As filed with the Securities and Exchange Commission on December 9, 2005
Reg. No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
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 98-0201235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
2139 STATE ROAD 434, SUITE 101
LONGWOOD, FLORIDA 32779
(Address of principal executive offices) (Zip Code)
________________________________________________
2005 EQUITY INCENTIVE PLAN
(Full title of plan)
________________________________
MICHAEL S. PAGNANO, CHIEF EXECUTIVE OFFICER
THE WORLD GOLF LEAGUE, INC.
2139 STATE ROAD 434, SUITE 101
LONGWOOD, FLORIDA 32779
(Name and address of agent for service)
(407) 331-6272
(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 Aggregate offering Amount of
to be registered Registered per share* Price Registration fee
- -------------------- ----------------- ----------------- ------------------- ----------------
Common Stock 150,000,000 $ 0.002 $ 300,000 $ 32.10
($.001 par value)
* 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 World Golf League, Inc. on
December 8, 2005.
PART I
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Item 1 will be sent
or given to participants in the Registrant's 2005 Equity 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 or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement 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 2005 EQUITY INCENTIVE PLAN INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (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 2005
Equity Incentive Plan are available without charge by contacting:
Michael S. Pagnano, Chief Executive Officer
The World Golf League, Inc.
2139 State Road 434, Suite 101
Longwood, Florida 32779
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 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 26, 2005, 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 27, 2005, 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 June 27, 2005, 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 12, 2005, 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 10, 2005, 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 25, 2005, 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 September 14, 2005, 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 November 7, 2005, 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 14, 2005, 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 3, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. The Company's
Articles of Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except as limited by Nevada law. The
Company's Bylaws provide that the Company shall indemnify to the full extent
authorized by law each of its directors and officers against expenses incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.
Insofar as indemnification for liabilities may be invoked to disclaim
liability for damages arising under the Securities Act of 1933, as amended, or
the Securities Act of 1934, (collectively, the "Acts") as amended, it is the
position of the Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
- ------ -------
4.1 2005 Equity Incentive Plan
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
23.1 Consent of Ham, Langston & Brezina, LLP, Independent Auditors
23.3 Consent of Sichenzia Ross Friedman Ference LLP is contained in
Exhibit 5.1.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
In accordance with 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 of an amendment to a filing on Form S-8 and authorized this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Longwood, State of Florida, on December 9, 2005.
THE WORLD GOLF LEAGUE, INC.
/s/ MICHAEL S. PAGNANO
----------------------
Michael S. Pagnano
President, Chief Executive Officer
(Principal Executive Officer),
Principal Accounting Officer,
Principal Financial Officer and
Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities stated, on December 9, 2005.
/s/ MICHAEL S. PAGNANO
----------------------
Michael S. Pagnano
President, Chief Executive Officer
(Principal Executive Officer),
Principal Accounting Officer,
Principal Financial Officer and
Director
/s/ KING SIMMONS
----------------------
King Simmons
Director