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

                            Form S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933


                 DIGITAL  WORLD  CUP, INC.
 (Exact name of Registrant as specified in its charter)


                     PROGOLFTOURNAMENTS.COM
                  (Former name of Registrant)

Nevada                                                98-02152222
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)


63 St. Clair Avenue West, Suite 1704, Toronto, Ontario, Canada M4V 2Y9

  (Address of Principal Executive Offices including zip code)

                  2002Consulting Services Plan
                    (Full title of the plan)

                   Christopher J. Moran, Jr.
                     4625 Clary Lakes Drive
                     Roswell, Georgia 30075
            (Name and address of agent for service)
                         (770) 518-9542
 (Telephone number, including area code, of agent for service)


Title of    Amount to   Proposed   Proposed   Amount of
each        be          maximum    maximum    registration
class of    registered  offering   aggregate  fee
securities              price per  offering
to be                   share      price
registered




Common      3,000,000   $0.24      $720,000   $66.24
stock       Shares
$.001 par
value


1)  Computed  pursuant to Rule 457 [c] of the Securities  Act  of
1933,  as  amended,  solely for the purpose  of  calculating  the
registration  fee and not as a representation as  to  any  actual
proposed  price.  The offering price per unit, maximum  aggregate
offering price and registration fee is based upon the average  of
the  high and the low price on the NASDAQ OTC Bulletin Board  for
the common stock on January 28, 2002.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1), the information required by Part 1 is
included  in  documents sent or given to the  relevant  officers,
directors,  employees, consultants or advisors of  Digital  World
Cup, Inc. , a Nevada corporation ("Registrant").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The  following documents are incorporated by reference into  this
Registration Statement and made a part hereof:

(A)   Registrant's  Form  10-KSB as  filed  for  the  year  ended
September 30, 2001.

(B)   All  other  reports which may be filed  by  the  Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
since the end of the fiscal year covered by Registrant=s Form 8-A
for  the year ended September 30, 2000, prior to the filing of  a
post  effective  amendment to this Registration  Statement  which
indicates  that all securities offered have been  sold  or  which
deregisters all securities then remaining unsold.

(C)  Any statement contained in a document incorporated or deemed
to  be  incorporated by reference herein shall be  deemed  to  be
modified   or   superseded  for  purposes  of  this  Registration
Statement to the extent that a statement contained herein  or  in
any  other subsequently filed document which also is or is deemed
to  be  incorporated by reference herein modifies  or  supersedes
such statement. Any statement so modified or superseded shall not
be  deemed, except as so modified or superseded, to constitute  a
part of this Registration Statement.


Item 4. Description of Securities.

Not Applicable.


Item 5.  Interests of Named Experts and Counsel.

Not Applicable.


Item 6.  Indemnification of Officers and Directors.

          Under   the  Nevada  Business  Associations  Act   (the
ABusiness Association Act@) Title 7, Chapter 78, directors of the
Company will be liable to the Company or its shareholders for (a)
the  amount  of a financial benefit received by the  director  to
which the director is not entitled; (b) an intentional infliction
of  harm on the Company or its shareholders; (c) certain unlawful
distributions  to shareholders; and (d) an intentional  violation
of  criminal law.  These provisions do not limit or eliminate the
rights  of  the  Company or any shareholder to seek  non-monetary
relief  such  as an injunction or rescission in the  event  of  a
breach of a director=s duty of care.

          The Company=s Articles require the Company to indemnify
each  director  and  officer  of  the  Company  and  his  or  her
respective  heirs,  administrators,  and  excutors  against   all
liabilities  and expenses reasonably incurred in connection  with
any action, suit, or proceeding to which he or she may be made  a
party  by  reason of the fact that he or she is or was a director
or  officer of the Company, to the full extent permitted  by  the
laws  of  the  state of Nevada now existing or as such  laws  may
hereafter  be  amended.  The expenses of officers  and  directors
incurred  in  defending  a  civil or criminal  action,  suit,  or
proceeding shall be paid by the Company as they are incurred  and
in  advance  of  the final disposition of the  action,  suit,  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that he or she is
not entitled to be indemnified by the Company.

