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

                                   FORM 10-KSB
(Mark One)

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

               For the Fiscal Year Ended December 31, 2003

[ ]     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.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

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

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not 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 the most recent fiscal year ended December 31,
2003 were $10,203.

     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 12, 2004, was approximately $11,382,676.

     As of April 12, 2004 the issuer had 408,824,154 shares of common stock,
$.001 par value per share outstanding.

Documents Incorporated by Reference: NONE

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

<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
                                   FORM 10-KSB
                          YEAR ENDED December 31, 2003
                                      INDEX

                                     Part I

    Item 1.          Description of Business                               3

    Item 2.          Description of Property                               5

    Item 3.          Legal Proceedings                                     5

    Item 4.          Submission of Matters to a Vote of
                     Security Holders                                      6


                                     Part II

    Item 5.          Market for Common Equity and Related
                     Stockholder Matters                                   6

    Item 6.          Management's Discussion and Analysis or
                     Plan of Operation                                     8

    Item 7.          Financial Statements                                  i

    Item 8.          Changes in and Disagreements with
                     Accountants on Accounting and Financial
                     Disclosure                                           15

    Item 8A.         Controls and Procedures                              16


                                    Part III

    Item 9.          Directors, Executive Officers, Promoters
                     and Control Persons; Compliance with
                     Section 16(a) of the Exchange Act                    17

    Item 10.         Executive Compensation                               18

    Item 11.         Security Ownership of Certain Beneficial
                     Owners and Management and Related Stockholder
                     Matters                                              19

    Item 12.         Certain Relationships and Related
                     Transactions                                         20

    Item 13.         Exhibits and Reports on Form 8-K
               (a)   Exhibits                                             21

               (b)   Reports on Form 8-K                                  22

    Item 14.         Principal Accountant Fees and Services               22

    Signatures                                                            23

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements in this Annual Report on Form 10-KSB (this "Form 10
KSB"), including statements under "Item 1. Description of Business," and "Item
6. Management's Discussion and Analysis", constitute "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the "Reform Act"). Certain, but not necessarily all, of such forward-looking
statements can be identified by the use of forward-looking  terminology such as
"believes", "expects",  "may", "will", "should", or "anticipates", or the
negative thereof or other variations thereon or  comparable  terminology, or by
discussions of strategy that involve risks and uncertainties.  Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
The World Golf League, Inc. ("the Company", "The World Golf League", "World
Golf", "we", "us" or "our") to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.  References in this form 10-KSB, unless another date is stated, are
to December 31, 2003.

BUSINESS

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

                                      -3-
<PAGE>

Description of Principal Products & Services

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

     The golfers first compete in local one-day qualifying events, with $149 as
the 2004 membership fee. Twenty five percent of the field advance to the
regional level competition. The top 400 regional qualifiers move on to the
National Final tournament in eight flights to potentially compete for over $1
million dollars (prize money is calculated as 20% of all dues received) in a
54-hole tour-like event. World Golf also plans to hold a World Championship
Ryder Cup-like event in 2004. The Company has added a World Championship
tournament to its schedule. The first one will be played in Scottsdale, Arizona
May 13-15 2004. The Company has also signed NHL star Phil Esposito to a one year
endorsement contract.

     World Golf restructured in 2003 and purposely did not generate any member
revenues. World Golf completed a reverse merger transaction in April 2003, and
raised over 1 million in capital which was used to re-purchase license
agreements, pay the prize pool from 2001 and begin its advertising campaign. The
Company has invested over $400,000 in television advertising and expects to
generate up to 35,000 members from a combination of television, e-mail,
telemarketing and grass roots marketing through a network of sales associates.
The Company is also seeking to raise additional capital through a private
placement to be used for continued marketing and the upgrading of The World Golf
League infrastructure, including senior and mid level managers.

COMPETITION

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

NO DEPENDENCE ON ONE OR A FEW CUSTOMERS

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

                                      -4-
<PAGE>

PATENTS, TRADEMARKS & LICENSES

     World Golf has applied for and received a trademark for its logo. This TM
was published on July 22, 2002 in the US Patent & Trademark office. World Golf
has applied for and awaiting approval for the following additional trademarks:
WGL; World Wide Golf for Pay; and Play for Pay. World Golf has granted marketing
licenses to 4 United States markets and 1 international market.

NEED FOR GOVERNMENT APPROVAL

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

RESEARCH & DEVELOPMENT OVER PAST TWO YEARS

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

EMPLOYEES

     World Golf currently employs 3 full-time personnel and  5 licensees.
Additionally, World Golf uses several outsourced support services.  This
includes advertising, graphics design and printing, member fulfillment, public
relations, web development, accounting and legal.  The World Golf League plans
to add several key staff members in 2004.  This includes marketing,
finance/administration, golf operations, licensee support and customer service.

ITEM 2.  DESCRIPTION OF PROPERTY

     World Golf currently occupies approximately 1,500 square feet of office
space in Longwood, Florida at $2,018 per month pursuant on a one year lease
which expires December 11, 2004.  World Golf has an option to renew for an
additional five years.


ITEM 3.  LEGAL PROCEEDINGS

     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.  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.  In
addition, the Company paid the Florida Attorney General $20,000 in connection
with the settlement.


                                      -5-
<PAGE>

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

     In October 2003, a majority of shareholders of the Company, via signed
written consent to action without a meeting of the shareholders, approved an
amendment to the Company's Certificate of Incorporation to increase the
authorized shares of the Company's common stock from 300,000,000 shares to
500,000,000.  The number of shares consenting to the action was 42,219,369
shares of common stock and 1,000,000 shares of Series A Preferred Stock which
were entitled to vote 300,000,000 shares, resulting in the consent of
342,219,369 shares out of 593,454,589 shares that were eligible to vote.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     "Bid" and "asked" offers for the common stock are listed on the NASDAQ
OTC-Bulletin Board published by the National Quotation Bureau, Inc.  The trading
symbol for the common stock was "NCSL" and was changed to "WGFL" in connection
with the Company's name change February 12, 2003.  The Company's common stock
began trading in 2003

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

<TABLE>
<CAPTION>


                                    Bid Prices

Quarter Ended                      High     Low
------------------                 -----   -----
<S>                             <C>    <C>
December 31, 2003                  $0.02  $0.02
September 30, 2003                  0.04   0.04
June 30, 2003                       0.04   0.03
March 31, 2003                      0.15   0.15
</TABLE>



     There were 122 holders of record of the common stock as of April 12, 2004.
The Company has never paid a cash dividend on its common stock and does not
anticipate the payment of a cash dividend in the foreseeable future. The Company
intends to reinvest in its business operations any funds that could be used to
pay a cash dividend.  The Company's common stock is considered a "penny stock"
as defined in certain rules (the "Rules") under the Securities Exchange Act of
1934.  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 SEC's rules 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 the Company's shares 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 the Company's securities may be
severely adversely affected by limiting the ability of broker-dealers to sell
the Company's securities and the ability of purchasers of the securities to
resell them.

