company. Under the
     Plan,  the aggregate number of shares of common stock that may be issued or
     optioned is 4,000,000. The maximum term for options granted under this Plan
     is  ten  years. The exercise price of incentive stock options must be equal
     or greater than the fair market value of common stock on the date of grant.
     The  exercise price of incentive stock options granted to any person who at
     the time of grant owns stock possessing more than 10% of the total combined
     voting  power  of  all  classes  of stock must be at least 110% of the fair
     market  value  of  such  stock  on  the  date  of  grant.

     On August 1, 2003, the Company's Board of Directors authorized the issuance
     of  options  to  purchase 4,000,000 shares of the Company's common stock to
     its  CEO  at $0.051 per share, which approximated fair market value. During
     2003,  options  to purchase 2,700,000 shares of common stock were exercised
     and, in lieu of proceeds, the payable to the CEO was reduced by $80,942 and
     compensation  expense  of  $56,758  was  recorded.  During  the  year ended
     December  31,  2004,  the remaining options to purchase 1,300,000 shares of
     common  stock  were  exercised  and,  in  lieu  of cash, the balance of the
     payable to the stockholder of $38,061 was reduced to $-0- and the remaining
     $28,239  was  recorded  as  compensation  expense.

     The  Company  has elected to follow Accounting Principles Board Opinion No.
     25,  "Accounting  for  Stock  Issued  to  Employees"  (APB  25) and related
     Interpretations  in  accounting  for its employee stock options because, as
     discussed  below,  the alternative fair value accounting provided for under
     FASB Statement No. 123, "Accounting for Stock-Based Compensation", requires
     use  of  option valuation models that were not developed for use in valuing
     employee  stock  options.

     Proforma  information  regarding  net income (loss) and earnings (loss) per
     share  is  required by SFAS No. 123 and No. 148, and has been determined as
     if  the Company had accounted for its employee stock options under the fair
     value  method  of  that  Statement.  The  fair  value for these options was
     estimated  at  the date of grant using a Black-Scholes option pricing model
     with  the  following  weighted-average  assumptions  for  2003:  risk-free
     interest  rate of 5%; no dividend yield; weighted average volatility factor
     of  the  expected market price of the Company's common stock of 100%; and a
     weighted-average  expected  life  of  the  options  of  one  year.

                                    Continued
                                      -15-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   -----------

12.   STOCK  OPTION  PLANS,  CONTINUED
      --------------------------------

     The  Black-Scholes  option  valuation  model  was  developed  for  use  in
     estimating  fair value of traded options which have no vesting restrictions
     and  are  fully  transferable. In addition, option valuation models require
     the  input  of  highly  subjective assumptions including the expected stock
     price  volatility. Because the Company's stock options have characteristics
     significantly  different  from those of traded options, and because changes
     in  the  subjective  input assumptions can materially affect the fair value
     estimate,  in  management's opinion, the existing models do not necessarily
     provide  a  reliable single measure of the fair value of its stock options.

     For  purposes  of  proforma  disclosures,  the  estimated fair value of the
     options  is  included  in  expense  at  the date of issuance. There were no
     employee  stock  options issued during the year ended December 31, 2004 nor
     were  there  any  outstanding  at December 31, 2004. The Company's proforma
     information  for  the  year  ended  December  31,  2003  is  as  follows:

     Net  loss  available  to  common  stockholders                $(5,741,421)
                                                                    ===========

     Proforma  net  loss  available to common stockholders         $(5,776,391)
                                                                    ===========

     Proforma  basic  and  dilutive  loss  per  share              $     (0.02)
                                                                    ===========

     During  2003,  the  Company  entered into consulting agreements whereby the
     Company issued 6,300,000 shares of common stock, which were valued based on
     the  fair market value of the stock on the date the terms of agreement were
     agreed  upon,  and  granted options to purchase 57,407,358 shares of common
     stock  to  various  consultants that expire within 90 days from the date of
     grant.  The options were granted with exercise prices below the fair market
     value  of  the  stock  at the time of grant. Using the Black Scholes Option
     Pricing Model these options resulted in $702,480 of expense recorded in the
     accompanying  statement of operations for the year ended December 31, 2003.
     As of December 31, 2003 all of the stock options have been exercised, which
     resulted  in  net  proceeds  to  the  Company  of  $1,120,798.