          The  Company  may, at the discretion of  the  board  of
directors,  indemnify any person who is or  was  a  party  or  is
threatened  to  be  made  party to any  threatened,  pending,  or
completed  action or suit by or in the right of  the  Company  to
procure a judgment in its favor by reason of the fact that he  or
she  is  or  was a director, officer, employee, or agent  of  the
Company, or is or was serving at the request of the Company as  a
director,  officer,  employee,  or  agent  of  another   company,
partnership,  joint  venture, trust or other enterprise,  against
expenses,  including  attorney=s fees,  actually  and  reasonably
incurred  by  him  or  her  in connection  with  the  defense  or
settlement  of  the action or suit, if he or she  acted  in  good
faith  and in a manner he or she reasonably believed to be in  or
not  opposed to the best interest of the Company, except that  no
indemnification shall be made in respect of any claim, issue,  or
matter as to which such a person shall have been adjudged  to  be
liable  to  the Company, unless and only to the extent  that  the
court in which the action or suit was brought shall determine  on
the application that despite the adjudication of liability but in
the  view of all circumstances of the case, the person is  fairly
and  reasonably entitled to indemnity for such expenses as to the
court deems proper.

          The Company=s Bylaws permit the Company to purchase and
maintain  insurance on behalf of any Director, Officer, Agent  or
employee  whether  or not the Company would  have  the  power  to
indemnify such person against the liability insured against.



Item 7.  Exemption from Registration Claimed



Not Applicable





Item 8.  Exhibits.



INDEX TO EXHIBITS

Regulation
   S-B            Description
 Exhibit
  Number




(3)(i)(a)         Articles of Incorporation (1)

(3)(ii)(a)        ByLaws (1)

(5)               Opinion of Counsel

(21)              Subsidiaries of the Registrant (1)

(23) (a)          Consent of Counsel (Included in Exhibit 5)

(23) (b)          Consent of CPA

(23) (c)          Consent of CPA





(99) (a)      Registrant's 2002 Consulting Agreement







(1)    Incorporated  by  reference  from  Registrant's  Form  8-A
Registration Statement as filed on October 26, 2000.







Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

(1)  To  file,  during any period in which  it  offers  or  sells
securities,  a  post  effective amendment  to  this  Registration
Statement to:

     (A)   Include any prospectus required by section 10(a)(3) of
the Securities Act;

     (B)   Reflect  in the prospectus any facts or events  which,
individually or together, represent     a fundamental  change  in
the    information   in   the   registration    statement;    and
notwithstanding     the foregoing, any increase  or  decrease  in
volume  of securities offered (if the total dollar      value  of
securities  offered would not exceed that which  was  registered)
and any deviation   from the low or high of the estimated maximum
offering range may be reflected in the form  of prospectus  filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the   changes  in  the volume and price represent  no  more  than
twenty   percent  (20%)  change  in  the       maximum  aggregate
offering price set forth in the"Calculation of Registration  Fee"
table in  the effective registration statement.

     (C)  Include  any additional or changed material information
on the plan of distribution.

(2)  For  determining liability under the Securities  Act,  treat
each post effective amendment as a new registration statement  of
the  securities  offered, and the offering of the  securities  at
that time to be the initial bona fide offering.

(3) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part
of  this  registration statement in reliance upon Rule  430A  and
contained  in  a  form of prospectus filed by the small  business
issuer  under  Rule  424(b)(1),  or  (4)  or  497(h)  under   the
Securities Act as part of this registration statement as  of  the
time the Commission declared it effective.

(4) For determining any liability under the Securities Act, treat
each post effective amendment as a new registration statement for
the  securities  offered, and the offering of the  securities  at
that time to be the initial bona fide offering.

(5)  Insofar as indemnification for liabilities arising under the
Securities  Act of1933, as amended (the "Act"), 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 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 Securities Act and will be governed by the final adjudication
of such issue.



                           SIGNATURES



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 on Form S-8  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized,  in the City of Toronto, Province of Ontario,  CANADA
on January 24, 2002.



                              DIGITAL WORLD CUP, INC.

Dated:    January 31, 2002
                                   By:__/s/__________
                                   Michael Levine
                                   CEO and Director



          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

Dated: January 31, 2002              By:   /s/
                                   Michael Levine, CEO and
                                   Director,
                                   Principal Executive Officer
                                   and Principal
                                   Financial Officer

Dated: January 31, 2002              By: /s/_________
                                   Sandy Winick, Secretary
                                   and  Director

Dated: January 31, 2002              By: /s/
                                   Howard Klein,
                                   President and Director











                            EXHIBIT 5

                   CHRISTOPHER J. MORAN, JR.
                        Attorney at Law
                     4625 Clary Lakes Drive
                     Roswell, Georgia 30075


    Telephone                                       Telecopier
(770) 518-9542                                    (770)518-9640

                                                  January 31,2002


U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


Re:  Digital World Cup Inc.
     SEC File Number 005-62197
     Form S-8 Registration Statement
     Exhibit Numbers 5 and 24.2

     Any  no  par value common shares of Digital World  Cup  Inc.
sold  pursuant  to the captioned Form S-8 Registration  Statement
shall be legally issued, fully paid and non-assessable under  the
laws of the State of Nevada.