                                      -6-
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

     In February 2003, the Company issued 120,000,000 shares of its common
stock, $.001 par value per share which were not registered under the Act to the
former World Golf Florida shareholders pursuant to an Exchange Agreement whereby
World Golf Florida became a wholly-owned subsidiary of the Company.  The Company
claims the exemption from registration afforded by Rule 506 of Regulation D
under the Act.

     In August 2003, the Company issued 344,315 restricted shares of its common
Stock pursuant to the Share Exchange Agreement discussed
above.  The Company claims the exemption from registration afforded by Rule 506
of Regulation D under the Act.

     In September 2003, the Company issued 1,000,000 shares of Series A
Preferred Stock, that are entitled to three hundred (300) votes per common share
(or an aggregate of 300,000,000 votes), which were not registered under the Act,
to Michael Pagnano in consideration for services rendered to the Company as its
Chief Executive Officer and as a Director. The Company claims an exemption from
registration afforded by Section 4(2) of the Act since the foregoing issuances
did not involve a public offering, the recipient took the shares for investment
and not resale and the Company took appropriate measures to restrict transfer.
No underwriters or agents were involved in the foregoing issuances and no
underwriting discounts or commissions were paid by the Company.

     In September 2003, the Company issued an individual 137,726 restricted
shares of its common stock pursuant to the Exchange Agreement discussed above.
The Company claims the exemption from registration afforded by Rule 506 of
Regulation D under the Act.

     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 the reverse merger
transaction.  The Company claims an exemption from registration afforded by
Section 4(2) of the Act since the foregoing issuances did not involve a public
offering, the recipient took the shares for investment and not resale and the
Company took appropriate measures to restrict transfer. No underwriters or
agents were involved in the foregoing issuances and no underwriting discounts or
commissions were paid by the Company.

     In October 2003, the Company issued two individuals an aggregate of 392,460
restricted shares of which 48,145 were subsequently cancelled and 433,837 shares
were issued in 2004, which shares were issued pursuant to the Exchange
Agreement. The Company claims the exemption from registration afforded by Rule
506 or Regulation D.

     In November 2003, the Company issued an individual 482,041 restricted
shares of common stock pursuant to the Share Exchange Agreement discussed above.
The Company claims the exemption from registration afforded by Rule 506 of
Regulation D under the Act

                                      -7-
<PAGE>

     In December 2003, the Company issued an individual 295,000 restricted
shares of common stock pursuant to the Share Exchange Agreement discussed
above.  The Company claims the exemption from registration afforded by Rule 506
of Regulation D under the Act.


     In January 2004, the Company issued an individual 344,315 restricted shares
of common stock pursuant to the Share Exchange Agreement discussed
above.  The Company claims the exemption from registration afforded by Rule 506
of Regulation D under the Act.

     In January 2004, the Company issued an individual 120,510 restricted shares
of common stock pursuant to the Share Exchange Agreement discussed
above.  The Company claims the exemption from registration afforded by Rule 506
of Regulation D under the Act.

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

     This  report  contains  forward  looking  statements  within the meaning of
Section  27a  of  the  Securities  Act of 1933 and Section 21e of the Securities
Exchange  Act  of 1934.  These forward looking statements are subject to certain
risks  and  uncertainties  that  could cause actual results to differ materially
from  historical results or anticipated results, including those set forth under
"Risk  Factors"  in  this  Management's  Discussion  and  Analysis  of Financial
Condition  and  Results  of  Operations"  and  elsewhere  in  this  report.  The
following  discussion  and analysis should be read in conjunction with the
Company's  financial  statements  and  notes thereto included  elsewhere  in
this  report.

OVERVIEW

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

                                      -8-
<PAGE>

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

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

     In February 2003, the Company completed a 2.7:1 forward stock split of its
issued and outstanding common stock.  In March 2003, the Company completed a
10:1 forward stock split of its issued and outstanding common stock.  The
effects of both stock splits have been retroactively reflected in this report on
Form 10-KSB unless otherwise stated.

     On April 14, 2003, the Company 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 exchange, the Company 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 a wholly-owned subsidiary
of the Company.  As a result of the acquisition of World Golf Florida, and the
change in business focus, Novus Laboratories changed its name to The World Golf
League, Inc.

     Novus Shareholders agreed to raise the Company a minimum of $500,000 or
they would cancel 30,000,000 post-split shares of their common stock. The
company and the Novus Shareholders amended the terms of the Share Exchange
Agreement to provide that a portion of the proceeds received from the sale of
the shares by the former Novus shareholders would be delivered to the Company in
lieu of canceling the shares. Through December 31, 2003, this arrangement
resulted in the Company receiving an aggregate of $376,203, of which a
significant portion was paid to the Florida Attorney General as discussed below.

     In  addition, the Share Exchange Agreement stated that in the event
$1,000,000 was not raised by 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 Share Exchange
Agreement.  As $1,000,000 was not raised, World Golf will be issuing an
additional 30,000,000 shares of its restricted common stock to former
shareholders of World Golf Florida.

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

     The Company has added a World Championship tournament to its schedule. The
first one will be played in Scottsdale, Arizona May 13-15 2004. The Company has
also signed NHL star Phil Esposito to a one year endorsement contract.

     In March 2004, Len Mattiace, a professional golfer and PGA Tour winner,
joined The World Golf League as an official spokesperson.  Mr. Mattiace will
provide endorsement services for The World Gold League in television and print
advertising.  Phil Esposito, a professional hockey player and NHL Hall of Famer,
also joined The World Golf League as an official spokesperson to provide
endorsement services for The World Gold League in television and print
advertising under a one-year contract.

     The Company entered into a Stipulated Injunction with the State of Florida,
Office of the Attorney General in July 2003, 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.  During the fiscal year ended
December 31, 2003, the Company has paid $314,000 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.

                                      -9-
<PAGE>

     During 2003, the Company began repurchasing certain of its license
agreements based on separate agreed upon terms with the licensees. As of
December 31, 2003, the Company paid approximately $535,000 and still owed
approximately $65,000 to 3 former licensees for the repurchase of the licenses.
These repurchases also resulted in the reduction of license fee receivable and
deferred license fees of $442,000 in the accompanying audited balance sheet at
December 31, 2003.

