content: Registration No. 333-
                                                                         --------
  
  As  filed  with  the  Securities  and  Exchange  Commission  on  July  21,  2003
                                                                   ---------------
  
                         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                     95-0201235
                (State or other jurisdiction of     (I.R.S. Employer
               incorporation or organization)     Identification No.)
  
                              248 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
      248 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)
  
                           ----------------------------------
  
  <TABLE>
  <CAPTION>
  
                          CALCULATION OF REGISTRATION FEE
  
  Title of           Amount to be      Proposed        Proposed Maximum        Amount of
  Securities to be    Registered       Maximum        Aggregate Offering   Registration Fee
  Registered                        Offering Price          Price
                                      Per Share
  <S>                <C>           <C>               <C>                   <C>
  Common Stock,      34,000,000        $.028(1)         $952,000.00 (1)          $77.02
  ..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) of the bid and ask price of the Common Stock as reported on OTCBB on July  16, 2003.
  </TABLE>
  
  <PAGE>
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       The  document  or  documents containing the information specified in Part I
  are  not  required  to  be  filed  with  the  Securities and Exchange Commission
  ("Commission")  as  part  of  this  Form  S-8  Registration  Statement.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
                    -------------------------------------------
  
       The  following  documents  have  been  previously  filed  by The World Golf
  League,  Inc. (the "Company") with the Commission and are incorporated herein by
  reference:
       (a)  The  Company's  Annual  Report on Form 10-KSB filed on April 14, 2003,
            and  all  subsequent  amendments  filed  thereto, for the fiscal year
            ended  December  31, 2002, which includes audited financial statements
            as  of  and  for  the  year  ended  December  31,  2002.
       (b)  All  other  reports  filed by the Company pursuant to Section 13(a) or
            15(d)  of  the  Securities  Exchange  Act  of  1934,  as  amended (the
            "Exchange  Act"),  since  April  26,  2002.
       (c)  All  documents  subsequently filed by the Company pursuant to Sections
            13(a),  13(c),  14  and  15(d)  of  the Exchange Act after the date of
            filing  of  this  Registration Statement and prior to such time as the
            Company  files  a  post-effective  amendment  to  this  Registration
            Statement which indicates that all securities offered hereby have been
            sold  or  which deregisters all securities then remaining unsold shall
            be  deemed  to  be  incorporated  by  reference  in  this Registration
            Statement  and  to  be  a  part hereof from the date of filing of such
            documents.  Any  statement  contained  in  a  document incorporated or
            deemed incorporated herein by reference shall be deemed to be modified
            or  superceded  for  the purpose of this registration statement to the
            extent  that a statement contained herein or in any subsequently filed
            document  which  is  also,  or is deemed to be, incorporated herein by
            reference modifies or supercedes such statement. Any such statement so
            modified  or  superceded shall not be deemed, except as so modified or
            superceded,  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  DIRECTORS  AND  OFFICERS.
                    ---------------------------------------------
  
       Section  145  of  the Delaware General Corporation Law, the "Delaware GCL",
  permits  our  board  of  directors  to  indemnify  any  person  against expenses
  (including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
  actually  and  reasonably  incurred  by  him  in connection with any threatened,
  pending  or  completed action, suit or proceeding in which such person is made a
  party  by  reason  of  his being or having been a director, officer, employee or
  agent  of ours, in terms sufficiently broad to permit such indemnification under
  certain  circumstances  for  liabilities  (including  reimbursement for expenses
  incurred) arising under the Securities Act of 1933, as amended. The Delaware GCL
  provides  that  indemnification  pursuant  to its provisions is not exclusive of
  other  rights  of  indemnification  to  which a person may be entitled under any
  by-law,  agreement,  vote  of  stockholders  or  disinterested  directors,  or
  otherwise.
  
  <PAGE>
  
  ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.
                    --------------------------------------
  
       Not  Applicable.
  