     The  law firm of Christopher J. Moran, Jr., Attorney at  Law
consents  to  be  named  in the captioned Form  S-8  Registration
Statement  and  further consents to the use of this  opinion  and
consent in the captioned Form S-8 Registration Statement.




                                   Christopher J. Moran, Jr.
                                   Attorney at Law


                                   By:_/S/_______________________
_
                                      Christopher J. Moran, Jr.




                         EXHIBIT 23(b)

       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

As  an  independent Certified Public Accountant, I hereby consent
to  the  incorporation by reference in this Form S-8 Registration
Statement  of  Digital World Cup, Inc. of my Audit  Report  dated
July 20, 2000 included in the Form S-8 Registration Statement  of
Progolftournaments.com, and to all references to my Firm included
in this registration statement.


Yours Truly,

/S/ Janet Loss, C.P.A., P.C.
Janet Loss, C.P.A., P.C.

January 31, 2002










                          EXHIBIT 22(c)




EXHIBIT 23.2

          CONSENT OF INDEPENDENT CHARTERED ACCOUNTANT

As  an Independent Chartered Accountant, I hereby consent to  the
incorporation   by  reference  in  this  Form  S-8   Registration
Statement  of  Digital World Cup, Inc. of my Audit  Report  dated
December  14, 2001 included in the Form 10-KSB annual  report  of
Digital World Cup. Inc. and to all references to my Firm included
in this registration statement.


Yours Truly,

                    ______________/S/___________________
                    MacCallum Horn Chartered Accountants















                         EXHIBIT 99 (a)


                  2002 CONSULTING SERVICES PLAN
                               OF
                     DIGITAL WORLD CUP INC,

1.  Purpose. The purpose of this Consulting Services Plan  is  to
advance   the   interests  of  the  Corporation   by   rewarding,
encouraging  and  enabling  the acquisition  of  larger  personal
proprietary interests in the Corporation by employees,  directors
and  former  directors of, contractors and  consultants  to,  the
Corporation  and  its Subsidiaries who have:  1)  served  without
salaries  or  other compensation; and 2) assisted the Corporation
with  support  services for business development.  These  persons
require incentives to put forth maximum effort for the success of
the   Corporation's  business.  It  is  anticipated  that   these
incentives   will  stimulate  the  efforts  of  such   employees,
directors  and consultants on behalf of the Corporation  and  its
Subsidiaries.   It  also is expected that  such  incentives  will
enable the Corporation and its Subsidiaries to attract and retain
desirable personnel.

2.  Definitions.  When  used in this  Plan,  unless  the  context
otherwise requires:

(a).  "Board  of Directors" or "Board" shall mean  the  Board  of
Directors of the Corporation, as constituted at any time.

(b).  "Chairman of Board" shall mean the person who at  the  time
shall be Chairman of the Board of Directors.

(c). "Corporation" shall mean DIGITAL WORLD CUP, INC.

(d).  "Eligible  Persons" shall mean those  person  described  in
Section  4  and 13 who will receive stock pursuant to  this  2002
Consulting Services Plan.

(e). "Fair Market Value" on a specified date shall mean the value
as  established  by the Board for such date using any  reasonable
method of valuation.

(f).  "Awarded  Stock" shall mean the Stock awarded  pursuant  to
this Plan.

(g).  "Plan"  shall mean this 2002 Consulting  Services  Plan  of
DIGITAL  WORLD  CUP INC, as adopted by the Board on  January  24,
2002, as this Plan from time to time may be amended.

(h).  "President" shall mean the person who at the time shall  be
the President of the Corporation.

(i).   "Shares"  shall  mean  shares  of  common  stock  of   the
Corporation.

(j).  "Subsidiary"  shall mean a wholly owned subsidiary  of  the
Corporation.