     Effective July 31, 2003 the Company entered into a consulting agreement
whereby the consultant is to provide various marketing services to the Company.
The initial term of the agreement is for one year but may be extended for
periods of not less than six months, which would include increases in the
consultant's compensation of not less than 25%.  At the commencement of the
agreement, the consultant received 4,818,200 shares of the Company's common
stock as payment for one-half of the consultant's initial costs.  Per the
agreement, the consultant is to be paid a commission of 25% of the membership
fee for each new member generated and 25% for each membership renewal.  If
certain performance levels are achieved, the consultant is also eligible for
cash bonuses ranging from $25,000 to $250,000 and stock bonuses ranging from
25,000 shares to 500,000 shares of the Company's common stock.

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2002

     Sales revenue decreased $309,799 or 96.8% from $320,002 for the fiscal year
ended December 31, 2002 to $10,203 for the fiscal year ended December 31, 2003.
The significant decrease in sales revenue was due to the decrease in membership
and license fee revenue as the Company refocused its efforts from relying on
licensees to market its concept to marketing the concept internally.

                                      -10-
<PAGE>

     Operating, general and administrative expenses increased $3,328,255 or
312% from $1,067,735 for the fiscal year ended December 31, 2002 to $4,395,990
for the fiscal year ended December 31, 2003.  The increase in general and
administrative expenses was primarily due to the significant increase in common
stock and options issued for consulting services during 2003.

     Cost of recapitalization increased from $0 for the fiscal year ended
December 31, 2002 to $769,980 for the fiscal year ended December 31, 2003. The
cost of recapitalization was a result of the Company entering into a Share
Exchange Agreement whereby the Company exchanged 100% of its outstanding common
stock for the common stock of a public shell, Novus Laboratories, Inc., a
Delaware corporation.

     License fee reimbursement expense increased from $0 for the fiscal year
ended December 31, 2002 to $579,048 for the fiscal year ended December 31, 2003.
The license fee reimbursement expense reflects the repurchase of 19 licenses
during 2003.

     Settlement expense decreased from $192,000 for the fiscal year ended
December 31, 2002 to $0 for the fiscal year ended December 31, 2003 due to a
potential lawsuit with a shareholder being settled in 2002.

     Net operating loss increased $4,485,283 or 356% from a net operating loss
of $(1,259,735) for the fiscal year ended December 31, 2002 to a net operating
loss of $(5,745,018) for the fiscal year ended December 31, 2003.  The increase
in net operating loss is principally due to the reduction in revenues, the
increase in operating, general and administrative expenses, the increase in
cost of recapitalization, and the increase in license fee reimbursement expense
in 2003.

     Interest expense decreased from $26,380 for the fiscal year ended December
31, 2002 to $6,606 for the fiscal year ended December 31, 2003.

     As of December 31, 2003, the Company had an accumulated deficit of
$10,543,317.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2003, the Company's cash totaled $69,957 and total
current assets were $91,207.  Total current liabilities were $757,786 as of
December 31, 2003, resulting in the Company having negative net working capital
of $666,579 at December 31, 2003.

     The Company had net cash used in its operating activities of $1,890,032 for
the year ended December 31, 2003, as compared to net cash used in its operating
activities of $630,047 for the year ended December 31, 2002. Cash flows used in
operating activities for the year ended December 31, 2003 were a result of the
net loss of $5,741,421 and a decrease in accounts payable of $475,631, offset by
preferred stock issued as compensation of $50,000, issuance of stock options for
services of $899,480, common stock issued for services of $3,297,925, a decrease
in other assets of $1,925, and an increase in accrued liabilities of $75,541.
Cash flows used in operating activities for the year ended December 31, 2002
were a result of the net loss of $966,113 and an increase in other assets of
$3,300, offset by common stock issued as settlement expense of $192,000, an
increase in accounts payable of $121,746 and an increase in accrued liabilities
of $24,106.

                                      -11-
<PAGE>

     Net cash used in investing activities was $13,424 for the fiscal year ended
December 31, 2003, compared to net cash used in investing activities of $2,598
for the fiscal year ended December 31, 2002.

     Cash flows from financing activities represented the Company's principal
source of cash during the fiscal years ended December 31, 2003 and 2002. Cash
flows from financing activities during the fiscal year ended December 31, 2003
were $1,973,165 resulting primarily from proceeds from the issuance of a payable
to the company's principal executive officer in the amount of $33,000, proceeds
from the issuance of common stock of $1,680,798, cash contributed by
stockholders of $376,203, and cash contributed upon recapitalization of $49,980.
Cash flows from financing activities during the fiscal year ended December 31,
2002 were $632,893 resulting primarily from proceeds from the issuance of common
stock of $699,400 which was offset by a $40,000 repayment of a payables to
stockholder and a $26,507 decrease in book overdraft.

     World Golf restructured in 2003 and purposely did not generate any member
revenues. We went public in April 2003 through a reverse merger transaction,
raised over 1 million in capital which we used to re-purchase license
agreements, pay a portion the prize pool from the 2001 golf tournament and begin
our advertising campaign for 2004. We expect 2004 to be our best year ever. We
have invested over $400,000 in television advertising and expect to generate up
to 35,000 members from a combination of television, e-mail, telemarketing and
grass roots marketing through a network of sales associates. We also plan to
raise additional capital through a private placement to be used for continued
marketing and the upgrading of The World Golf League infrastructure, including
senior and mid level managers.

     The Company expects that it will continue to use substantial sums of cash
in its operations in an amount equal to or more than that used during the fiscal
period ended December 31, 2003, which was $1,890,032. Without additional capital
funding, the Company believes it can operate at its current level of liquidity
for 12 months. There can be no assurance that any new capital would 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 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. As a result, it may require the Company to delay, curtail or
scale back some or all of its operations including future golf tournaments. The
Company does not currently have commitments for capital at this time.

                                      -12-
<PAGE>

RISK FACTORS

     Dependence Upon External Financing. It is imperative that we raise capital
to stay in business.  We require capital of approximately $500,000 to satisfy
the obligations of our past tournament and have sufficient capital to host the
2004 tournament.  The Company is taking steps to raise equity capital.  There
can be no assurance that any new capital would 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.

     Risk That We Will Be Unable to Attract New Members.  In order for the
Company to be successful in its operations, it will need to attract new members.
In the event the Company is unable to attract new members, it is unlikely that
the Company will be able to continue its business model and the Company will
likely be forced to curtail operations.