  ITEM  8.          EXHIBITS.
                    --------
  
       The  following  exhibits have been filed (except where otherwise indicated)
  as  part  of  this  Registration  Statement:
  
  
  <TABLE>
  <CAPTION>
  
  
  
  EXHIBIT NO.                       EXHIBIT
  ------------                     --------
  <C>           <S>
  
         (4.1)  2003 Consulting Services Agreement with Scott Elliott
  
         (4.2)  2003 Consulting Services Agreement with Harvey Levin
  
           (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)
  </TABLE>
  
  
  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  herein, 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  (and,  where  applicable, each filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act  of  1934)  that  is incorporated by reference in this
  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 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.
  
  <PAGE>
  
                                     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
  21st  day  of  July,  2003.
  
                                            WORLD  GOLF  LEAGUE,  INC.
  
  
  
                                            By: /s/ Michael S. Pagnano
                                               ----------------------------
                                                Michael  S.  Pagnano
                                                Chief  Executive  Officer
  
  <PAGE>
  
  
                                  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  George S. Bernardich, III 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.
  
  <TABLE>
  <CAPTION>
  
  
  
  SIGNATURE                                 TITLE                      DATE
  ------------------                        -------                   -------
  
  <S>                 <C>                            <C>
  
  
  /s/ Michael S. Pagnano            Chief Executive Officer        July 21, 2003
  -----------------------           (Principal Executive Officer)
  Michael S. Pagnano
  
  /s/ Michael S. Pagnano            Chief Executive Officer        July 21, 2003
  -----------------------           (Principal Executive Officer)
  Michael S. Pagnano
  
  /s/ Michael S. Pagnano            Director                       July 21, 2003
  -----------------------
  Michael S. Pagnano
  
  /s/ William Page
  ------------------                Director                       July 21, 2003
  William Page
  
  /s/ King Simmons
  ------------------                Director                       July 21, 2003
  King Simmons
  </TABLE>
  
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  
                                    EXHIBIT INDEX
  
                THE WORLD GOLF LEAGUE, INC. 2003 CONSULTANT SERVICES
  
  
  EXHIBIT NO.                          EXHIBIT
  ------------  -------------------------------------------------------
  <C>           <S>
  
  
  
         (4.1)  2003 Consulting Services Agreement with Scott Elliott
  
         (4.2)  2003 Consulting Services Agreement with Harvey Levin
  
           (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)
  </TABLE>
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14148}]
metadata_filer: {"company-data": {"conformed-name": "WORLD GOLF INC", "cik": "0001171176", "assigned-sic": "6770", "irs-number": "980201235", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107198", "film-number": "03794568"}, "business-address": {"street1": "258 EAST ALTAMONTE DRIVE", "street2": ",", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32701", "phone": "4073316272"}, "mail-address": {"street1": "258 EAST ALTAMONTE DRIVE", "street2": ",", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32701"}, "former-company": {"former-conformed-name": "NOVUS LABORATORIES INC", "date-changed": "20020415"}}
text: Registration No. 333-
                                                                         --------
  
  As  filed  with  the  Securities  and  Exchange  Commission  on  July  21,  2003
                                                                   ---------------
  
                         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                     95-0201235
                (State or other jurisdiction of     (I.R.S. Employer
               incorporation or organization)     Identification No.)
  
                              248 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
      248 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           Amount to be      Proposed        Proposed Maximum        Amount of
  Securities to be    Registered       Maximum        Aggregate Offering   Registration Fee
  Registered                        Offering Price          Price
                                      Per Share
  Common Stock,      34,000,000        $.028(1)         $952,000.00 (1)          $77.02
  ..001 par value
  (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) of the bid and ask price of the Common Stock as reported on OTCBB on July  16, 2003.
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       The  document  or  documents containing the information specified in Part I
  are  not  required  to  be  filed  with  the  Securities and Exchange Commission
  ("Commission")  as  part  of  this  Form  S-8  Registration  Statement.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
                    -------------------------------------------
  