3.  Administration. This Plan shall be administered by the  Board
of Directors as provided herein. Determination of the Board as to
any  question, which may arise with respect to the interpretation
of  the  provisions  of this Plan and Awarded  Stocks,  shall  be
final.   The  Board  may  authorize  and  establish  such  rules,
regulations  and  revisions  thereof not  inconsistent  with  the
provisions  of this Plan, as it may been advisable to  make  this
Plan   and   Awarded  Stocks  effective  or  provide  for   their
administration,  and may take such other action  with  regard  to
this  Plan  and  Awarded  Stocks as it shall  deem  advisable  to
effectuate their purpose.

4. Participants. All employees and directors of, former directors
of  and consultants to, the Corporation or a Subsidiary, who,  as
determined by the Board, have met the conditions of Section 1  of
this  Plan,  shall receive Awarded Stocks under  this  Plan.  The
parties  to  whom Awarded Stocks have been, or will  be,  granted
under  this Plan, and the number of Shares subject to  each  such
Awarded  Stock, have been determined by the Board,  in  its  sole
discretion, subject however, to the terms and conditions of  this
Plan.

5.  Shares.  Subject to the provisions of Section 13 hereof,  the
Board  may award stocks with respect to an aggregate of 3,000,000
Shares, all of which Shares are authorized but unissued Shares.

6.  Grant  of  Awarded Stocks. The number of  Shares  of  Awarded
Stocks  granted to any Eligible Person will be determined by  the
Board  in its sole discretion based upon, among other facts,  the
Fair  Market Value of services rendered to, and expenses incurred
on behalf of, the Corporation.

7.  Stock Certificates.  Within ninety (90) days from the date of
this  Plan,  the Corporation shall cause to be delivered  to  the
person  entitled  thereto, a certificate for the  Shares  of  the
Awarded  Stock.   The  certificate or  certificates  may  bear  a
restrictive legend as described in paragraph 9, below.

8.  Restrictions  on Transferability of Awarded Stocks.   Awarded
Stocks  that were issued prior to January 10, 2002 shall  not  be
transferable,  except as authorized in writing by  the  Board  of
Directors in its sole discretion.

9.  Issuance  of Shares and Compliance with Securities  Act.  The
Corporation may postpone the issuance and delivery of the  Shares
pursuant  to the grant of any Awarded Stock until the  completion
of  such registration or other qualification of such Shares under
any State of Federal law, rule, requirements or regulation as the
Corporation  shall  determine to be necessary or  advisable.  Any
holder  of  an Awarded Stock shall make such representations  and
furnish  such information as may, in the opinion of  counsel  for
the  Corporation,  be appropriate to permit the  Corporation,  in
light of the then existence or non-existence with respect to such
Shares   of   an  effective  Registration  Statement  under   the
Securities  Act of 1933, as amended (the "Act"), to issue  Shares
in  compliance  with the provisions of the Act or any  comparable
act.   The  Corporation  shall  have  the  right,  in  its   sole
discretion,  to legend any Shares that may be issued pursuant  to
the  grant  or exercise of any Awarded Stock, or may  issue  stop
transfer orders with respect thereof.

10. Income Tax Withholding. If the Corporation or a Subsidiary is
required  to  withhold and amounts by reason of  any  provincial,
federal,  state or local tax rules or regulations in  respect  of
the  issuance  of  Shares pursuant to the grant  of  the  Awarded
Stock,  the  Corporation or the Subsidiary shall be  entitled  to
deduct  or withhold such amounts from any cash or payment  to  be
made  to  the  holder of the Awarded Stock.  In  any  event,  the
holder   shall  make  available  to  the  Corporation   or   such
Subsidiary,  promptly when requested by the Corporation  or  such
Subsidiary;  and the Corporation or Subsidiary shall be  entitled
to  take and authorize such steps as it deems necessary in  order
to   have  such  funds  made  available  to  the  Corporation  or
Subsidiary out of funds or property due or to become due  to  the
holder of such Awarded Stock.

11.  No  Right of Employment or Service. Nothing contained herein
or  in  an  Awarded Stock shall be construed to confer  upon  any
director, employee or consultant any right to be continued in the
employ  or  service  of  the Corporation  or  any  Subsidiary  or
mitigate  any  right  of the Corporation  or  any  Subsidiary  to
retire,  request  the  resignation of or discharge  or  otherwise
cease its services arrangement with any employee or consultant at
any time, with or without cause.

