Cuentas Inc. - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________________________________________
FORM
10-K
(Mark
One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
The Fiscal Year Ended December 31, 2008
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
File No. 000-52191
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LEAGUE
NOW HOLDINGS CORPORATION
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(Exact
name of issuer as specified in its charter)
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Florida
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20-35337265
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4075
Carambola Circle North
Coconut
Creek, Florida
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33066
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (954)
366-5079
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Securities
registered under Section 12(b) of the Exchange Act:
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None.
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Securities
registered under Section 12(g) of the Exchange Act:
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Common
stock, par value $0.001 per share.
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(Title
of class)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
(Do
not check if a smaller reporting company)
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o
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Smaller
reporting company
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x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No
x
There is
no public trading market for the Company currently.
As of
March 24, 2009, the registrant had 25,733,125 shares issued and outstanding,
respectively.
Documents Incorporated by
Reference:
None.
TABLE
OF CONTENTS
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PART
I
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ITEM
1.
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1 | |
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ITEM
2.
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4 | |
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ITEM
3.
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4 | |
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ITEM
4.
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4 | |
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PART
II
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ITEM
5.
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4 | |
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ITEM
6.
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4 | |
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ITEM
7.
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5 | |
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ITEM
7A.
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7 | |
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ITEM
8.
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F | |
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ITEM
9.
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8 | |
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ITEM
9A(T).
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8 | |
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PART
III
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ITEM
10.
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8 | |
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ITEM
11.
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9 | |
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ITEM
12.
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10 | |
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ITEM
13.
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10 | |
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ITEM
14.
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PART
IV
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ITEM
15.
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11 | |
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SIGNATURES
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12 | |
PART
I
League
Now Holdings Corporation was incorporated in September 2005 in Florida. Our
business office is located at 4075 Carambola Circle North, Coconut Creek,
Florida 33066. Our telephone number is 954-366-5079.
On September 21, 2005, we entered into an Asset Purchase Agreement with Anthony Warner pursuant to which we acquired the domain name, ‘www.leaguenow.com’, its design, associated copyrights and trademarks and all business related to the website including the customer database. Based upon the same, we operate as an application service provider offering web-based services for the online video gaming industry under the existing web property currently displayed at the URL www.LeagueNow.com.
The Company is an application service provider offering web-based services for online video game users. We commenced offering our services in October 2005 through a subscription basis. During 2007 we changed our direction by using an advertising model. To date, we have generated limited revenue. Our strategy is directed toward the satisfaction of our registered members needs through offering integrated internet technology for the online video game industry that quickly and easily allows individuals to enter and play in peer organized leagues within the United States and worldwide, 24 hours a day, 7 days a week.
The
company offers a free service for registered users where players of sports genre
video games can participate in peer organized leagues. Currently the site offers
fully operational leagues for four (4) games, football, baseball, basketball,
and hockey each identified by the market names Madden 2006, MLB 2006, NBA Live
2006, and NHL 2006 respectively. While the four (4) leagues are fully
operational they need to be updated for 2008and on an annual basis to reflect
the roster changes of the corresponding sports teams. We currently have one
employee and approximately 3,000 registered members. The business strategy for
the LeagueNow.com site is:
Provide a friendly easy to use Web site for registered members of the virtual community of players of video game consoles.
Make it
appealing to current and new registered users to join by making the basic
functionality of the site free.
Enhance the capabilities of the site to capture video game oriented content to be created at the site by its members. Access to this content will be free to all registered users of the site.
All Current revenue generated by the site comes from the selling ad bannered space at each of the web pages via Google Adsense.
Additional revenue streams will be created by charging registered users for the use of enhanced functionality to be incorporated into the site, access to specialized content, and e-commerce of merchandise related to the video console industry.
League Now Inc. will pursue the creation and implementation of alternative facilities at the site that will accelerate the growth of the registered user community, the number of monthly page views, the price of thousand page views (CPM), and the sales of banner advertising at the site.
Current Features of our
leagues
League
Now Inc. is an existing application service provider offering web-based services
for the online video gaming industry. The success of the business model relies
mostly on the capability of the site to attract a large number of users with the
average visit stay time longer than one hour. We currently have approximately
3,000 registered users. The primary objective of League Now is to achieve the
highest number of registered members and page views possible which will result
in a revenue growth.
The
current feature set includes:
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·
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League templates- Choose
from a number of pre-defined league templates, such as the current NFL
season with the current player rosters, or the current MLB season, or the
current NBA season, or the current NHL season.
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Automatic updates-
Standings and statistic rankings are automatically
updated.
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Team and player
statistics- Keep statisticsfor each team and/or for individual
players.
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Updates– Members update
the statistic for their
teams.
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Automatic notifications-
Members are notified of any updates to game results or
statistics.
