Cuentas Inc. - Quarter Report: 2009 September (Form 10-Q)

f10q0909_leaguenow.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

LEAGUE NOW HOLDINGS CORPORATION

(Exact name of registrant as specified in Charter)

Florida		000-52191		20-35337265
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

4075 Carambola Circle North

Coconut Creek, Florida33066

(Address of Principal Executive Offices)

_______________

(954) 366-5079

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes  No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 13, 2009: 4,288,879 shares of Common Stock.

LEAGUE NOW HOLDINGS CORPORATION

FORM 10-Q

September 30, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition	7
Item 3	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Control and Procedures	9

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	10
Item 1A	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Submission of Matters to a Vote of Security Holders	10
Item 5.	Other Information	10
Item 6.	Exhibits	10

SIGNATURE

Item 1. Financial Information

LEAGUE NOW HOLDINGS CORPORATION
CONDENSED BALANCE SHEETS




ASSETS
	September 30, 2009 (Unaudited)			December 31, 2008
CURRENT ASSETS

Cash	$	-		$	3,789

TOTAL ASSETS	$	-		$	3,789

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES
Accounts payable	$	107,175		$	65,947
Accrued payroll		31,750			22,750
Accrued payroll taxes		3,672			2,984
Note payable		1,627			-

TOTAL IABILITIES		144,224			91,681

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS’ EQUITY 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, 4,288,879 and 4,288,879 shares issued and outstanding, respectively		429			429
Additional paid in capital		121,321			121,321
Accumulated deficit		(265,974	)		(209,642	)
Total Stockholders’ Deficiency		(144,224	)		(87,892	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	-		$	3,789

See accompanying notes to condensed unaudited financial statements

LEAGUE NOW HOLDINGS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2009			2008			2009			2008
REVENUE
Service revenue	$	-		$	-		$	-		$	-
		-			-			-			-

OPERATING EXPENSES
Salary - related party		3,000			3,000			9,000			9,000
Professional fees		3,509			4,177			14,539			24,295
Transfer agent fees		800			-			2,015			-
Consulting fees		-			15,000			30,000			15,000
Payroll tax expense		-			229			688			688
General and administrative		6			-			90			940
Total Operating Expenses		7,315			22,406			56,332			49,923

LOSS BEFORE PROVISION FOR INCOME TAXES		(7,315	)		(22,406	)		(56,332	)		(49,923	)

Provision for Income Taxes		-			-			-			-

NET LOSS	$	(7,315	)	$	(22,406	)	$	(56,332	)	$	(49,923	)

Net loss per share - basic and diluted	$	-		$	-		$	-		$	-

Weighted average number of shares outstanding during the period - basic and diluted		4,288,879			4,288,879			4,288,879			4,288,879

See accompanying notes to condensed unaudited financial statements

LEAGUE NOW HOLDINGS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)


	For the Nine Months Ended September 30,
	2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(56,332	)	$	(49,923	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued payroll		9,000			9,000
Accrued payroll taxes		688			688
Accounts payable		41,228			29,210
Net Cash Used In Operating Activities		(5,416	)		(11,025	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		1,627			-
Net Cash from financing activities		1,627			-


NET INCREASE IN CASH		(3,789	)		(11,025	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		3,789			14,812

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	-		$	3,787

Supplemental disclosure of non cash investing & financing activities:
Cash paid for income taxes	$	-		$	-
Cash paid for interest expense	$	-		$	-

See accompanying notes to condensed unaudited financial statements

LEAGUE NOW HOLDINGS CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2009

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three and nine months ended September 30, 2009 are not necessarily indicative of results that may be expected for the year ending December 31, 2009. The financial statements are presented on the accrual basis.

(B) Organization

League Now Holdings Corporation was incorporated under the laws of the State of Florida on September 21, 2005. The Company operated 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 wass 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.

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.

(D) 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.

(E) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of September 30, 2009 and 2008, there were no common share equivalents outstanding.

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(G) Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 860 “Transfers and Servicing” which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. ASC 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of ASC 860 will have on its financial statements.

In June 2009, the FASB issued ASC 810 which improves financial reporting by enterprises involved with variable interest entities. ASC 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of ASC 810 will have on its financial statements.

In June 2009, the FASB issued ASC No. 105 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. ASC 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in ASC 105. All other accounting literature not included in the Codification is nonauthoritative. The Company is evaluating the impact the adoption of ASC 105 will have on its financial statements.

(H) 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.

(I) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB ASC 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

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 September 30, 2009 and December 31, 2008, the Company’s President was owed accrued salary of $31,750 and $22,750, 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 six months ended June 30, 2009, the Company recorded consulting fees of $30,000. This agreement expired on June 30, 2009.

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 NOTE PAYABLE

On August 1, 2009 the Company borrowed $1,627 from the officer of the company. The note is non-interesting bearing and is due in one year.

NOTE 5 STOCKHOLDERS EQUITY

On May 29, 2009, the Company's stockholders approved a 1 for 6 reverse stock split for its common stock. As a result, stockholders of record at the close of business on July 1, 2009, received one share of common stock for every six shares held. Common stock, additional paid-in capital, share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

NOTE 6 GOING CONCERN

As reflected in the accompanying condensed financial statements, the Company used cash in operations of $1,627 and had a net loss of $56,332 for the nine months ended September 30, 2009 in addition, the Company had a working capital deficiency of $144,224 and a stockholders deficiency of $144,224. 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.