     In  August  2003,  the  Company adopted the 2003 Non-Qualified Stock Option
     Plan  (the  "NQ  Plan") in order to attract and retain highly qualified and
     experienced  directors,  employees  and  consultants  and  to  give  such
     directors,  employees  and  consultants a continued proprietary interest in
     the  success of the Company. Under the NQ Plan, the Company may award up to
     85,000,000  shares  of  its  common stock or options to purchase its common
     stock to the directors, employees and consultants of the Company. All terms
     of  the  common stock, stock options or warrants granted under the Plan are
     at  the  discretion of the board of directors but will expire not more than
     ten  years  from  the  date  of  grant.

     During  October  and  November  of 2003 the Company entered into consulting
     agreements and, in accordance with the NQ Plan, issued 22,370,382 shares of
     common  stock  and options to purchase 25,000,000 shares of common stock at
     exercise  prices ranging from $0.0216 to $0.03 per share with an expiration
     date  within  45 days of the grant date, to a consultant of the Company for
     services  performed.  Based on the fair market value of the common stock on
     the date the terms of the agreement were agreed upon, the issuance of these
     shares  resulted  in  the  Company recording consulting expense of $784,482
     and,  using  the  Black  Scholes  Option  Pricing  Model, the stock options
     resulted  in  $197,000  of  additional  expense  which  is  included in the
     accompanying  2003 statement of operations. Prior to December 31, 2003, the
     consultant exercised the stock options and the Company received proceeds of
     $560,000.

                                    Continued
                                      -16-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   -----------

12.   STOCK  OPTION  PLANS,  CONTINUED
      --------------------------------

     During  2004,  the  Company  entered  into  consulting  agreements  and, in
     accordance  with  the  NQ  Plan,  issued  51,522,799 and committed to issue
     17,000,000  shares of common stock and options to purchase 4,000,000 shares
     of  common stock at an exercise price of $0.02 per share with an expiration
     date  within  45  days  of  the  grant  date, to various consultants of the
     Company  for  services  performed.  Based  on  the fair market value of the
     common  stock  on the date the terms of the agreement were agreed upon, the
     issuance  of  these  shares  resulted  in  the Company recording consulting
     expense  of  $1,449,263,  deferred  membership fee expense of $300,000 (See
     Note  4)  and,  using  the  Black  Scholes  Option Pricing Model, the stock
     options  resulted in $32,541 of additional expense which is included in the
     accompanying  2004 statement of operations. Prior to December 31, 2004, the
     consultants  exercised  the stock options and the Company received proceeds
     of  $80,000.

     When  valuing  stock options granted to non-employees during 2004 and 2003,
     the  Company  used  the  following  assumptions:

                                         2004            2003
                                       -------         -------
      Risk-free  interest  rate           3.5%            5.0%
      Dividend  yield                     -0-              -0-
      Volatility  factor                  200%            100%
      Expected  life               45-90  days     45-90  days

13.  COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

     LICENSE  AGREEMENTS
     -------------------

     During  the  year  ended  December  31, 2004 the Company began repurchasing
     certain  of its license agreements based on separate agreed upon terms with
     the  licensees.  During  the  years  ended  December  31, 2004 and 2003 the
     Company paid approximately $600,000 and still owed approximately $30,000 to
     two  former  licensee  for the repurchase of the license. These repurchases
     also  resulted  in  the  reduction  of  license fee receivable and deferred
     license  fees  of $41,250 in the accompanying balance sheet at December 31,
     2004.

     LEASE  OBLIGATIONS
     ------------------

     Effective  December  8, 2003 the Company entered into a lease agreement for
     its  office  space  in  Altamonte Springs, Florida at $2,018 per month. The
     lease  expires on November 30, 2005. Rent expense was approximately $21,900
     and  $34,000  during  the  years  ended  December  31,  2004  and  2003,
     respectively.