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-1-
Video Game Industry
The
global video game industry is estimated at $37.5 billion with growth predicted
at a rate of 9.1% to the value of $48.9 billion by 2011. The video game
industry is considered one of the fastest-growing entertainment sectors due to
new home and handheld gaming machines as well as Internet access and broadband
adoption which have all played a significant role in the growth of the video
games sector. By leveraging the Internet as a unique platform for the creation,
monetization and promotion of gaming content, the industry has created a new
channel that both drives and is driven by consumer demand. Major game sites
routinely top Internet site rankings and whether played in a web browser or as a
fully featured download, gaming has moved well beyond the realm of niche into
the mainstream Multiplayer online gaming, multiplayer Internet gaming, and
mobile multiplayer gaming now account for almost 50% of the revenues from online
gaming within the United States. Subsequently, online gaming has migrated
into an array of mobile platforms including cellular phones.
Community-based
games can be loosely defined as those game experiences where the game is built
for true online game play and can be both single and multi-player games.
Because portals are aggregators of audiences, community becomes an important way
for users to define themselves and for portals to define and target their
services accordingly. It is also widely understood that community elements
within games are an extremely powerful retention tool: audiences feel that they
have an investment in their community personae.
U.S.
video games sales are estimated at $17.9 billion in 2007, with an estimate of
over Seventy-five percent of American households playing computer and video
games. Our research indicates that the average game player is 30 years old and
has been playing games for 9.5 years and forty-two percent of game players say
they play games online one or more hours per week. We estimate that a growing
percentage of gamers are women in their late thirties or even forties. EA claims
it has 750,000 women annually subscribing to it’s casual web games site ‘Club
Pogo’ Generally the demographic skews older (35+), additionally game
players are comprised of students, teens, school-aged children as well as
seniors.
Significant
innovation in the networked gaming space, such as setting up premium
subscriptions for casual multiplayer gaming and integrating networked gaming
with instant messaging programs continues to spur the growth. New innovations
that are already taking place in the Internet space are now trickling down to
the networked gaming world. Ideas such as social networking, online commodity
exchange, user-generated content, and peer-to-peer networking are all finding
their way into networked gaming. Networked in-game advertisements now offer
dynamic advertisements to gamers in real time and create new revenue streams for
the gaming industry and their advertisers.
Competition
Competition
in our industry is intense and we expect new competitors to continue to emerge
in the United States and abroad. We compete in the entertainment industry
for the leisure time and discretionary spending of consumers with other forms of
media, such as motion pictures, television, social networking and
music.
Our
competitors vary in size and cost structure from very small companies with
limited resources to very large, diversified corporations with greater financial
and marketing resources than ours. For example, we compete with venture capital
funded start-ups, traditional independent video game publishers, hardware and
software manufacturers, casual entertainment websites, social networking
websites, mobile games developers, foreign games developers and large media
companies. We also compete with satellite radio, traditional radio and all other
forms of entertainment.
The
online market is new, rapidly evolving and intensely competitive. We
specifically compete with a variety of companies with varied product or service
offerings, including existing companies. Some examples of these sites are the
following:
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www.leaguedaddy.com
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www.sportsgamer.com
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www.maddenwars.com
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Our
competitive disadvantages include the fact that we are newly established and
have not yet attracted a significant customer base nor have we added enhanced
Premium features to our web site.
We believe we have a competitive advantage due to the fact our site is easy to use and professionally presented. The number of screens has been kept to a minimum while offering increased functionality. Customer login time has been reduced to provide access to our site quickly. Additionally, our site design allows for flexibility to enhance the pages as well as expand them to accommodate advertising space or content for customers. Our site operates 24 hours a day, 7 days a week, in real time.
-2-
As the
market for online video game services grows, we believe that the range of
companies involved in the online video game industry will increase their efforts
to develop products and services that will compete with our products and
services.
Revenue
Model
LeagueNow’s
revenue model relies heavily on selling web page space for the placement of
Internet-based advertising. As such, the model relies mostly on the capability
of the site to attract a large number of users that navigate and view several
pages of the site.
On the
Internet, advertising agencies have standardized on the concept of CPM,
which stands for ‘cost per thousand impressions. The ‘C’and ‘P’stand for
‘cost’and ‘per,’respectively, the ‘M’stands for mil meaning ‘one thousand.’ The
advertising industry tends to use the terms ‘impression’and ‘page
view’ interchangeably.
There are two primary variables that determine the success of a revenue model based on Internet-based advertising, namely the amount of pages viewed by visitors of the site (impressions), and the price that a given advertising agency is willing to pay for one thousand of pages viewed, or CPM. Therefore, the objective of League is to achieve the highest number of page views that will result in a higher CPM and hence higher revenues.
LeagueNow’s
strategy is to strengthen our Internet-based advertising revenue model.