     Reliance on Key Management.  Our success is highly dependent upon the
continued services of Michael S. Pagnano, our Chief Executive Officer.  If Mr.
Pagnano were to leave us, it could have a materially adverse effect upon our
business and operations.

     Our Auditors Have Expressed Substantial Doubt About Our Ability to Continue
As a Going Concern.  Ham, Langston & Brezina, LLP, in their independent
auditors' report, have expressed "substantial doubt" as to our ability to
continue as a going concern based on operating losses we have incurred since
inception.  Our financial statements do not include any adjustments that might
result from the outcome of that uncertainty.  The going concern qualification is
also described in Note 2 of the notes to our financial  statements.

CRITICAL ACCOUNTING POLICIES

     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 of America. 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,
including those related to uncollectible receivable, investment values, income
taxes, the recapitalization and contingencies. 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.

                                      -13-
<PAGE>

     We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:

Revenue Recognition

     Annual  membership  fee and royalty revenue are recognized ratably over the
year.

     Historically,  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.
During  2003,  the  Company  re-purchased  most  of  the  licenses.

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".

                                      -14-
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                           THE WORLD GOLF LEAGUE, INC.




                              FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                        i

<PAGE>



                           THE WORLD GOLF LEAGUE, INC.
                                TABLE OF CONTENTS

                                                     PAGE(S)
                                                     -------

Report of Independent Accountants                      F-1

Financial Statements:

  Balance Sheet as of December 31, 2003                F-2

  Statement of Operations for the years ended
    December 31, 2003 and 2002                         F-3

  Statement of Cash Flows for the years ended
    December 31, 2003 and 2002                         F-4

  Statement of Stockholders' Deficit for the
    years ended December 31, 2003 and 2002             F-5

Notes to Financial Statements                          F-6


                                       ii

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------


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


We  have  audited  the accompanying balance sheet of The World Golf League, Inc.
(the  "Company")  as  of  December  31,  2003,  and  the  related  statements of
operations,  stockholders'  deficit  and cash flows for the years ended December
31,  2003  and  2002.  These  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of The World Golf League, Inc. as
of  December  31, 2003, and the results of its operations and its cash flows for
the  years  ended  December  31,  2003  and  2002  in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 2 to the 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  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.






Houston, Texas
March 12, 2004



                                       F-1

<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003


ASSETS
------
<S>                                                            <C>
Current assets:
  Cash and cash equivalents                                    $     69,957
  License fee receivable, current                                    21,250
                                                               -------------

    Total current assets                                             91,207

Property and equipment, net                                          19,674
License fee receivable, net of current portion                       20,000
Other assets                                                          1,875
                                                               -------------

      Total assets                                             $    132,756
                                                               =============


LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
  Accounts payable                                             $     67,174
  Accrued liabilities                                               336,362
  Notes payable to prize winners                                    300,000
  Payable to stockholders                                            33,000
  Deferred license fee revenue, current                              21,250
                                                               -------------

    Total current liabilities                                       757,786

Deferred license fee revenue, net of current portion                 20,000
                                                               -------------

    Total liabilities                                               777,786
                                                               -------------

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; 382,329,944 shares issued and outstanding           382,330
  Additional paid-in capital                                      9,865,898
  Treasury stock, at cost, 3,128,447 shares                        (350,941)
  Accumulated deficit                                           (10,543,317)
                                                               -------------

    Total stockholders' deficit                                    (645,030)
                                                               -------------

      Total liabilities and stockholders' deficit              $    132,756
                                                               =============

</TABLE>


                 See accompanying notes to financial statements.

                                       F-2

<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
                            STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                    2003         2002
                                                -------------  -------------
<S>                                             <C>            <C>
Revenue:
  Membership fee revenue                        $        203   $     43,150
  License fee revenue                                 10,000        276,852
                                                -------------  -------------

    Total revenue                                     10,203        320,002
                                                -------------  -------------

Operating, general and administrative expense      4,395,990      1,067,735
Cost of recapitalization                             769,980              -
License fee reimbursement expense                    579,048              -
Settlement expense                                         -        192,000
                                                -------------  -------------

      Net operating loss                          (5,745,018)    (1,259,735)
                                                -------------  -------------

Interest expense                                      (6,606)       (26,380)
                                                -------------  -------------

      Net loss                                  $ (5,741,421)  $   (966,113)
                                                =============  =============

Weighted average shares outstanding              253,660,882    194,069,425
                                                =============  =============

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

</TABLE>


                 See accompanying notes to financial statements.

                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                          THE WORLD GOLF LEAGUE, INC.
                            STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                                   2003       2002
                                                               ------------  ----------
<S>                                                            <C>           <C>
Cash flows from operating activities:
  Net loss                                                     $(5,741,421)  $(966,113)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Depreciation and amortization                                    2,149       1,514
    Preferred stock issued as compensation                          50,000           -
    Issuance of stock options for services                         899,480           -
    Common stock issued for services                             3,297,925           -
    Common stock issued as settlement expense                            -     192,000
    Changes in operating assets and liabilities:
      Other assets                                                   1,925      (3,300)
      Accounts payable                                            (475,631)    121,746
      Accrued liabilities                                           75,541      24,106
                                                               ------------  ----------

        Net cash used in operating activities                   (1,890,032)   (630,047)
                                                               ------------  ----------

Cash flows from investing activities:
  Capital expenditures                                             (13,424)     (2,598)
                                                               ------------  ----------

        Net cash used in investing activities                      (13,424)     (2,598)
                                                               ------------  ----------

Cash flows from financing activities:
  Proceeds from issuance of payable to stockholder                  33,000           -
  Payments on payable to stockholder                               (12,000)    (40,000)
  Decrease in book overdraft                                             -     (26,507)
  Proceeds from issuance of common stock                         1,680,798     699,400
  Cash contributed by stockholders                                 376,203           -
  Cash contributed upon recapitalization                            49,980           -
  Purchase of treasury stock                                      (154,816)          -
                                                               ------------  ----------

        Net cash provided by financing activities                1,973,165     632,893
                                                               ------------  ----------

Increase in cash and cash equivalents                               69,709         248

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

Cash and cash equivalents, end of year                         $    69,957   $     248
                                                               ============  ==========


Supplemental disclosure of cash flow information:
  Cash paid for interest expense                               $     6,606   $   1,380
                                                               ============  ==========

  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   $       -
                                                               ============  ==========

    Balance due for purchase of treasury stock                 $   196,125   $       -
                                                               ============  ==========
</TABLE>


                 See accompanying notes to financial statements.