12.  Effective Date. This Plan is effective as of January 28,2002.


                                   ______________________
                                   Michael Levine

                                   ______________________
                                   Sandy Winick

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

                            Form S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                 DIGITAL  WORLD  CUP, INC.
 (Exact name of Registrant as specified in its charter)

                     PROGOLFTOURNAMENTS.COM
                  (Former name of Registrant)

Nevada                                                98-02152222
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

63 St. Clair Avenue West, Suite 1704, Toronto, Ontario, Canada M4V 2Y9

  (Address of Principal Executive Offices including zip code)

                  2002Consulting Services Plan
                    (Full title of the plan)

                   Christopher J. Moran, Jr.
                     4625 Clary Lakes Drive
                     Roswell, Georgia 30075
            (Name and address of agent for service)
                         (770) 518-9542
 (Telephone number, including area code, of agent for service)

Title of    Amount to   Proposed   Proposed   Amount of
each        be          maximum    maximum    registration
class of    registered  offering   aggregate  fee
securities              price per  offering
to be                   share      price
registered

Common      3,000,000   $0.24      $720,000   $66.24
stock       Shares
$.001 par
value

1)  Computed  pursuant to Rule 457 [c] of the Securities  Act  of
1933,  as  amended,  solely for the purpose  of  calculating  the
registration  fee and not as a representation as  to  any  actual
proposed  price.  The offering price per unit, maximum  aggregate
offering price and registration fee is based upon the average  of
the  high and the low price on the NASDAQ OTC Bulletin Board  for
the common stock on January 28, 2002.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1), the information required by Part 1 is
included  in  documents sent or given to the  relevant  officers,
directors,  employees, consultants or advisors of  Digital  World
Cup, Inc. , a Nevada corporation ("Registrant").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The  following documents are incorporated by reference into  this
Registration Statement and made a part hereof:

(A)   Registrant's  Form  10-KSB as  filed  for  the  year  ended
September 30, 2001.

(B)   All  other  reports which may be filed  by  the  Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
since the end of the fiscal year covered by Registrant=s Form 8-A
for  the year ended September 30, 2000, prior to the filing of  a
post  effective  amendment to this Registration  Statement  which
indicates  that all securities offered have been  sold  or  which
deregisters all securities then remaining unsold.

(C)  Any statement contained in a document incorporated or deemed
to  be  incorporated by reference herein shall be  deemed  to  be
modified   or   superseded  for  purposes  of  this  Registration
Statement to the extent that a statement contained herein  or  in
any  other subsequently filed document which also is or is deemed
to  be  incorporated by reference herein modifies  or  supersedes
such statement. Any statement so modified or superseded shall not
be  deemed, except as so modified or superseded, to constitute  a
part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

Not Applicable.

Item 6.  Indemnification of Officers and Directors.

          Under   the  Nevada  Business  Associations  Act   (the
ABusiness Association Act@) Title 7, Chapter 78, directors of the
Company will be liable to the Company or its shareholders for (a)
the  amount  of a financial benefit received by the  director  to
which the director is not entitled; (b) an intentional infliction
of  harm on the Company or its shareholders; (c) certain unlawful
distributions  to shareholders; and (d) an intentional  violation
of  criminal law.  These provisions do not limit or eliminate the
rights  of  the  Company or any shareholder to seek  non-monetary
relief  such  as an injunction or rescission in the  event  of  a
breach of a director=s duty of care.

          The Company=s Articles require the Company to indemnify
each  director  and  officer  of  the  Company  and  his  or  her
respective  heirs,  administrators,  and  excutors  against   all
liabilities  and expenses reasonably incurred in connection  with
any action, suit, or proceeding to which he or she may be made  a
party  by  reason of the fact that he or she is or was a director
or  officer of the Company, to the full extent permitted  by  the
laws  of  the  state of Nevada now existing or as such  laws  may
hereafter  be  amended.  The expenses of officers  and  directors
incurred  in  defending  a  civil or criminal  action,  suit,  or
proceeding shall be paid by the Company as they are incurred  and
in  advance  of  the final disposition of the  action,  suit,  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that he or she is
not entitled to be indemnified by the Company.