Currently, League Now relies entirely on generating revenues by selling Banner
space via Google Adsense. This strategy is for the initial phases of the site;
our twelve month plan of operations includes contracting directly with the
advertisers. The Marketing personnel included in the planned staff levels shown
later in this document will be responsible for devising and implementing
campaigns to achieve this objective.
In addition to the revenues generated by the sales of banner space, LeagueNow will pursue other means of generation of alternative revenue streams. Additional revenues will be generated from users that take advantage of the Premium features we intend to offer at www.LeagueNow.com. The development of the software necessary to implement the Premium features will be conducted by the staff to be retained as indicated in the staffing plan included in our twelve month plan of operations within this document. The additional future revenue streams of Premium features plan to include the following features based on the company’s ability to raise additional capital.
On-line Update of Game
Statistics:
Currently,
the users of ‘www.LeagueNow.com’ can enter the statistics of the games
played manually. One of the premium features that we intend to add to
the site would allow the users to automatically retrieve the statistics
generated when they complete playing a game. The statistics
automatically captured, contrary to those inputted manually, will be
comprehensive and complete. A monthly $2.00 fee will be charged to
those users that would like to take advantage of this advance functionality when
it is completed.
To date,
we have not yet begun to implement this highly desired feature, League Now
will develop a user interface, in this case a ‘web browser’ like interface that
will capture the statistics on-line after the gamers finish playing a
game. The complete set of statistics will be used to update the
LeagueNow.com databases. By doing this way, the gamers will be
relieved of having to input manually the information. We anticipate completing
this objective within 90 days from receiving additional funding.
Ad Free
Membership:
LeagueNow
realizes that the majority of users benefit and appreciate the banner content
displayed on selected pages of the site. However, we believe that a small
percentage prefers not to be shown any information other than that strictly
related to the online gaming experience while visiting the ‘www.LeagueNow.com
site’.
League Now will offer to members the option of paying a monthly fee for the
ad banners or sponsor links not to be shown while they visit the site. A monthly
$2.00 fee will be charged to those users that would like to take advantage of
this advance functionality. We intend to implement this membership feature
within the first quarter of receiving additional funds, at an estimated cost of
$2,500.
Instant messaging capability
for the user community:
To deploy
instant messaging we will develop an instant messaging service. Instant
messaging differs from e-mail in that conversations happen in real-time. This
facility will be made available to the League Now registered member
community only. This feature will be a ‘Premium Feature’ of the site
with a monthly fee of $1.00 associated to it. Messaging is very important for
the user community, but it demands considerable resources to incorporate into
the site. We anticipate completing this objective within 180days from
receiving additional funding with an initial budget of $150,000.
-3-
e-Commerce at
LeagueNow.com:
LeagueNow
plans to advertise Internet based video game related merchandise on its ‘www.LeagueNow.com’web
site. The users of League Now will be able to purchase
merchandise by utilizing a user interface that will be part of the ‘www.LeagueNow.com’site. League Now
will add a markup to each transaction completed and the supplier will ship
directly to the purchasing member thereby the company will not inventory any
merchandise. League Now will assess a 5% markup on all e-Commerce
transactions completed via ‘www.LeagueNow.com‘. We anticipate
completing this objective within 180 days from receiving additional funding with
an initial budget of $25,000.
Our
principal executive office location and mailing address is 4075 Carambola Circle
North, Coconut Creek, Florida 33066. Our telephone number is (954)
366-5079.
To the
best of our knowledge, there are no known or pending litigation proceedings
against us..
None.
PART
II
Market
Information
Our
common stock has traded on the OTC Bulletin Board system under the symbol “LNWH”
since May 7, 2008. However, to date there has been no trading market for our
Common Stock.
The
market price of our common stock will be subject to significant
fluctuations in response to variations in our quarterly operating results,
general trends in the market, and other factors, over many of which we have
little or no control. In addition, broad market fluctuations, as well as general
economic, business and political conditions, may adversely affect the market for
our common stock, regardless of our actual or projected
performance.
Holders
As of
March 20, 2009 in accordance with our transfer agent records, we had 44 record
holders of our Common Stock.
Dividends
To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
Stock
Option Grants
To date,
we have not granted any stock options.
Not
applicable.
-4-
Except
for the historical information, the following discussion contains
forward-looking statements that are subject to risks and uncertainties, and
which speak only as of the date of this annual report. No one should
place strong or undue reliance on any forward looking statements. The
Company’s actual results or actions may differ materially from these
forward-looking statements for many reasons, including the risks described in
Item 1A and elsewhere in this annual report. This Item should be read
in conjunction with the financial statements and related notes and with the
understanding that the Company’s actual future results may be materially
different from what is currently expected or projected by the
Company.
Plan of
Operation
Our plan
of operations for the next 12 months is designed to have LeagueNow grow its
market share amongst the existing application service providers offering
web-based services for the online video gaming industry.
