Heathrow Natural Food & Beverage S8 Registration of securities for employees

Registration No. 333- __________

As filed with the Securities and Exchange Commission on March 6, 2007

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________________

WGL ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	95-0201235
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

963 HELMSLEY COURT, UNIT 107

LAKE MARY, FLORIDA 32746

(407) 328-8538

(Address, including zip code, and telephone number, including area code, of principal executive offices)

2007 STOCK INCENTIVE PLAN

(Full title of the plan)

MICHAEL S. PAGNANO, CHIEF EXECUTIVE OFFICER

WGL ENTERTAINMENT HOLDINGS, INC.

963 HELMSLEY COURT, UNIT 107

LAKE MARY, FLORIDA 32746

(407) 328-8538

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of securities	Amount to be	offering price per	aggregate offering price	Amount of registration fee
to be registered	registered	share*
Common Stock	500,000,000	$.01	$5,000,000.00	$153.50
($.001 par value) shares	shares

* Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations under the Securities Act of 1993, based upon the average of the high and low selling prices per share of common stock of the Registrant on March 5, 2007.

PART I Information Required in the Section 10(a) Prospectus

Item 1. Plan Information.

The documents containing the information specified in Item 1 will be sent or given to participants in the Registrant's 2007 Stock Incentive Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement on Form S-8 or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement on Form S-8 pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement on Form S-8 (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) or additional information about the 2007 Stock Incentive Plan are available without charge by contacting:

Michael S. Pagnano, Chief Executive Officer

WGL Entertainment Holdings, Inc.

963 Helmsley Court, Unit 107

Lake Mary, Florida 32746

(407) 328-8538

PART II Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement on Form S-8 the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents:

- Reference is made to the Registrant's annual report on Form 10-KSB, as filed with the SEC on April 21, 2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's quarterly report on Form 10-QSB, as filed with the SEC on May 22, 2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's current report on Form 8-K, as filed with the SEC on May 25, 2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's current report on Form 8-K, as filed with the SEC on July 5, 2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's quarterly report on Form 10-QSB, as filed with the SEC on August 21, 2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's current report on Form 8-K, as filed with the SEC on August 28, 2006, which is hereby incorporated by reference.

- Reference is made to the Registrant’s Registration Statement on Form S-8, as filed with the SEC on November 1, 2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's quarterly report on Form 10-QSB, as filed with the SEC on November 20, 2007, 2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's current report on Form 8-K, as filed with the SEC on ----March 5, 2007, which is hereby incorporated by reference.

- The description of the Company's securities, which is incorporated by reference into the Company's Registration Statement on Form 10SB-12G, filed on April 26, 2002, as amended, pursuant to the Exchange Act, and contained in the Company's Registration Statement on Form SB-2, as amended, under the caption "Description of Capital Stock", Registration No. 333-129436, filed on November 16, 2005, pursuant to the Securities Act.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's board of directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Section 102 of the Delaware General Corporation Law authorizes a corporation to eliminate or limit the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty under certain circumstances. The Registrant’s Certificate of Incorporation, as amended, does not incorporate the provisions of Section 102 of the Delaware General Corporation Law. In the event that the Registrant further amends its Certificate of Incorporation to provides that its directors shall not be liable for monetary damages for breach of their fiduciary duties as directors to the Company or its stockholders, such amendment would not eliminate the fiduciary duty of the directors, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief would remain available under Delaware law. In any event, each director of the Registrant will continue to be subject to liability for breach of his or her duty of loyalty to the Company for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law.

Item 7. Exemption from Registration Claimed.

None.

Item 8. Exhibits.

EXHIBIT

NUMBER EXHIBIT

4.1	WGL Entertainment Holdings, Inc.
	2007 Stock Incentive Plan

5.1	Opinion of Black Swan Legal Counsel, PLLC

23.1	Consent of Malone & Bailey, PC, Independent Auditors

23.2	Consent of Black Swan Legal Counsel, PLLC is contained in Exhibit 5.1.