     LITIGATION
     ----------

     In  July  2003,  the  Company entered into a Stipulated Injunction with the
     State  of  Florida Office of the Attorney General regarding a settlement of
     the  Company's  unpaid  obligation  to  the  winners of the 2001 World Golf
     League  National  Tournament.  Pursuant  to  the Stipulated Injunction, the
     Company  agreed  that,  after the payment of certain specific expenses, the
     Florida  Attorney  General  would  receive  60% of the proceeds the Company
     receives from the sale of its common stock by the former Novus stockholders
     (See Note 3). During the year ended December 31, 2003, the Company has paid
     $314,000 to the Florida Attorney General and executed a note payable to the
     winners  of  the 2001 World Golf League National Tournament for $300,000 in
     full  settlement  of  this  lawsuit.

                                    Continued
                                      -17-
<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   -------------

13.  COMMITMENTS  AND  CONTINGENCIES,  CONTINUED
     -------------------------------------------

     LITIGATION,  CONTINUED
     ----------------------

     The  Company  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 the Company's financial position, results of
     operations  or  cash  flows.

14.  RELATED  PARTY  TRANSACTIONS
     ----------------------------

     Included  in  consulting  expense for the years ended December 31, 2004 and
     2003  is approximately $195,225 and $160,750, respectively, paid to the CEO
     of  the  Company  for  consulting  services.

     During October 2003 the CEO of the Company advanced $33,000 to the Company.
     This  payable  is non-interest bearing, uncollateralized and due on demand.
     During  2004,  the  Company  repaid  this  advance  in  full (See Note 12).

15.  SUBSEQUENT  EVENTS
     ------------------

     Subsequent  to  December  31,  2004,  the  Company  entered  into  various
     consulting  agreements  whereby  the  Company  has  committed  to  issue
     approximately  87,056,000  shares  of its common stock for these consulting
     services.

                                      -18-

<PAGE>

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

     None.

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
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 2004 (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.

     Changes  in  internal  control  over  financial  reporting.  There  were no
significant  changes  in the Company's internal control over financial reporting
during  the  fourth  fiscal  quarter  of  2004  that  materially affected, or is
reasonably  likely  to  materially  affect,  the Company's internal control over
financial  reporting.

ITEM  8B.     OTHER  INFORMATION.

     None.

                                    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      54     President, Chief Executive Officer,
                               Chief Financial and Director

King Simmons            42     Director

<PAGE>

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.

     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.

<PAGE>

RECENT  CHANGES  IN  OFFICERS  AND  DIRECTORS

     On  August  8,  2004,  William  Page resigned as a Director of the Company.
Neither  the  Company's  board of directors nor its shareholders have filled the
vacancy  resulting  from  Mr.  Page's  resignation.

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,  King  Simmons  and  William  Page  (a former
Director)  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.

<PAGE>

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.

<TABLE>
<CAPTION>

                          SUMMARY COMPENSATION TABLE(1)
                                 Annual Compensation

                                                             Securities
                                                             Underlying
                                       Salary      Bonus     Options/SARs
Name & Principal Position     Year       ($)        ($)          (#)
-------------------------     ----   -----------   -----     -------------
<S>                            <C>       <C>        <C>          <C>

Michael S. Pagnano            2004   $198,612 (3)      -
Chief Executive Officer,      2003   $160,750 (3)      -     4,000,000 (3)
President and Director        2002   $138,000          -

<FN>

(1)  Does  not  include  perquisites and other personal benefits in amounts less
     than  10%  of  the  total  annual  salary  and  other  compensation.
(2)  Includes  an  automobile  allowance  of  $28,850  for  a 2003 5-Series BMW.
(3)  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, 2004.  The
Company  did not have any other "Named Executive Officers" within the meaning of
Item  402  of  Regulation  S-B  under  the  Securities  Act.

<TABLE>
<CAPTION>

   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES(1)

                                                                                    Value of
                                                                 Number of       unexercised in-
                                                                unexercised        the-money
                                                                 options at        options at
                              Shares                             FY-end (#)        FY-end($)
                            acquired on                         exercisable/      exercisable/
                            exercise (#)    Value realized     unexerciseable     unexercisable
                           ------------     --------------     --------------     -------------
<S>                            <C>                <C>                <C>               <C>
Michael S. Pagnano, CEO       1,300,000            $66,300              --/--             --/--

<FN>

(1)  The  Company  did  not  have  any  stock appreciation rights ("SARs") as of
     December  31,  2004.