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                                                    THE WORLD GOLF LEAGUE, INC.
                                                STATEMENTS OF STOCKHOLDERS' DEFICIT
                                          FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                                             ADDITIONAL
                                   PREFERRED STOCK          COMMON STOCK       PAID-IN      TREASURY    ACCUMULATED
                                   SHARES    AMOUNT     SHARES      AMOUNT     CAPITAL       STOCK        DEFICIT       TOTAL
                                  ---------  -------  -----------  --------  ------------  ----------  -------------  ------------
<S>                               <C>        <C>      <C>          <C>       <C>           <C>         <C>            <C>
Balance at December 31, 2001              -  $     -    7,621,551  $  7,622  $ 2,696,878   $       -   $ (3,835,783)  $(1,131,283)

Common stock issued for cash in
  connection with license agree-
  ments                                   -        -      342,250       342      386,908           -              -       387,250

Common stock issued as a
  settlement                              -        -      192,000       192      191,808           -              -       192,000

Common stock issued for cash              -        -      312,150       312      311,838           -              -       312,150

Net loss                                  -        -            -         -            -           -       (966,113)     (966,113)
                                  ---------  -------  -----------  --------  ------------  ----------  -------------  ------------

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 com-
  pensation                       1,000,000    1,000            -         -       49,000           -              -        50,000

Common stock issued as compen-
  sation 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)
                                  =========  =======  ===========  ========  ============  ==========  =============  ============
</TABLE>



                 See accompanying notes to financial statements.

                                       F-5


<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
                          NOTES TO FINANCIAL STATEMENTS


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

     BACKGROUND
     ----------

The  World Golf League, Inc. (the "Company") was founded in 1999 and 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  licensees  in  the  United  States  and internationally.

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

Annual  membership fee and royalty revenue are recognized ratably over the year.

The  Company  enters  into  license  agreements  with  third parties whereby the
licensee  has 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  require  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  meet  certain  market  penetration figures in its territory
annually  as  defined  in  the  agreement.  If  the  licensee  does 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 meets the performance criteria
the  license  automatically  renews  each  year  for  life.

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

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

Costs  of  advertising  and  promotions  are  expensed  as  incurred.

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

Financial instruments which subject the Company to concentrations of credit risk
include  cash  and  cash  equivalents  and  license  fee  receivables.

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.



                                    Continued

                                       F-6

<PAGE>

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


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

     CONCENTRATIONS  OF  CREDIT  RISK,  CONTINUED
     --------------------------------------------

License fee receivables arise from the sale of new licenses to various companies
or  individuals  throughout the world.  Collateral is generally not required for
credit  granted.

     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

                                       F-7

<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
                    NOTES TO 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  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities,"  which addresses financial accounting and
reporting  for  costs associated with exit or disposal activities and supersedes
Emerging  Issues  Task Force ("EITF") Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain  Costs  Incurred in a Restructuring)." SFAS No. 146 requires
companies  to  recognize  costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. In addition, SFAS No. 146 establishes that fair value is the objective for
initial  measurement  of  the  liability.  SFAS No. 146 is effective for exit or
disposal  activities  initiated  after  December 31, 2002, but early adoption is
permitted.  The adoption of SFAS No. 146 did not have an impact on the Company's
financial  position  or  results  of  operations.

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 FASB Interpretation (FIN) No. 46 "Consolidation
of  Variable  Interest Entities." FIN No. 46 requires a company to consolidate a
variable interest entity ("VIE") if the company has variable interests that give
it  a  majority  of  the  expected losses or a majority of the expected residual
returns  of  the entity. Prior to FIN No. 46, VIE's were commonly referred to as
SPE's.  FIN  No. 46 is effective immediately for VIE's created after January 31,
2003.  This  interpretation  did  not  have  a  material effect on the Company's
financial  condition  or  results  of  operations.


                                    Continued

                                       F-8

<PAGE>

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


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

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

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,
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.


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

During  the years ended December 31, 2003 and 2002, the Company has continued to
accumulate  payables  to its vendors and to the golfers who have won prize money
and  has  experienced  negative  financial  results  as  follows:
<TABLE>
<CAPTION>



                                             2003         2002
                                         -------------  ------------
<S>                                      <C>            <C>
    Net loss                             $ (5,741,421)  $  (966,113)

    Negative cash flows from operations  $ (1,890,032)  $  (630,047)

    Negative working capital             $   (666,579)  $(1,218,195)

    Accumulated deficit                  $(10,543,317)  $(4,801,896)

    Stockholders' deficit                $   (645,030)  $(1,205,996)
</TABLE>






                                    Continued

                                       F-9

<PAGE>

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


2.     GOING  CONCERN  CONSIDERATIONS,  CONTINUED
       ------------------------------------------

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.


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.)  remains  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 reverse merger and both
stock  splits.





                                    Continued

                                      F-10

<PAGE>

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


3.     RECAPITALIZATION,  CONTINUED
       ----------------------------

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, 2003, 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. anticipates issuing an additional 30,000,000
shares  of its restricted common stock to the original stockholders of The World
Golf  League,  Inc.


4.     LICENSE  FEE  RECEIVABLE
       ------------------------

License  fee  receivables consist of installment payments due from the licensees
for  initial license fees.  An allowance for doubtful accounts is provided, when
appropriate,  based  on past experience and other factors which, in management's
judgment,  deserve  current  recognition in estimating probable bad debts.  Such
factors  include  circumstances with respect to specific receivables, growth and
composition  of  receivables,  the  relationship  of  the allowance for doubtful
accounts  to  receivables  and  current economic conditions.  As of December 31,
2003  the  allowance  for  doubtful  accounts  is  $35,000.


5.     PROPERTY  AND  EQUIPMENT
       ------------------------

Property  and  equipment  consisted  of  the  following  at  December  31, 2003:

       Furniture  and  equipment          $   24,375
       Leasehold  improvements                 1,030
                                          ----------

                                              25,405
       Less:  accumulated  depreciation       (5,731)
                                          ----------

         Property  and  equipment,  net   $   19,674
                                          ==========


Depreciation  expense  for the years ended December 31, 2003 and 2002 was $2,149
and  $1,514,  respectively.


