SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): AUGUST 22, 2006
COMMISSION FILE NO. 000-49756
WGL ENTERTAINMENT HOLDINGS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE WORLD GOLF LEAGUE, INC.
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(FORMER NAME)
DELAWARE 95-0201235
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
963 HELMSLEY COURT, UNIT 107
LAKE MARY, FLORIDA 32746
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(407) 328-8538
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(ISSUER TELEPHONE NUMBER)
2139 STATE ROAD 434, SUITE 101, LONGWOOD, FLORIDA 32779
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(FORMER PRINCIPAL EXECUTIVE OFFICE)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
WGL Entertainment Holdings, Inc., formerly The World Golf League, Inc. (the
"Company") filed a Certificate of Amendment ("Amendment") to its Articles of
Incorporation with the Secretary of State of Delaware, which became effective
August 22, 2006, to affect a name change, increase its authorized shares, and
reauthorize the par value of its common stock. The Amendment affected a name
change of the Company to "WGL Entertainment Holdings, Inc.", increased the
authorized shares of the Company to ten billion (10,000,000,000) shares of
common stock, $0.001 par value per share and re-authorized the issuance of ten
million (10,000,000) shares of preferred stock, $0.001 par value per share.
The Board of Directors of the Company is hereby granted the power to authorize
by resolution, duly adopted from time to time, the issuance of any or all of the
preferred stock in any number of classes or series within such classes and to
set all terms of such preferred stock of any class or series, including, without
limitation, its powers, preferences, rights, privileges, qualifications,
restrictions and/or limitations. The powers, preferences, rights, privileges,
qualifications, restrictions and limitations of each class or series of the
preferred stock, if any, may differ from those of any and all other classes or
other series at any time outstanding. Any shares of any one series of preferred
stock shall be identical in all respects with all other shares of such series,
except that shares of any one series issued at different times may differ as to
the dates from which dividends thereof shall be cumulative.
The Amendment was approved at the Company's special meeting of shareholders
("Meeting") held August 16, 2006. The number of voting shares of the Company
outstanding as of the record date of the Meeting, July 14, 2006 ("Record Date"),
was 5,499,994,293 shares, which included 2,499,944,293 shares of common stock
outstanding and 10,000,000 shares of preferred stock outstanding, which
preferred stock has the right to vote 3,000,000,000 shares of our common stock
(with each preferred stock share having the right to vote 300 shares of common
stock), and the number of shares entitled to vote at the Meeting was the same.
The Amendment was approved at the Meeting by our Chief Executive Officer and
Director, Michael S. Pagnano, who individually beneficially owned 37,219,368
shares of common stock, or 1.5% of our outstanding common stock and 10,000,000
shares of preferred stock representing 100% of our outstanding preferred stock
as of the Record Date. Due to Mr. Pagnano's common and preferred stock
ownership, which preferred stock allows him to vote an amount equal to
3,000,000,000 shares of common stock; he was able to vote 3,037,219,368 shares
or 55.2% of our outstanding voting stock at the Meeting.
As a result of the name change, the Company's common stock will trade under the
new stock symbol "WGLE" beginning on August 29, 2006.
ITEM 9.1 FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits:
3.1 Certificate of Amendment to the Certificate of Incorporation of the
Company
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
August 28, 2006 WGL Entertainment Holdings, Inc.
/s/ Michael S. Pagnano
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Michael S. Pagnano
Chief Executive Officer