          The  Company  may, at the discretion of  the  board  of
directors,  indemnify any person who is or  was  a  party  or  is
threatened  to  be  made  party to any  threatened,  pending,  or
completed  action or suit by or in the right of  the  Company  to
procure a judgment in its favor by reason of the fact that he  or
she  is  or  was a director, officer, employee, or agent  of  the
Company, or is or was serving at the request of the Company as  a
director,  officer,  employee,  or  agent  of  another   company,
partnership,  joint  venture, trust or other enterprise,  against
expenses,  including  attorney=s fees,  actually  and  reasonably
incurred  by  him  or  her  in connection  with  the  defense  or
settlement  of  the action or suit, if he or she  acted  in  good
faith  and in a manner he or she reasonably believed to be in  or
not  opposed to the best interest of the Company, except that  no
indemnification shall be made in respect of any claim, issue,  or
matter as to which such a person shall have been adjudged  to  be
liable  to  the Company, unless and only to the extent  that  the
court in which the action or suit was brought shall determine  on
the application that despite the adjudication of liability but in
the  view of all circumstances of the case, the person is  fairly
and  reasonably entitled to indemnity for such expenses as to the
court deems proper.

          The Company=s Bylaws permit the Company to purchase and
maintain  insurance on behalf of any Director, Officer, Agent  or
employee  whether  or not the Company would  have  the  power  to
indemnify such person against the liability insured against.

Item 7.  Exemption from Registration Claimed

Not Applicable

Item 8.  Exhibits.

INDEX TO EXHIBITS

Regulation
   S-B            Description
 Exhibit
  Number

(3)(i)(a)         Articles of Incorporation (1)

(3)(ii)(a)        ByLaws (1)

(5)               Opinion of Counsel

(21)              Subsidiaries of the Registrant (1)

(23) (a)          Consent of Counsel (Included in Exhibit 5)

(23) (b)          Consent of CPA

(23) (c)          Consent of CPA

(99) (a)      Registrant's 2002 Consulting Agreement

(1)    Incorporated  by  reference  from  Registrant's  Form  8-A
Registration Statement as filed on October 26, 2000.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

(1)  To  file,  during any period in which  it  offers  or  sells
securities,  a  post  effective amendment  to  this  Registration
Statement to:

     (A)   Include any prospectus required by section 10(a)(3) of
the Securities Act;

     (B)   Reflect  in the prospectus any facts or events  which,
individually or together, represent     a fundamental  change  in
the    information   in   the   registration    statement;    and
notwithstanding     the foregoing, any increase  or  decrease  in
volume  of securities offered (if the total dollar      value  of
securities  offered would not exceed that which  was  registered)
and any deviation   from the low or high of the estimated maximum
offering range may be reflected in the form  of prospectus  filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the   changes  in  the volume and price represent  no  more  than
twenty   percent  (20%)  change  in  the       maximum  aggregate
offering price set forth in the"Calculation of Registration  Fee"
table in  the effective registration statement.

     (C)  Include  any additional or changed material information
on the plan of distribution.

(2)  For  determining liability under the Securities  Act,  treat
each post effective amendment as a new registration statement  of
the  securities  offered, and the offering of the  securities  at
that time to be the initial bona fide offering.

(3) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part
of  this  registration statement in reliance upon Rule  430A  and
contained  in  a  form of prospectus filed by the small  business
issuer  under  Rule  424(b)(1),  or  (4)  or  497(h)  under   the
Securities Act as part of this registration statement as  of  the
time the Commission declared it effective.

(4) For determining any liability under the Securities Act, treat
each post effective amendment as a new registration statement for
the  securities  offered, and the offering of the  securities  at
that time to be the initial bona fide offering.

(5)  Insofar as indemnification for liabilities arising under the
Securities  Act of1933, as amended (the "Act"), 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 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 Securities Act and will be governed by the final adjudication
of such issue.

                           SIGNATURES

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 on Form S-8  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized,  in the City of Toronto, Province of Ontario,  CANADA
on January 24, 2002.

                              DIGITAL WORLD CUP, INC.

Dated:    January 31, 2002
                                   By:__/s/__________
                                   Michael Levine
                                   CEO and Director

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

Dated: January 31, 2002              By:   /s/
                                   Michael Levine, CEO and
                                   Director,
                                   Principal Executive Officer
                                   and Principal
                                   Financial Officer

Dated: January 31, 2002              By: /s/_________
                                   Sandy Winick, Secretary
                                   and  Director

Dated: January 31, 2002              By: /s/
                                   Howard Klein,
                                   President and Director

                            EXHIBIT 5

                   CHRISTOPHER J. MORAN, JR.
                        Attorney at Law
                     4625 Clary Lakes Drive
                     Roswell, Georgia 30075

    Telephone                                       Telecopier
(770) 518-9542                                    (770)518-9640

                                                  January 31,2002

U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  Digital World Cup Inc.
     SEC File Number 005-62197
     Form S-8 Registration Statement
     Exhibit Numbers 5 and 24.2

     Any  no  par value common shares of Digital World  Cup  Inc.
sold  pursuant  to the captioned Form S-8 Registration  Statement
shall be legally issued, fully paid and non-assessable under  the
laws of the State of Nevada.