                                    Continued

                                      F-11


<PAGE>

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


6.     INCOME  TAXES
       -------------

The Company has incurred losses since its inception and, therefore, has not been
subject  to  federal income taxes.  As of December 31, 2003, the Company had net
operating  loss  ("NOL")  carryforwards for income tax purposes of approximately
$5,000,000 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,  2003  are  as  follows:

       Deferred  tax  assets:
         Net  operating  losses        $1,722,586
         Valuation  allowance          (1,722,586)
                                       ----------

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


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, 2003 and
2002  is  as  follows:
<TABLE>
<CAPTION>


                                                   2003                         2002
                                 ------------------------------------  -------------------
                                           AMOUNT                %       AMOUNT      % _
                                 ---------------------------  -------  ----------  -------
<S>                              <C>                          <C>      <C>         <C>
    Benefit for income tax at
      federal statutory rate     $               (1,952,083)  (34.0)%  $(328,478)  (34.0)%
    Increase in valuation
      allowance                                     502,103      8.7     260,123     26.9
    Expenses not deductible for
      tax purposes                                1,449,980     25.3      68,355      0.7
                                 ---------------------------  -------  ----------  -------

                                 $                        -      0.0%  $       -      0.0%
                                 ===========================  =======  ==========  =======

</TABLE>



7.     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.


                                    Continued

                                      F-12

<PAGE>

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


8.     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.


9.     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  of  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. Options to purchase
2,700,000  shares  of  common  stock  were  exercised and in lieu of the Company
receiving  cash  proceeds  from  the  CEO, the payable to the CEO was reduced by
$80,942  and  compensation  of $56,758 was recorded. As such, as of December 31,
2003,  options  to  purchase 1,300,000 shares of common stock remain outstanding
under  this  Plan.

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 and earnings 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

                                      F-13

<PAGE>

                           THE WORLD GOLF LEAGUE, INC.
           SELECTED NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



9.     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.  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 the 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

                                      F-14

<PAGE>

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


9.     STOCK  OPTION  PLANS,  CONTINUED
       --------------------------------

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

  Risk-free  interest  rate   5%
  Dividend  yield             -0-
  Volatility  factor          100%
  Expected  life              45-90  days


10.     COMMITMENTS  AND  CONTINGENCIES
        -------------------------------

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

During  the  year ended December 31, 2003 the Company began repurchasing certain
of  its  license  agreements  based  on  separate  agreed  upon  terms  with the
licensees.  As  of December 31, 2003 the Company paid approximately $535,000 and
still owed approximately $65,000 to 3 former licensees for the repurchase of the
licenses.  These  repurchases  also  resulted  in  the  reduction of license fee
receivable  and  deferred  license  fees of $442,000 in the accompanying balance
sheet  at  December  31,  2003.

Per  certain  of  the  license  agreements, the Company is required to issue one
share  of  its common stock for each two dollars of the initial license fee paid
by  the  licensee.  As  of  December  31, 2003 the Company is committed to issue
41,250  shares  of  its  common  stock to certain licensees once the installment
payments  on  their  initial  license  fee  are  received.

     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,  2004 with an option to renew for an additional year.
Rent  expense  was  approximately  $34,000  and  $32,355  during the years ended
December  31,  2003  and  2002,  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.  These
notes  bear  interest  at  5%  per year and all principal and interest is due in
September  2004.

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.


                                    Continued

                                      F-15

<PAGE>

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



10.     COMMITMENTS  AND  CONTINGENCIES,  CONTINUED
        -------------------------------------------

CONSULTING  AGREEMENT
---------------------

Effective  July 31, 2003 the Company entered into a consulting agreement whereby
the  consultant  is  to  provide various marketing services to the Company.  The
initial term of the agreement is for one year but may be extended for periods of
not  less  than  six  months,  which would include increases in the consultant's
compensation  of  not  less than 25%.  At the commencement of the agreement, the
consultant  received  4,818,200  shares of the Company's common stock as payment
for  one-half  of  the  consultant's  initial  costs.  Per  the  agreement,  the
consultant  is to be paid a commission of 25% of the membership fee for each new
member  generated  and  25% for each membership renewal.  If certain performance
levels  are  achieved,  the consultant is also eligible for cash bonuses ranging
from $25,000 to $250,000 and stock bonuses ranging from 25,000 shares to 500,000
shares  of  the  Company's  common  stock.


11.     RELATED  PARTY  TRANSACTIONS
        ----------------------------

Included in consulting expense for the years ended December 31, 2003 and 2002 is
approximately  $160,750  and  $138,000,  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.

Included  in  accrued  liabilities  in  the  December  31, 2003 balance sheet is
$50,000  of  interest  due  to  a  stockholder  of  the  Company.



                                      F-16

<PAGE>


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

     Effective May 20, 2003, the client-auditor relationship between the Company
and Parker &  Co., Chartered Accountants, a Professional Accountancy Corporation
("Parker") ceased as the former accountant was dismissed.

     Parker's report on the financial statements of the Company from the date of
its incorporation on September 29, 1998 through December 31, 2002 and any later
interim period up to and including the date the relationship with  Parker ceased
did not contain any adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles.

     In connection with the audit of the Company's two most recent fiscal years
ending December 31, 2002 and any later interim period, including the interim
period up to and including the date the relationship with Parker ceased, there
have been no disagreements with Parker on any matters of accounting principles
or practices, financial statement disclosure of auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Parker would have
caused Parker to make reference to the subject matter of the disagreement(s) in
connection with its report on the  Company' financial statements.  Since the
Company's incorporation on September  29, 1998, there have been no reportable
events as defined in Item  301(a)(1)(v)  of  Regulation  S-K.

     The Company authorized Parker to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
independent accountant.  The Company requested that Parker review the disclosure
and Parker was given an opportunity to furnish the Company with a letter
addressed to the Commission containing any new information, clarification of the
Company's expression of its  views, or the respect in which it does not agree
with the statements made by the Company.  Such letter was filed as an exhibit to
the report on Form 8-K filed with the Commission on May 30, 2003.

                                      -15-
<PAGE>

     Effective June 4, 2003, the Company engaged Ham, Langston & Brezina, LLP to
serve as its principal independent public accountant.  The  Company  has not
previously consulted with Ham, Langston & Brezina, LLP regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or (ii) the type of audit opinion that might be rendered
on the Company's financial statements; or (iii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) between the Company and Parker &  Co.,
Chartered Accountants, a Professional Accountancy Corporation, the Company's
previous independent accountant, as there were no such disagreements or an other
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K) from the
Company's incorporation on September 29, 1998 through December 31, 2002 and  any
later interim period, including the interim period up to and including the date
the relationship with Parker ceased.  Neither has the Company received any
written or oral advice concluding there was an important factor to be considered
by the Company in reaching a decision as to an accounting, auditing, or
financial reporting issue.  Ham, Langston & Brezina, LLP reviewed the disclosure
required by Item 304(a) before it was filed with the Commission and was provided
an opportunity to furnish the Company with a letter addressed to the Commission
containing any new information, clarification of the Company's expression of its
views, or the respects in which it does not agree with the statements made by
the Company in response to Item 304(a).  Ham, Langston & Brezina, LLP did not
furnish a letter to the Commission.

