Registration No. 333-
--------
As filed with the Securities and Exchange Commission on July 24, 2003
---------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
THE WORLD GOLF LEAGUE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-0201235
(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)
2003 CONSULTANT SERVICES
(Full title of the plan)
Copy to:
Michael S. Pagnano
Chief Executive Officer Russell T. Alba, Esquire
258 EAST ALTAMONTE DRIVE Foley & Lardner
ALTAMONTE SPRINGS, FLORIDA, 32701 100 North Tampa Street, Suite 2700
(407) 331-6272 Tampa, Florida 33602
(Name, Address and telephone number, (813) 229-2300
including area code, of agent for service)
---------------------------------
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Maximum Amount of
to be Registered Registered Maximum Aggregate Offering Registration Fee
Offering Price Price
Per Share
Common Stock, 2,166,667 $ .024(1) $ 52,000(1) $ 4.21
..001 par value
<FN>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee based on the average (any day within five days)
INCORPORATION BY REFERENCE
OF
EARLIER REGISTRATION STATEMENT
The World Golf League, Inc. has previously registered 34,000,000 shares of
its common stock, par value $.001 per share of Common Stock for issuance under
the 2003 Consultants Services Plan for The World Golf League, Inc. (the "Plan").
The registration of such shares was effected on a form S-8 Registration
Statement filed with the Securities and Exchange Commission on July 21, 2003,
bearing the file number 333-107198 (the "Earlier Registration Statement"). This
Registration Statement is being filed to register an additional 2,166,667
securities of the same class as those for which the Earlier Registration
Statement is effective. Accordingly, pursuant to General Instruction E of Form
S-8, the contents of the Earlier Registration Statement are hereby incorporated
herein by reference.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 8. EXHIBITS.
--------
EXHIBIT NO. Exhibit
- -----------
(4.1) 2003 Consulting Services Agreement with Scott Elliott*
- -----
(4.2) 2003 Consulting Services Agreement with Harvey Levin*
- -----
(4.3) 2003 Consulting Services Agreement with David Loev
- -----
(4.4) 2003 Consulting Services Agreement with Bryan Fisher
- -----
(5) Opinion of Foley & Lardner
- ---
(23.1) Consent of Parker & Co.
- ------
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
- ------
(24) Power of Attorney relating to subsequent amendments (included on the
- ---- signature page to this Registration Statement)
* Previously filed.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
---------------
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Altamonte Springs, and State of Florida, on this
24th day of July, 2003.
WORLD GOLF LEAGUE, INC.
By: /s/ Michael S. Pagnano
----------------------------
Michael S. Pagnano
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Michael S. Pagnano his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him and in his, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
TITLE DATE
----------------------------- -------------
SIGNATURE
- ------------------
Chief Executive Officer July 24, 2003
/s/ Michael S. Pagnano (Principal Executive Officer)
- ----------------------
Michael S. Pagnano
Chief Financial Officer July 24, 2003
/s/ Michael S. Pagnano (Principal Executive Officer)
- -----------------------
Michael S. Pagnano
/s/ Michael S. Pagnano Director July 24, 2003
- -----------------------
Michael S. Pagnano
/s/ William Page Director July 24, 2003
- -----------------------
William Page
/s/ King Simmons Director July 24, 2003
- -----------------------
King Simmons
EXHIBIT INDEX
THE WORLD GOLF LEAGUE, INC. 2003 CONSULTANT SERVICES
EXHIBIT NO. EXHIBIT
- ---------- -------
(4.1) 2003 Consulting Services Agreement with Scott Elliott*
(4.2) 2003 Consulting Services Agreement with Harvey Levin*
(4.3) 2003 Consulting Services Agreement with David Loev
(4.4) 2003 Consulting Services Agreement with Bryan Fisher
(5) Opinion of Foley & Lardner
(23.1) Consent of Parker & Co.
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments (included on the
signature page to this Registration Statement)
* Previously filed.