     The  law firm of Christopher J. Moran, Jr., Attorney at  Law
consents  to  be  named  in the captioned Form  S-8  Registration
Statement  and  further consents to the use of this  opinion  and
consent in the captioned Form S-8 Registration Statement.

                                   Christopher J. Moran, Jr.
                                   Attorney at Law

                                   By:_/S/_______________________
_
                                      Christopher J. Moran, Jr.

                         EXHIBIT 23(b)

       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

As  an  independent Certified Public Accountant, I hereby consent
to  the  incorporation by reference in this Form S-8 Registration
Statement  of  Digital World Cup, Inc. of my Audit  Report  dated
July 20, 2000 included in the Form S-8 Registration Statement  of
Progolftournaments.com, and to all references to my Firm included
in this registration statement.

Yours Truly,

/S/ Janet Loss, C.P.A., P.C.
Janet Loss, C.P.A., P.C.

January 31, 2002

                          EXHIBIT 22(c)

EXHIBIT 23.2

          CONSENT OF INDEPENDENT CHARTERED ACCOUNTANT

As  an Independent Chartered Accountant, I hereby consent to  the
incorporation   by  reference  in  this  Form  S-8   Registration
Statement  of  Digital World Cup, Inc. of my Audit  Report  dated
December  14, 2001 included in the Form 10-KSB annual  report  of
Digital World Cup. Inc. and to all references to my Firm included
in this registration statement.

Yours Truly,

                    ______________/S/___________________
                    MacCallum Horn Chartered Accountants

                         EXHIBIT 99 (a)

                  2002 CONSULTING SERVICES PLAN
                               OF
                     DIGITAL WORLD CUP INC,

1.  Purpose. The purpose of this Consulting Services Plan  is  to
advance   the   interests  of  the  Corporation   by   rewarding,
encouraging  and  enabling  the acquisition  of  larger  personal
proprietary interests in the Corporation by employees,  directors
and  former  directors of, contractors and  consultants  to,  the
Corporation  and  its Subsidiaries who have:  1)  served  without
salaries  or  other compensation; and 2) assisted the Corporation
with  support  services for business development.  These  persons
require incentives to put forth maximum effort for the success of
the   Corporation's  business.  It  is  anticipated  that   these
incentives   will  stimulate  the  efforts  of  such   employees,
directors  and consultants on behalf of the Corporation  and  its
Subsidiaries.   It  also is expected that  such  incentives  will
enable the Corporation and its Subsidiaries to attract and retain
desirable personnel.

2.  Definitions.  When  used in this  Plan,  unless  the  context
otherwise requires:

(a).  "Board  of Directors" or "Board" shall mean  the  Board  of
Directors of the Corporation, as constituted at any time.

(b).  "Chairman of Board" shall mean the person who at  the  time
shall be Chairman of the Board of Directors.

(c). "Corporation" shall mean DIGITAL WORLD CUP, INC.

(d).  "Eligible  Persons" shall mean those  person  described  in
Section  4  and 13 who will receive stock pursuant to  this  2002
Consulting Services Plan.

(e). "Fair Market Value" on a specified date shall mean the value
as  established  by the Board for such date using any  reasonable
method of valuation.

(f).  "Awarded  Stock" shall mean the Stock awarded  pursuant  to
this Plan.

(g).  "Plan"  shall mean this 2002 Consulting  Services  Plan  of
DIGITAL  WORLD  CUP INC, as adopted by the Board on  January  24,
2002, as this Plan from time to time may be amended.

(h).  "President" shall mean the person who at the time shall  be
the President of the Corporation.

(i).   "Shares"  shall  mean  shares  of  common  stock  of   the
Corporation.

(j).  "Subsidiary"  shall mean a wholly owned subsidiary  of  the
Corporation.