Currently, ‘www.LeagueNow.com’
offers four (4) games, football, baseball, basketball, and hockey each
identified by the market names Madden 2006, MLB 2006, NBA Live 2006, and NHL
2006 respectively. While the four (4) leagues are fully operational they need to
be updated to reflect the current roster changes of the corresponding sports
teams. In addition, the current plan of operations calls for the
following:
Our plan
of operations is subject to attaining additional financing. We cannot assure
investors that adequate financing will be available. In the absence of our
additional financing, we may be unable to proceed with our plan of operations.
Even with additional financing within the next twelve months, we will
require financing to potentially achieve our goal of profit, revenue and growth.
We anticipate that our operational as well as general and administrative
expenses for the next 12 months will total approximately $1,378,027. The
breakdown is as follows:
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Staffing
of Website Development
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$
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918,500
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Legal/Accounting
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$
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17,000
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Advertising
& Marketing Expense
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$
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25,000
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Infrastructure
and Information Technology
Services
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$
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164,851
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Computer
Hardware and Software
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$
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132,676
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General/Administrative
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$
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120,000
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Total
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$
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1,378,027
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We expect
to increase the number of employees as identified above and by hiring two full
time administrative employees once we have successfully completed our financing.
We have not identified such employees nor had any discussions with potential
candidates. Depending on business we may sub-contract with outsourced service
entities to undertake certain activities on our behalf. At this time we have not
entered into any agreements or negotiations with any service or staffing
entities to undertake any activities on our behalf.
The
foregoing represents our best estimate of our cash needs based on current
planning and business conditions. The exact allocation, purposes and timing of
any monies raised in subsequent financings may vary significantly depending upon
the exact amount of funds raised and status of our business plan. In
the event we are not successful in obtaining additional financing to support the
continued operation of our business we would then not be able to proceed with
our business plan for the development and marketing of our core products and
services.
Should
this occur, depending on market conditions and our plan of operations, we could
incur operating losses in the foreseeable future. We base this expectation, in
part, on the fact that we may not be able to generate enough gross profit from
our advertising to cover our operating expenses.
Results of
Operations
For the
year ended December 31, 2008, we had $1 in revenue. Expenses for the year
ended December 31, 2008 totaled $73,034 resulting in a loss of $73,033.
Expenses of $73,034 for the year ended consisted of $940 for general and
administrative expenses, $30,000 for consulting fees, $12,000 for salary to a
related party, $24,611 for professional fee, $4,565 for transfer agent fees and
$918 payroll tax expense.
For the
year ended December 31, 2007, we had $334 in revenue. Expenses for the year
ended December 31, 2007 totaled $69,431 resulting in a loss of $69,097. Expenses
of $69,431 for the year ended consisted of $60 for general and administrative
expenses, $19,500 for consulting fees, $21,000 for salary to a related party,
$26,805 for professional fee and $2,066 payroll tax
expense.
-5-
Capital Resources and
Liquidity
As of
December 31, 2008 we had $3,789 in cash.
As
reflected in the accompanying financial statements, we used cash in operations
of $11,023 and had a net loss of $73,033 for the year ended December 31, 2008.
These factors raise substantial doubt about its ability to continue as a going
concern. Our ability to continue as a going concern is dependent on our ability
to raise additional capital and implement its business plan. The financial
statements do not include any adjustments that might be necessary if we are
unable to continue as a going concern. Current actions are presently being taken
to obtain additional funding and implement its strategic plans provide the
opportunity for us to continue as a going concern.
To date
we have not been successful in reaching our initial revenue targets, additional
funds are required to proceed with our business plan for the development and
marketing of our core services. We are seeking additional financing to support
the continued operation of our business. We anticipate that depending on market
conditions and our plan of operations, we may incur operating losses in the
foreseeable future. Therefore, our auditors have raised substantial doubt about
our ability to continue as a going concern.
During
the next few quarters we will pursue financing, strategic alliances and other
potential transactions available to us as we can not currently satisfy our cash
requirements for the next twelve months with our current cash and expected
revenues without additional financing. Thereby, completion of our plan of
operation is subject to attaining financing or a strategic alliance or adequate
revenue and we cannot assure investors that we may be unable to proceed with our
plan of operations.
We
anticipate that our operational, and general & administrative expenses for
the next 12 months will total approximately $1,378,027. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees until such time as we have
successfully completed our financing. The foregoing represents our best estimate
of our cash needs based on current planning and business conditions. The exact
allocation, purposes and timing of any monies raised in subsequent private
financings may vary significantly depending upon the exact amount of funds
raised and our progress with the execution of our business plan.
Critical Accounting
Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.