NOTE 7 SUBSEQUENT EVENT

On October 30, 2009 the Company borrowed $1,210 from the officer of the company. The note is non-interesting bearing and is due in one year.

On June 24, 2009, League Now Holdings Corporation (“we” or the “Company”) entered into a binding letter of intent (the “Letter of Intent”) with Merit Times International Limited, a British Virgin Islands corporation (“Merit Times”). Pursuant to the Letter of Intent, Merit Times and the Company were to commence the negotiation and preparation of a definitive share purchase agreement (the “Definitive Agreement”) whereby the Company, Merit Times and the shareholders of Merit Times will complete a share exchange transaction (the “Transaction”) on or before December 31, 2009, subject to certain conditions precedent to the closing of the Transaction. Pursuant to the Letter of Intent, Merit Times was to become a wholly-owned subsidiary of the Company.

On November 3, 2009 the Company entered into a Termination Agreement with Merit Times releasing the parties of any rights or obligations under or with respect to the letter of intent.

The Company evaluated subsequent events through November 10, 2009, the date the condensed financial statements were issued and concluded there were no additional material subsequent events other than those disclosed.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Our business plan has been to have LeagueNow grow its market share amongst the existing application service providers offering web-based services for the online video gaming industry. This plan has been and continues to be subject to attaining additional financing. We have not been able to attain adequate financing to pursue our plan of operations and 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. In order to implement our business plan, we anticipate that our operational as well as general and administrative expenses for the next 12 months will total approximately $1,378,027.

We can not satisfy our cash requirements for the next twelve months with our current cash. If we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

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.

We have not been able to raise additional funds through either debt or equity offerings. Without this additional cash we have been unable to pursue our plan of operations and commence generating revenue. We believe that we may not be able to raise the necessary funds to continue to pursue our business operations. As a result of the foregoing, we have begun to explore our options regarding the development of a new business plan and have entered into preliminary discussions with a potential merger candidate. To date no agreement has been entered into regarding such potential merger.

On July 1, 2008, we entered into an agreement with Grandview Capital, Inc., a financial consultant. We have agreed to pay Grandview $5,000 per month for 12 months with the payment contingent upon us obtaining financing of no less than $500,000 or in the event we effectuate a change in control. For the three months ended September 30, 2009, we recorded consulting fees of $0. Additionally we have 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 us.
(iv)	For a strategic alliance or customer: An amount equal to ten percent (10%) of the annual value of the alliance or single transaction.

Grandview Capital, Inc. is owed by Peter Goldstein who is the beneficial owner of Goldco Properties Limited Partnership which owns 1,000,000 shares of our common stock.

On June 24, 2009, League Now Holdings Corporation (“we” or the “Company”) entered into a binding letter of intent (the “Letter of Intent”) with Merit Times International Limited, a British Virgin Islands corporation (“Merit Times”). Pursuant to the Letter of Intent, Merit Times and the Company was to commence the negotiation and preparation of a definitive share purchase agreement (the “Definitive Agreement”) whereby the Company, Merit Times and the shareholders of Merit Times will complete a share exchange transaction (the “Transaction”) on or before December 31, 2009, subject to certain conditions precedent to the closing of the Transaction. Pursuant to the Letter of Intent, Merit Times was to become a wholly-owned subsidiary of the Company.

On November 3, 2009 the Company entered into a Termination Agreement with Merit Times releasing the parties of any rights or obligations under or with respect to the letter of intent

Results of Operations

For the three months ended September 30, 2009, we had $0 in revenue. Expenses for the three months ended September 30, 2009 totaled $7,315 resulting in a loss of $7,315. Expenses of $7,315 for the three months ended September 30, 2009 consisted of $6 for general and administrative expenses, $0 for consulting fees, $3,000 for salary to a related party, $3,509 for professional fees and $800 for transfer agent fees.

For the three months ended September 30, 2008, we had $0 in revenue. Expenses for the three months ended September 30, 2008 totaled $22,406 resulting in a loss of $22,406. Expenses of $22,406 for the three months ended September 30, 2008 consisted of $3,000 for salary to a related party, $4,177 for professional fee, $15,000 for consulting fees and $229 payroll tax expense.

For the nine months ended September 30, 2009, we had $0 in revenue. Expenses for the nine months ended September 30, 2009 totaled $56,332 resulting in a loss of $56,332. Expenses of $56,332 for the nine months ended September 30, 2009 consisted of $90 for general and administrative expenses, $30,000 for consulting fees, $9,000 for salary to a related party, $14,539 for professional fee, $2,015 for transfer agent fees and $688 payroll tax expense.

For the nine months ended September 30, 2008, we had $0 in revenue. Expenses for the nine months ended September 30, 2008 totaled $49,923 resulting in a loss of $49,923. Expenses of $49,923 for the nine months ended September 30, 2008 consisted of $940 for general and administrative expenses, $9,000 for salary to a related party, $24,295 for professional fee, $15,000 for consulting fees and $688 payroll tax expense.

Capital Resources and Liquidity

As of September 30, 2009 we had $0 in cash.

As reflected in the accompanying financial statements, we used cash in operations of $5,416 and had a net loss of $56,332 for the nine months ended September 30, 2009. 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

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).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for Smaller Reporting Companies.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls. 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.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None

Item 6 - Exhibits

(a) Exhibits


Exhibits. No.		Description

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LEAGUE NOW HOLDINGS CORPORATION

Date: November 16, 2009	By:	/s/ James Pregiato
		James Pregiato Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, Controller, Principal Accounting Officer