</TABLE>

     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.

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

     The  following  table  sets  forth  information  as of April 25, 2005, 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 (2)
                                   ------------------------
NAME AND ADDRESS (1)                   NUMBER       PERCENT
--------------------               --------------   -------
<S>                                     <C>            <C>

Michael S. Pagnano                 340,662,518 (3)    35.4%

Golden Gate Investors, Inc.         50,000,000         7.6%

King Simmons                           172,157           *

Executive Officers and Directors   340,834,675 (3)    35.4%
As a Group (2 people)

<FN>

*     Less than one percent.

(1)  The  address  is  2139  State  Road,  Suite  101,  Longwood, Florida 32779.
(2)  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 25, 2005, there were 661,848,718 shares of common stock
     outstanding.
(3)  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.

</TABLE>

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.

<PAGE>

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.

     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.

     In  August  2003,  we granted Michael Pagnano, our Chief Executive Officer,
stock  options  to buy 4,000,000 shares of our common stock at an exercise price
of  $0.051  per  share  pursuant to our 2003 Stock Option Plan. Two Non Employee
Directors  (as  that  term  is  defined  in  Rule  16b-3(b)(3))  on our Board of
Directors  approved  the grant. In August 2003, Mr. Pagnano exercised his option
to  acquire 2,700,000 shares of common stock in exchange for consulting services
valued  at  $56,758 and the cancellation of $80,942 of partial indebtedness that
we  owed  to  Mr.  Pagnano.  The  grant of the stock options was ratified by the
majority  stockholders  at  the  annual  stockholders  meeting in February 2004.

In September 2003, we issued 1,000,000 shares of Series A Preferred Stock to Mr.
Pagnano, our Chief Executive Officer.  Each share of Series A Preferred Stock is
entitled  to  300 votes and, with respect to liquidation, dissolution or winding
up,  ranks  senior  to  our  common  stock.

<PAGE>

     During October 2003, Michael Pagnano, our Chief Executive Officer, advanced
us  $33,000.  This payable was non-interest bearing, uncollateralized and due on
demand.  The  Company  repaid  the  advance  during  2004.

     In October, 2003, two of our directors, William Page and King Simmons, each
received  1,000,000  shares  of  our  common stock in consideration for services
rendered  as  Directors pursuant to the 2003 Non-Qualified Stock Option Plan, in
lieu  of  a  $35,000  cash  payment.

     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.

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

4.1(6)     Securities Purchase Agreement  dated  June  2004  entered  between
           the Company  and  Golden  Gate  Investors,  Inc.

4.2(6)     Convertible  Debenture  dated  June  2004  entered between the
           Company  and  Golden  Gate  Investors,  Inc.

<PAGE>

4.3(6)     Warrant to Purchase Common Stock dated June 2004 issued to Golden
           Gate Investors,  Inc.

4.4(6)     Registration Rights Agreement  dated  June 2004 entered between
           Golden Gate  Investors,  Inc.  and  the  Company

10.1(6)    Consulting Agreement with PHIBRI Holdings (Phil Esposito), dated as
           of March  16,  2004

10.2(6)    Consulting Agreement  with  Fred  Funk,  dated  as  of  April 26,
           2004

10.3(7)    2004 Stock Incentive Plan

10.4*      Executive Producer Agreement with North Star Visions, Inc., accepted
           as of March 7, 2005

14*        Code of Ethics

21*        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.
(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  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.
(7)  Filed  as  Exhibit  4  to  the  registration statement on Form S-8 filed on
     February  14,  2005,  and  incorporated  herein  by  reference.

<PAGE>

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The audit and audit related fees billed for the fiscal years ended December
31,  2004  and  December  31,  2003,  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
$25,500  and  $30,031,  respectively.

AUDIT-RELATED FEES

None.

TAX FEES

None.

ALL OTHER FEES

None.

                                   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  26,  2005

<PAGE>

     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 26, 2005
--------------------------
Michael S. Pagnano             Chief Financial Officer,
                               and Director

By: /s/ King Simmons           Director                      April 26, 2005
--------------------
King Simmons

<PAGE>