Recent
Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51”. This statement improves the relevance, comparability,
and transparency of the financial information that a reporting entity provides
in its consolidated financial statements by establishing accounting and
reporting standards that require; the ownership interests in subsidiaries held
by parties other than the parent and the amount of consolidated net income
attributable to the parent and to the non-controlling interest be clearly
identified and presented on the face of the consolidated statement of income,
changes in a parent’s ownership interest while the parent remains its
controlling financial interest in its subsidiary be accounted for consistently,
when a subsidiary is deconsolidated, any retained non-controlling equity
investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the non-controlling
owners. SFAS No. 160 affects those entities that have an outstanding non
–controlling interest in one or more subsidiaries or that deconsolidate a
subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. Early
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on the Company’s financial statements.
-6-
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This
statement is intended to improve transparency in financial reporting by
requiring enhanced disclosures of an entity’s derivative instruments and hedging
activities and their effects on the entity’s financial position, financial
performance, and cash flows. SFAS 161 applies to all derivative instruments
within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives,
and nonderivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject to SFAS 161 must provide more
robust qualitative disclosures and expanded quantitative disclosures. SFAS 161
is effective prospectively for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
permitted. We are currently evaluating the disclosure implications of this
statement.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
Not
applicable because we are a smaller reporting company.
-7-
LEAGUE
NOW HOLDINGS CORPORATION
CONTENTS
|
Report
of Independent Registered Accounting Firm
|
F-1
|
|
Balance
Sheets
|
F-2
|
|
Statements
of Operations
|
F-3
|
|
Statements
of Cash Flows
|
F-4
|
|
Statement
of Stockholders’ Equity
|
F-5
|
|
Notes
to the Financial Statements
|
F-6
|
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of:
League
Now Holdings Corporation
We have
audited the accompanying balance sheets of League Now Holdings Corporation as of
December 31, 2008 and December 31, 2007, and the related statements of
operations, changes in stockholders’ deficiency and cash flows for the
years then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of League Now Holdings Corporation as
of December 31, 2008 and 2007 the results of its operations and its cash flows
for the two years then ended in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company used cash in operations of $11,023 and had a net loss of
$73,033 for the year ended December 31, 2008. This raises substantial doubt
about its ability to continue as a going concern. Management’s plans concerning
this matter are also described in Note 4. The accompanying financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
WEBB
& COMPANY, P.A.
Certified
Public Accountants
Boynton
Beach, Florida
March 2,
2009
F-1
|
LEAGUE
NOW HOLDINGS CORPORATION
|
||||||||
|
BALANCE
SHEETS
|
||||||||
|
ASSETS
|
||||||||
|
December
31,
|
||||||||
|
2008
|
2007
|
|||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 3,789 | $ | 14,812 | ||||
|
TOTAL ASSETS
|
$ | 3,789 | $ | 14,812 | ||||
|
LIABILITIES AND STOCKHOLDERS’
DEFICIENCY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable
|
$ | 65,947 | $ | 16,855 | ||||
|
Accrued
payroll
|
22,750 | 10,750 | ||||||
|
Accrued
payroll taxes
|
2,984 | 2,066 | ||||||
|
TOTAL
LIABILITIES
|
91,681 | 29,671 | ||||||
|
COMMITMENTS
AND CONTINGENCIES
|
||||||||
|
STOCKHOLDERS’
DEFICIENCY
|
||||||||
|
Preferred stock,
$0.001 par value, 10,000,000 shares authorized, none issued and
outstanding
|
- | - | ||||||
|
Common
stock, $0.001 par value, 100,000,000 shares
authorized, 25,733,125 and 25,733,125 shares issued and
outstanding, respectively
|
25,733 | 25,733 | ||||||
|
Additional
paid in capital
|
96,017 | 96,017 | ||||||
|
Accumulated
deficit
|
(209,642 | ) | (136,609 | ) | ||||
|
Total
Stockholders’ Deficiency
|
(87,892 | ) | (14,859 | ) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’
DEFICIENCY
|
$ | 3,789 | $ | 14,812 | ||||
See
accompanying notes to financial statements.
F-2
|
LEAGUE
NOW HOLDINGS CORPORATION
|
||||||||
|
STATEMENTS OF OPERATIONS
|
||||||||
|
For
the Year Ended December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
REVENUE
|
||||||||
|
Service
revenue
|
$ | 1 | $ | 334 | ||||
| 1 | 334 | |||||||
|
OPERATING
EXPENSES
|
||||||||
|
Salary
- related party
|
12,000 | 21,000 | ||||||
|
Professional
fees
|
24,611 | 26,805 | ||||||
|
Transfer
agent fees
|
4,565 | - | ||||||
|
Consulting
fees
|
30,000 | 19,500 | ||||||
|
Payroll
tax expense
|
918 | 2,066 | ||||||
|
General
and administrative
|
940 | 60 | ||||||
|
Total
Operating Expenses
|
73,034 | 69,431 | ||||||
|
LOSS
BEFORE PROVISION FOR INCOME TAXES
|
(73,033 | ) | (69,097 | ) | ||||
|
Provision
for Income Taxes
|
- | - | ||||||
|
NET
LOSS
|
$ | (73,033 | ) | $ | (69,097 | ) | ||
|
Net
loss per share - basic and diluted
|
$ | - | $ | - | ||||
|
Weighted
average number of shares outstanding during the period - basic and
diluted
|
25,733,125 | 25,580,988 | ||||||
See
accompanying notes to financial statements.