ITEM 8A.  CONTROLS AND PROCEDURES

     (a)     Evaluation of disclosure controls and procedures. The Company's
chief executive officer and principal 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 period covered by this annual report (the "Evaluation Date"), has
concluded that as of the Evaluation Date, the Company's disclosure controls and
procedures were adequate and designed to ensure that material information
relating to the Company and its consolidated subsidiaries would be made known to
him by others within those entities.

     (b)     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 that materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

                                      -16-
<PAGE>

                                    PART III

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

     Each of our directors is elected by the stockholders to a term of one
year and serves until his or her successor is elected and qualified.
Each of the officers is elected by the Board of Directors to a term
of one year and serves until his or her successor is duly elected and
qualified, or until he or she is removed from office. The Board of
Directors has no nominating, auditing or compensation committees.

The Directors and Officers of the Company are as follows:
<TABLE>
<CAPTION>


                                                               Served as a
 Name                  Age      Position                     Director Since:
----                   ---      --------                     ---------------
<S>                                        <C>  <C>                       <C>
Michael S. Pagnano     53  Chief Executive Officer,           December 1999
                           President and Director

William Page           52  Director                           February 2003

King Simmons           42  Director                           February 2003
</TABLE>


     Michael S. Pagnano has served as the Company's Chief Executive Officer and
Director since the Company's incorporation on December 27, 1999.  Prior thereto,
from May 1986 through December 1999, Mr. Pagnano served as the President of
Competitive Strategies Corp.  Mr. Pagnano received a Bachelors degree in
Business Administration from St. Peters College.

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

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

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

                                      -17-
<PAGE>

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the securities Exchange Act of 1934, 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 Securities and Exchange 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
fiscal 2003. Based on stockholder filings with the SEC, Michael S. Pagnano,
William Page and King Simmons are subject to Section 16(a) filing requirements.

CODE OF ETHICS

     The Board of Directors adopted a Code of Ethics in April 2004, meeting the
requirements of Section 406 of the Sarbanes-Oxley Act of 2002. 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 contact Michael S.
Pagnano, Chief Executive Officer, 258 East Altamonte Springs, Florida 32701.

Item 10. Executive Compensation

     Compensation paid to Officers and Directors is set forth in the Summary
Compensation Table below.  The Company may reimburse its Officers and Directors
for any and all out-of-pocket expenses incurred relating to the business of the
Company.

<TABLE>
<CAPTION>


                     SUMMARY COMPENSATION TABLE

                                                        LONG-TERM COMPENSATION
                                                   ----------------------------------
                            ANNUAL COMPENSATION          AWARDS       PAYOUTS
                          -----------------------  ------------------ -------
                                                           SECURITIES
                                                            UNDERLY-
                                           OTHER     RE-      ING               ALL
                                           ANNUAL  STRICTED OPTIONS/           OTHER
NAME AND PRINCIPAL                         COMPEN-  STOCK     SARs     LTIP    COMPEN-
     POSITION       YEAR  SALARY   BONUS   SATION  AWARD(S) (NUMBER)  PAYOUTS  SATION
------------------  ----  -------  -----   ------  -------- --------  -------  ------
<S>                                                 <C>       <C>           <C>  <C>
Michael Pagnano,    2003  $160,750(1)-       --       --      --        --       --
CEO, President,     2002  $138,000  --       --       --      --        --       --
and Director        2001  $0        --       --       --      --        --       --

William Page,       2003  $0        --       --   $35,000(2)  --        --       --
Director,           2002  $0        --       --       --      --        --       --
                    2001  $0        --       --       --      --        --       --

King Simmons,       2003  $0        --       --   $35,000(2)  --        --       --
Director,           2002  $0        --       --       --      --        --       --
                    2001  $0        --       --       --      --        --       --

James Markovich,    2003  $0        --       --       --      --        --       --
Former Secretary,   2002  $0        --       --       --      --        --       --
Treasurer and       2001  $0        --       --       --      --        --       --
Director

<FN>


(1)     In August 2003, the Company granted Michael Pagnano, the Company's CEO, stock options to buy 4,000,000 shares of the
Company's common stock at an exercise price of $.051 per share.  Mr. Pagnano exercised a portion of these options in lieu of
$56,758 owed to him by the Company for consulting services, as described in detail in "Item 12, Certain Relationships and Related
Transactions."

(2)     William Page and King Simmons each received 1,000,000 shares of the Company's 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.  The Company will
not pay any additional amounts or enter into any other arrangements regarding the compensation of Directors.
</TABLE>

                                      -18-
<PAGE>

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

The following table sets forth information as of April 12, 2004, with respect to
the beneficial ownership of the 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 the common stock:

<TABLE>
<CAPTION>


    Name and Address of                  Shares Owned          % of Class
    Beneficial Owner                    Beneficially(1)           Owned
-------------------                   ---------------           ---------
<S>                                             <C>                <C>
    Michael S. Pagnano                    350,662,520(2)(3)       49.5%
    258 East Altamonte Drive
    Altamonte Springs, Florida 32701

    William Page                            2,280,851                *
    258 East Altamonte Drive
    Altamonte Springs, Florida 32701

    King Simmons                              172,157                *
    258 East Altamonte Drive
    Altamonte Springs, Florida 32701

All Officers and Directors                353,115,528(2)          49.8%
as a Group (3 people)
--------------
<FN>


(1)     Beneficial ownership has been determined in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended.  Generally, a person is deemed to be the beneficial owner of a
security if he has the right to acquire voting or investment power within 60 days of the date of
this report on Form 10-KSB.

(2)     Includes 3,443,151 shares held of record by Maryann R. Pagnano, the wife of Michael S.
Pagnano, our Chief Executive Officer.

(3)     Includes 1,000,000 shares of Series A Preferred Stock which vote 300,000,000 shares on all
stockholder matters.

*     Less than 1%.
</TABLE>

                                      -19-
<PAGE>


     There are no beneficial owners of more than five percent (5%) of our Common
Stock and our Series A Preferred Stock aggregated together other than our
President, Chief Executive Officer and Chairman of the Board of Directors,
Michael S. Pagnano.