       The  following  documents  have  been  previously  filed  by The World Golf
  League,  Inc. (the "Company") with the Commission and are incorporated herein by
  reference:
       (a)  The  Company's  Annual  Report on Form 10-KSB filed on April 14, 2003,
            and  all  subsequent  amendments  filed  thereto, for the fiscal year
            ended  December  31, 2002, which includes audited financial statements
            as  of  and  for  the  year  ended  December  31,  2002.
       (b)  All  other  reports  filed by the Company pursuant to Section 13(a) or
            15(d)  of  the  Securities  Exchange  Act  of  1934,  as  amended (the
            "Exchange  Act"),  since  April  26,  2002.
       (c)  All  documents  subsequently filed by the Company pursuant to Sections
            13(a),  13(c),  14  and  15(d)  of  the Exchange Act after the date of
            filing  of  this  Registration Statement and prior to such time as the
            Company  files  a  post-effective  amendment  to  this  Registration
            Statement which indicates that all securities offered hereby have been
            sold  or  which deregisters all securities then remaining unsold shall
            be  deemed  to  be  incorporated  by  reference  in  this Registration
            Statement  and  to  be  a  part hereof from the date of filing of such
            documents.  Any  statement  contained  in  a  document incorporated or
            deemed incorporated herein by reference shall be deemed to be modified
            or  superceded  for  the purpose of this registration statement to the
            extent  that a statement contained herein or in any subsequently filed
            document  which  is  also,  or is deemed to be, incorporated herein by
            reference modifies or supercedes such statement. Any such statement so
            modified  or  superceded shall not be deemed, except as so modified or
            superceded,  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  DIRECTORS  AND  OFFICERS.
                    ---------------------------------------------
  
       Section  145  of  the Delaware General Corporation Law, the "Delaware GCL",
  permits  our  board  of  directors  to  indemnify  any  person  against expenses
  (including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
  actually  and  reasonably  incurred  by  him  in connection with any threatened,
  pending  or  completed action, suit or proceeding in which such person is made a
  party  by  reason  of  his being or having been a director, officer, employee or
  agent  of ours, in terms sufficiently broad to permit such indemnification under
  certain  circumstances  for  liabilities  (including  reimbursement for expenses
  incurred) arising under the Securities Act of 1933, as amended. The Delaware GCL
  provides  that  indemnification  pursuant  to its provisions is not exclusive of
  other  rights  of  indemnification  to  which a person may be entitled under any
  by-law,  agreement,  vote  of  stockholders  or  disinterested  directors,  or
  otherwise.
  ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.
                    --------------------------------------
  
       Not  Applicable.
  
  ITEM  8.          EXHIBITS.
                    --------
  
       The  following  exhibits have been filed (except where otherwise indicated)
  as  part  of  this  Registration  Statement:
  EXHIBIT NO.                       EXHIBIT
  ------------                     --------
  (4.1)  2003 Consulting Services Agreement with Scott Elliott
  
         (4.2)  2003 Consulting Services Agreement with Harvey Levin
  
           (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)
  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  herein, 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  (and,  where  applicable, each filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act  of  1934)  that  is incorporated by reference in this
  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 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
       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
  21st  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  George S. Bernardich, III 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.
  SIGNATURE                                 TITLE                      DATE
  ------------------                        -------                   -------
  /s/ Michael S. Pagnano            Chief Executive Officer        July 21, 2003
  -----------------------           (Principal Executive Officer)
  Michael S. Pagnano
  
  /s/ Michael S. Pagnano            Chief Executive Officer        July 21, 2003
  -----------------------           (Principal Executive Officer)
  Michael S. Pagnano
  
  /s/ Michael S. Pagnano            Director                       July 21, 2003
  -----------------------
  Michael S. Pagnano
  
  /s/ William Page
  ------------------                Director                       July 21, 2003
  William Page
  
  /s/ King Simmons
  ------------------                Director                       July 21, 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
  
           (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)