F-3
|
LEAGUE
NOW HOLDINGS CORPORATION
|
||||||||
|
STATEMENTS OF CASH FLOWS
|
||||||||
|
For
the Year Ended December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net
loss
|
$ | (73,033 | ) | $ | (69,097 | ) | ||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
|
Common
stock issued for services
|
- | 40,950 | ||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Accounts
receivable
|
- | 461 | ||||||
|
Accrued
payroll
|
12,000 | 4,850 | ||||||
|
Accrued
payroll taxes
|
918 | 2,066 | ||||||
|
Deferred
revenue
|
- | (128 | ) | |||||
|
Accounts
payable
|
49,092 | 6,855 | ||||||
|
Net
Cash Used In Operating Activities
|
(11,023 | ) | (14,043 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds
from the issuance of common stock
|
- | 50 | ||||||
|
Capital
contribution
|
- | 1,500 | ||||||
|
Proceeds
from exercise of stock options
|
- | 2,000 | ||||||
|
Net
Cash Provided By Financing Activities
|
- | 3,550 | ||||||
|
NET
DECREASE IN CASH
|
(11,023 | ) | (10,493 | ) | ||||
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
14,812 | 25,305 | ||||||
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 3,789 | $ | 14,812 | ||||
|
Supplemental
disclosure of non cash investing & financing
activities:
|
||||||||
|
Cash
paid for income taxes
|
$ | - | $ | - | ||||
|
Cash
paid for interest expense
|
$ | - | $ | - | ||||
|
Sale
of common stock for subscription receivable
|
$ | - | $ | 50 | ||||
See
accompanying notes to financial statements.
F-4
|
LEAGUE
NOW HOLDINGS CORPORATION
|
||||||||||||||||||||||||||||||||
|
STATEMENT
OF STOCKHOLDERS' DEFICIENCY
|
||||||||||||||||||||||||||||||||
|
FOR THE YEARS ENDED DECEMBER 31, 2008 AND
2007
|
||||||||||||||||||||||||||||||||
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-In
|
Deferred
Stock Compensation
|
Accumulated
Deficit
|
||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Total
|
|||||||||||||||||||||||||||
|
BALANCE,
December 31, 2006
|
- | $ | - | 24,653,125 | $ | 24,653 | $ | 61,597 | $ | (9,000 | ) | $ | (67,512 | ) | $ | 9,738 | ||||||||||||||||
|
Exercise
of stock options
|
- | - | 1,000,000 | 1,000 | 1,000 | - | - | 2,000 | ||||||||||||||||||||||||
|
Common
stock issued for services
|
- | - | 80,000 | 80 | 31,920 | - | - | 32,000 | ||||||||||||||||||||||||
|
Amortization
of deferred stock compensation
|
- | - | - | - | - | 9,000 | - | 9,000 | ||||||||||||||||||||||||
|
Capital
contribution
|
- | - | - | - | 1,500 | - | - | 1,500 | ||||||||||||||||||||||||
|
Net
loss, 2007
|
- | - | - | - | - | - | (69,097 | ) | (69,097 | ) | ||||||||||||||||||||||
|
BALANCE,
December 31, 2007
|
- | - | 25,733,125 | 25,733 | 96,017 | - | (136,609 | ) | (14,859 | ) | ||||||||||||||||||||||
|
Net
loss, 2008
|
- | - | - | - | - | - | (73,033 | ) | (73,033 | ) | ||||||||||||||||||||||
|
BALANCE,
December 31, 2008
|
- | $ | - | 25,733,125 | $ | 25,733 | $ | 96,017 | $ | - | $ | (209,642 | ) | $ | (87,892 | ) | ||||||||||||||||
See
accompanying notes to financial statements.
F-5
LEAGUE
NOW HOLDINGS CORPORATION
NOTES
TO FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2008 AND 2007
NOTE
1 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND ORGANIZATION
(A) Organization
League
Now Holdings Corporation was incorporated under the laws of the State of Florida
on September 21, 2005. The Company operates under the domain
name, www.leaguenow.com as an application service provider
offering web-based services for online video game users. The Company’s strategy
is directed toward the satisfaction of our registered members by offering
integrated internet technology for the online video game industry that quickly
and easily allows individuals to enter and play in peer organized
leagues in the United States and worldwide, 24 hours a day, 7 days a
week.
(B)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those
estimates.