3.  Administration. This Plan shall be administered by the  Board
of Directors as provided herein. Determination of the Board as to
any  question, which may arise with respect to the interpretation
of  the  provisions  of this Plan and Awarded  Stocks,  shall  be
final.   The  Board  may  authorize  and  establish  such  rules,
regulations  and  revisions  thereof not  inconsistent  with  the
provisions  of this Plan, as it may been advisable to  make  this
Plan   and   Awarded  Stocks  effective  or  provide  for   their
administration,  and may take such other action  with  regard  to
this  Plan  and  Awarded  Stocks as it shall  deem  advisable  to
effectuate their purpose.

4. Participants. All employees and directors of, former directors
of  and consultants to, the Corporation or a Subsidiary, who,  as
determined by the Board, have met the conditions of Section 1  of
this  Plan,  shall receive Awarded Stocks under  this  Plan.  The
parties  to  whom Awarded Stocks have been, or will  be,  granted
under  this Plan, and the number of Shares subject to  each  such
Awarded  Stock, have been determined by the Board,  in  its  sole
discretion, subject however, to the terms and conditions of  this
Plan.

5.  Shares.  Subject to the provisions of Section 13 hereof,  the
Board  may award stocks with respect to an aggregate of 3,000,000
Shares, all of which Shares are authorized but unissued Shares.

6.  Grant  of  Awarded Stocks. The number of  Shares  of  Awarded
Stocks  granted to any Eligible Person will be determined by  the
Board  in its sole discretion based upon, among other facts,  the
Fair  Market Value of services rendered to, and expenses incurred
on behalf of, the Corporation.

7.  Stock Certificates.  Within ninety (90) days from the date of
this  Plan,  the Corporation shall cause to be delivered  to  the
person  entitled  thereto, a certificate for the  Shares  of  the
Awarded  Stock.   The  certificate or  certificates  may  bear  a
restrictive legend as described in paragraph 9, below.

8.  Restrictions  on Transferability of Awarded Stocks.   Awarded
Stocks  that were issued prior to January 10, 2002 shall  not  be
transferable,  except as authorized in writing by  the  Board  of
Directors in its sole discretion.

9.  Issuance  of Shares and Compliance with Securities  Act.  The
Corporation may postpone the issuance and delivery of the  Shares
pursuant  to the grant of any Awarded Stock until the  completion
of  such registration or other qualification of such Shares under
any State of Federal law, rule, requirements or regulation as the
Corporation  shall  determine to be necessary or  advisable.  Any
holder  of  an Awarded Stock shall make such representations  and
furnish  such information as may, in the opinion of  counsel  for
the  Corporation,  be appropriate to permit the  Corporation,  in
light of the then existence or non-existence with respect to such
Shares   of   an  effective  Registration  Statement  under   the
Securities  Act of 1933, as amended (the "Act"), to issue  Shares
in  compliance  with the provisions of the Act or any  comparable
act.   The  Corporation  shall  have  the  right,  in  its   sole
discretion,  to legend any Shares that may be issued pursuant  to
the  grant  or exercise of any Awarded Stock, or may  issue  stop
transfer orders with respect thereof.

10. Income Tax Withholding. If the Corporation or a Subsidiary is
required  to  withhold and amounts by reason of  any  provincial,
federal,  state or local tax rules or regulations in  respect  of
the  issuance  of  Shares pursuant to the grant  of  the  Awarded
Stock,  the  Corporation or the Subsidiary shall be  entitled  to
deduct  or withhold such amounts from any cash or payment  to  be
made  to  the  holder of the Awarded Stock.  In  any  event,  the
holder   shall  make  available  to  the  Corporation   or   such
Subsidiary,  promptly when requested by the Corporation  or  such
Subsidiary;  and the Corporation or Subsidiary shall be  entitled
to  take and authorize such steps as it deems necessary in  order
to   have  such  funds  made  available  to  the  Corporation  or
Subsidiary out of funds or property due or to become due  to  the
holder of such Awarded Stock.

11.  No  Right of Employment or Service. Nothing contained herein
or  in  an  Awarded Stock shall be construed to confer  upon  any
director, employee or consultant any right to be continued in the
employ  or  service  of  the Corporation  or  any  Subsidiary  or
mitigate  any  right  of the Corporation  or  any  Subsidiary  to
retire,  request  the  resignation of or discharge  or  otherwise
cease its services arrangement with any employee or consultant at
any time, with or without cause.

12.  Effective Date. This Plan is effective as of January 28,2002.

                                   ______________________
                                   Michael Levine

                                   ______________________
                                   Sandy Winick

                                   ______________________
                                   Howard Klein