     This table is based upon information derived from our stock records.
Unless otherwise indicated, we believe that each of the stockholders named in
this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned.  Except as otherwise noted herein, we
are not aware of any arrangements which may result in a change in our control.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In August 2003, the Company granted Michael Pagnano, the Company's CEO,
stock options to buy 4,000,000 shares of the Company's common stock at an
exercise price of $.051 per share.  Two Non-Employee Directors (as that term is
defined in Rule 16b-3(b)(3)) on the Company's 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 owed by the Company to Mr.
Pagnano.  In February 2004, Mr. Pagnano exercised his option to acquire the
remaining 1,300,000 shares of common stock in exchange for the cancellation of
$66,300 of partial indebtedness owed by the Company 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, the Company issued 1,000,000 shares of Series A
Preferred Stock to Mr. Pagnano, the Company's CEO, pursuant to his employment
agreement.  Each share of Series A Preferred Stock is entitled to 300 votes and,
with respect to liquidation, dissolution or winding up, ranks senior to the
Company's common stock.

     Included in consulting expense for the years ended December 31, 2003 and
2002 is approximately $160,750 and $138,000, respectively, paid to Mr. Pagnano,
the CEO of the Company, for consulting services.

     During October 2003, Michael Pagnano, the CEO of the Company, advanced
$33,000 to the Company.  This payable is non-interest bearing, uncollateralized
and due on demand.

     In October, 2003, William Page and King Simmons each received 1,000,000
shares of the Company's 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.

                                      -20-
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>


     (a)  EXHIBITS

 Exhibit No.     Description of Exhibit
----------       ----------------------
<C>         <S>                                     <C>
       2.1        Exchange Agreement                  (1)

       3.1        Certificate of Incorporation        (2)

       3.2        Certificate of Correction           (2)

       3.3        Certificate of Amendment            (2)

       3.4        Certificate of Amendment            (3)

       3.5        Certificate of Amendment            (4)

       3.5        Certificate of Amendment            (5)

       3.7        Certificate of Designation          (5)

       3.8        Bylaws                             (2)

      10.1        Consulting Services Agreement
                  with Scott Elliott                 (6)

      10.2        Consulting Services Agreement
                  with Harvey Levin                  (6)

      10.3        Consulting Services Agreement
                  with David Loev                    (7)

      10.4        Consulting Services Agreement
                  with Bryan Fisher                  (7)

      10.5        Consulting Services Agreement
                  with James A, Reskin               (8)

      16.1        Letter from Parker & Company,
                  Chartered Accountants              (9)

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

        32        Certificate of the Chief Executive
                  Officer and Chief Financial Officer
                  pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002          *
</TABLE>



(1)     Filed as Exhibit 2.1 to report on Form 8-K filed on February 20, 2003,
and incorporated herein by reference.

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

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

                                      -21-
<PAGE>

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

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

(6)     Filed as Exhibits 4.1 and 4.2 to the registration statement on Form 10
S-8 filed on July 21, 2003, and incorporated herein by reference.

(7)     Filed as Exhibits 4.3 and 4.4 to the registration statement on Form 10
S-8 filed on July 24, 2003, and incorporated herein by reference.

(8)     Filed as Exhibit 4.5 to the registration statement on Form 10 S-8 POS
filed on July 21, 2003, and incorporated herein by reference.

(9)     Filed as Exhibit 15.1 to report on Form 8-K filed on May 30, 2003, and
incorporated herein by reference.

*     Filed herewith as an exhibit.

     (b)  REPORTS ON FORM 8-K

     The Company filed a report on Form 8-K on October 10, 2003, to report an
amendment to the certificate of incorporation regarding an increase in the
authorized shares a Certificate of Designation establishing the designations,
preferences, limitations and relative rights of 1,000,000 shares of Series A
Preferred Stock.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

     The aggregate fees billed for each of the fiscal years ended December 31,
2003 and 2002 for professional services rendered by the principal accountant for
the audit of the Company's annual financial statements was $17,500 and $10,500,
respectively.  The aggregate fees billed for each of the fiscal years ended
December 31, 2003 and 2002 for professional services rendered by the principal
accountant for review of the financial statements included in the registrant's
Form 10-QSB or for services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was $12,531 and $5,000, respectively.

AUDIT RELATED FEES

None.

TAX FEES

     The aggregate tax fees were $1,600 for the fiscal year ended December 31,
2002.

ALL OTHER FEES

     The aggregate fees billed for each of the fiscal years ended December 31,
2003 and 2002 for products and services provided by the principal accountant,
other than the services reported above was $0 and $0, respectively.

                                      -22-
<PAGE>

                         SIGNATURES

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


                                            THE WORLD GOLF LEAGUE, INC.

DATED: April 14, 2004                    By: /s/ Michael S. Pagnano
                                             ------------------------
                                             Michael S. Pagnano
                                             Chief Executive Officer


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

NAME     TITLE                         DATE

/s/ Michael S. Pagnano     Chief Executive Officer          April 14, 2004
----------------------     Chief Financial Officer
Michael S. Pagnano         and Director
                           (Principal Executive Officer)


/s/ William Page           Director                         April 14, 2004
----------------------
William Page


/s/ King Simmons           Director                         April 14, 2004
----------------------
King Simmons

                                      -23-
<PAGE>

EXHIBIT 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael S. Pagnano, certify that:

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

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

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

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

a)   Designed such disclosure controls and procedures, or caused such disclosure
     controls and procedures to be designed under my supervision, to ensure that
     material information relating to the small business issuer, including its
     consolidated subsidiaries, is made known to me by others within those
     entities, particularly during the period in which this report is being
     prepared;

b)   Paragraph omitted in accordance with SEC transition instructions contained
     in SEC Release No. 33-8238;

c)   Evaluated the effectiveness of the small business issuer's disclosure
     controls and procedures and presented in this report my conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the small business issuer's internal
     control over financial reporting that occurred during the small business
     issuer's fourth fiscal quarter that has materially affected, or is
     reasonably likely to materially affect, the small business issuer's
     internal control over financial reporting; and

5.     I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and the audit
committee of small business issuer's board of directors (or persons performing
the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the small business issuer's ability to record,
     process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the small business issuer's
     internal control over financial reporting.

Date:  April 14, 2004


                                   By: /s/Michael S. Pagnano
                                   -------------------------------
                                   Michael S. Pagnano,
                                   Chief Executive Officer and
                                   Chief Financial Officer

<PAGE>

EXHIBIT 32


CERTIFICATION OF 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


I, Michael S. Pagnano, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of The World Golf League, Inc. on Form 10-KSB for the fiscal year ended
December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and that information contained in such
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of The World Golf League, Inc.


                                     By:/s/ Michael S Pagnano
                                     --------------------------
                                     Name:  Michael S. Pagnano
                                     Title: Chief Executive Officer and
                                     Chief Financial Officer

April 14, 2004

<PAGE>