(C)
Cash and Cash Equivalents
For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
(D)
Website Costs
The
Company has adopted the provisions of Emerging Issues Task Force 00-2,
“Accounting for Web Site Development Costs.” Costs incurred in the planning
stage of a website are expensed as research and development while costs incurred
in the development stage are capitalized and amortized over the life of the
asset, estimated to be three years.
(E)
Revenue Recognition
The
Company recognizes revenue from membership fees over the membership
period. Fees billed in advance are recorded as deferred revenue and
recognized over the service period. The company recognizes revenue on
banner advertising at the time the advertising is displayed in
accordance with the criteria in Staff Accounting Bulletin 104, Revenue
Recognition (SAB 104). The criteria in
SAB 104 requires that revenue is recognized when persuasive evidence of an
arrangement exists, delivery of the product or performance of the service has
occurred, no significant company obligations with regard to implementation or
integration exist, the fee is fixed or determinable and collectibility is
reasonably assured.
(F)
Long-Lived Assets
The
Company accounts for long-lived assets under the Statements of Financial
Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other
Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived
Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142 and 144,
long-lived assets, goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets.
(G) Loss Per
Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of December 31, 2008 and 2007, there were no
common share equivalents outstanding.
(H)
Business Segments
The
Company operates in one segment and therefore segment information is not
presented.
F-6
LEAGUE
NOW HOLDINGS CORPORATION
NOTES
TO FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2008 AND 2007
(I)
Stock Based Compensation
Shares,
warrants and options issued to non-employees for services are accounted for in
accordance with SFAS 123(R) and Emerging Issues Task Force Issue No. 96-18 (“
EITF 96-18”), “Accounting for Equity Instruments that are
Issued to Other Than Employees for Acquiring or In Conjunction with Selling
Goods or Services” whereby the fair value of such option and warrant grants is
determined using the Black-Scholes Model at the earlier of the date at which the
non-employee’s performance is completed or a performance commitment is
reached.
(J)
Recent Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51”. This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the non-controlling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent
remains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained non-controlling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the non-controlling
owners. SFAS No. 160 affects those entities that have an outstanding
non –controlling interest in one or more subsidiaries or that deconsolidate a
subsidiary. SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008. Early adoption is prohibited. The adoption of this
statement is not expected to have a material effect on the Company’s financial
statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to
improve transparency in financial reporting by requiring enhanced disclosures of
an entity’s derivative instruments and hedging activities and their effects on
the entity’s financial position, financial performance, and cash flows.
SFAS 161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject to SFAS
161 must provide more robust qualitative disclosures and
expanded quantitative disclosures. SFAS 161
is effective prospectively for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
permitted. We are currently evaluating the disclosure implications of this
statement.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
F-7
LEAGUE
NOW HOLDINGS CORPORATION
NOTES
TO FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2008 AND 2007
(K)
Income Taxes
The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under Statement 109, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. As of December 31, 2008, the
Company has a net operating loss carry forward of $209,642 available to offset
future taxable income through 2028. The valuation allowance at December 31, 2008
was $78,888. The net change in the valuation allowance for the year ended
December 31, 2008 was an increase of $27,482.
(L)
Financial Instruments
The
carrying amounts reported in the balance sheet for the accounts payable and
accrued expenses approximate fair value based on the short term maturity of
these instruments.
NOTE
2 EMPLOYMENT
AGREEMENT
On
October 1, 2005 the Company entered into an employment agreement with its
President. The President is to be paid $12,000 per annum for a
period of two years and receive 12,000,000 shares of common stock valued at
$24,000, ($.002 per share) on the date of issuance. The Agreement
automatically extends for additional terms of successive one-year periods unless
the company or the executive gives written notice to the other of the
termination at least 30 days prior to the expiration of the one-year
period. At December 31, 2008 and 2007, the Company’s President
was owed accrued salary of $22,750 and $10,750, respectively.
NOTE
3 CONSULTING
AGREEMENTS
On July
1, 2008 the Company entered an agreement with a financial
consultant. The Company agreed to pay the consultant $5,000 monthly
for 12 months. Payment is contingent upon the company obtaining financing of no
less than $500,000 USD or if there is a change in control. For the years ended
December 31, 2008 and December 31, 2007, the Company recorded consulting fees of
$30,000 and $0, respectively.
Additionally
the Company has agreed to the following:
(i) Placement Agent Fees: A fee
equal to ten percent (10%) of the total amount of capital raised and cashless
warrants equal to ten percent (10%) of the total amount of capital raised,
subject to the exercise price of one hundred and twenty-five percent
(125%) private placement.
(ii) For Debt Financings: A fee
equal to five percent (5%). If debt financing is in the form of a line of credit
or other form of debt that is not funded in full at the closing, then the entire
available loan amount shall be considered the total consideration against which
our fees will be calculated.
(iii) For any merger or
acquisition: An amount equal to ten percent (10%) of the total
consideration or value paid, payable in the same form as received by the
Shareholders of the target or the Company.
(iv) For a strategic alliance or
customer: An amount equal to ten percent (10%) of the annual value of the
alliance or single transaction.
NOTE
4 GOING CONCERN
As
reflected in the accompanying financial statements, the Company used cash in
operations of $11,023 and had a net loss of $73,033 for the year ended December
31, 2008. These factors raise substantial doubt about its ability to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital and implement its
business plan. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional
funding and implement its strategic plans provide the opportunity for the
Company to continue as a going concern.
F-8
Our
accountant is Webb
& Company, P.A. Independent Registered Public Accounting Firm. We do
not presently intend to change accountants. At no time have there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
Management's
Annual Report on Internal Control Over Financial Reporting.
The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company. Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008. The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of December 31, 2008, the Company’s
internal control over financial reporting was effective for the purposes for
which it is intended.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
Changes
in Internal Control over Financial Reporting
No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
Our sole
executive officer’s and director’s and his respective age as of March 24, 2009
are as follows:
|
NAME
|
AGE
|
POSITION
|
|
James
Pregiato
|
53
|
President,
Chief Executive Officer, Secretary, Treasurer and
Director
|
Set forth
below is a brief description of the background and business experience of our
sole officer and director for the past five years.
-8-
James Pregiato,
53, President. Mr. Pregiato has been
the President and sole Director of League Now Holdings Corporation since
September 2005. Mr. Pregiato brings an extensive business background to his
tenure with League Now. Mr. Pregiato is currently is a sales consultant for
Coral Cadillac-Hummer in Pompano Beach, Florida, he has operated in this
capacity since October 2005. From June 2003 to October 2005 Mr.
Pregiato was a sales consultant for Coral Springs, FLPontiac –
GMC. Prior to his experience in the automobile industry, Mr.
Pregiato served as a manager of V.P. Turnpike Caterers Inc., DBA Spring Street
Deli in Ramsey, NJ from January 1997 through March 2003. Mr. Pregiato
was responsible for the company's scheduling, ordering, accounts payable and
receivable, coordinating deliveries, and catering.
Term
of Office
Our sole
director was appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our sole officer was appointed by our board of directors and
holds office until removed by the board
Current
Issues and Future Management Expectations
No board
audit committee has been formed as of the filing of this Annual
Report.
Compliance
With Section 16(A) Of The Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.
Code
of Ethics
The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended
December 31, 2008, and 2007 in all capacities for the accounts of our executive,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||||||
|
James
Pregiato, President, Chief Executive Officer, Secretary, Treasurer
|
2008
|
$
|
12,000
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
12,000
|
||||||||||
| and Director |
2007
|
$
|
12,000
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
12,000
|
||||||||||
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through March 24,
2009.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending March 24, 2009 by the executive officer named in
the Summary Compensation Table:
None
Long-Term Incentive Plan
(“LTIP”) Awards Table.
There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
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Employment Agreements
We do not
have any employment agreements in place with our officers or
directors.
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of March 24,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class
(1)
|
|
Common
Stock
|
James
Pregiato
4075
Carambola Circle North
Coconut
Creek, Florida 33066
|
22,000,000
|
85.49%
|
|
Common
Stock
|
Phyllis
Dominiani
4075
Carambola Circle North
Coconut
Creek, FL 33066
|
2,500,000
|
9.71%
|
|
Common
Stock
|
All
executive officers and directors as a group
|
22,000,000
|
85.49%
|
Stock Option
Grants
We have
not granted any stock options to our executive officer since our
incorporation.
None.
Audit
Fees
For the
Company’s fiscal years ended December 31, 2008 and 2007, we were billed
approximately $7,810 and $6,855 for professional services rendered for the
audit and review of our financial statements.
Audit Related
Fees
There
were no fees for audit related services for the years ended December 31, 2008
and 2007.
Tax Fees
For the
Company’s fiscal years ended December 31, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2008 and
2007.
Pursuant
to the requirements of Section 13 or 15(d) 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.
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
-10-
-approved
by our audit committee; or
-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
We do not
have an audit committee. Our entire board of directors pre-approves
all services provided by our independent auditors.
The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does not have records
of what percentage of the above fees were
pre-approved. However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.
PART
IV
a)
Documents filed as part of this Annual Report
1.
Consolidated Financial Statements
2.
Financial Statement Schedules
3.
Exhibits
|
31.1
|
Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
Financial Officer
|
|
32.1
|
Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer
|
-11-
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated:
March 24, 2009
By /s/ James
Pregiato
James
Pregiato,
Chairman
of the Board of Directors,
Chief
Executive Officer,
Chief
Financial Officer, Controller,
Principal
Accounting Officer
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/
James Pregiato
|
Chairman
of the Board of Directors,
|
March
24, 2009
|
||
|
James
Pregiato
|
Chief
Executive Officer,
Chief
Financial Officer, Controller,
Principal
Accounting Officer
|
|||
-12-