Cuentas Inc. - Quarter Report: 2010 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2010
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For the transition period from__ to___
Commission file number
Commission file number: 333-148987
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LEAGUE NOW HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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20-35337265
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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5601 W. Spring Parkway
Plano, TX 75021
(Address of principal executive offices) (Zip Code)
(972) 378-6600
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, 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 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 o No x
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 o
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. (Check one):
Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: There were a total of 70,007,296 shares of Common Stock outstanding as of November 18, 2010.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.
As used in this quarterly report, the terms "we", "us", "our", “Registrant”, “the Company” and "League Now" mean League Now Holdings Corporation, a Florida corporation, and our wholly-owned subsidiaries.
TABLE OF CONTENTS
Part I – FINANCIAL INFORMATION
LEAGUE NOW HOLDINGS CORPORATION
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Septermber 30, 2010
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December 31, 2009
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(Unaudited)
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| ASSETS | ||||||||
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TOTAL ASSETS
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$ | - | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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CURRENT LIABILITIES
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Accounts payable
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$ | 125,844 | $ | 111,665 | ||||
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Accrued payroll
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43,750 | 34,750 | ||||||
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Accrued payroll taxes
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4,590 | 3,902 | ||||||
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Note payable
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9,172 | - | ||||||
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Note payable - related party
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1,627 | 1,627 | ||||||
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TOTAL LIABILITIES
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184,983 | 151,944 | ||||||
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COMMITMENTS AND CONTINGENCIES
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- | - | ||||||
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STOCKHOLDERS’ DEFICIENCY
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Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding
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- | - | ||||||
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Common stock, $0.001 par value, 100,000,000 shares authorized, 45,748,228 and 45,748,228 shares issued and outstanding, respectively
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45,748 | 45,748 | ||||||
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Additional paid in capital
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76,002 | 76,002 | ||||||
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Accumulated deficit
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(306,733 | ) | (273,694 | ) | ||||
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Total Stockholders’ Deficiency
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(184,983 | ) | (151,944 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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$ | - | $ | - | ||||
See accompanying notes to condensed unaudited financial statements.
1
LEAGUE NOW HOLDINGS CORPORATION
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For the Three Months Ended September 30,
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For the Nine Months Ended September 30,
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2010
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2009
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2010
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2009
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REVENUE
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Service revenue
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$ | - | $ | - | $ | - | $ | - | ||||||||
| - | - | - | - | |||||||||||||
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OPERATING EXPENSES
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Salary - related party
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3,000 | 3,000 | 9,000 | 9,000 | ||||||||||||
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Professional fees
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5,199 | 3,509 | 20,941 | 14,539 | ||||||||||||
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Transfer agent fees
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601 | 800 | 2,410 | 2,015 | ||||||||||||
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Consulting fees
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- | - | - | 30,000 | ||||||||||||
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Payroll tax expense
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229 | - | 688 | 688 | ||||||||||||
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General and administrative
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6 | - | 90 | |||||||||||||
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Total Operating Expenses
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9,029 | 7,315 | 33,039 | 56,332 | ||||||||||||
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LOSS BEFORE PROVISION FOR INCOME TAXES
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(9,029 | ) | (7,315 | ) | (33,039 | ) | (56,332 | ) | ||||||||
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Provision for Income Taxes
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- | - | - | - | ||||||||||||
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NET LOSS
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$ | (9,029 | ) | $ | (7,315 | ) | $ | (33,039 | ) | $ | (56,332 | ) | ||||
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Net loss per share - basic and diluted
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$ | - | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
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Weighted average number of shares outstanding during the period - basic and diluted
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45,748,288 | 45,748,288 | 45,748,288 | 45,748,288 | ||||||||||||
See accompanying notes to condensed unaudited financial statements.
2
LEAGUE NOW HOLDINGS CORPORATION
(UNAUDITED)
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For the Nine Months Ended September 30,
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2010
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2009
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (33,039 | ) | $ | (56,332 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Changes in operating assets and liabilities:
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Accrued payroll
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9,000 | 9,000 | ||||||
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Accrued payroll taxes
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688 | 688 | ||||||
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Accounts payable
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14,179 | 41,228 | ||||||
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Net Cash Used In Operating Activities
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(9,172 | ) | (5,416 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from note payable
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9,172 | 1,627 | ||||||
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Net Cash from Fnancing Activities
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9,172 | 1,627 | ||||||
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NET DECREASE IN CASH
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- | (3,789 | ) | |||||
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
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- | 3,789 | ||||||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | - | $ | - | ||||
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Supplemental disclosure of non cash investing & financing activities:
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Cash paid for income taxes
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$ | - | $ | - | ||||
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Cash paid for interest expense
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$ | - | $ | - | ||||
See accompanying notes to condensed unaudited financial statements.
3
LEAGUE NOW HOLDINGS CORPORATION
AS OF SEPTEMBER 30, 2010
(UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Basis of Presentation
The accompanying unaudited condensed 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 nine months ended September 30, 2010 are not necessarily indicative of results that may be expected for the year ending December 31, 2010. The condensed 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 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 was 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.
(C) 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.
(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, 2010 and 2009, there were no common share equivalents outstanding.
(F) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(G) Financial Instruments
The carrying amounts reported in the balance sheet for the accounts payable, accrued expenses, notes payable and note payable related party approximate fair value based on the short term maturity of these instruments.
(H) 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, 2010 and December 31, 2009, the Company’s President was owed accrued salary of $43,750 and $34,750, respectively.
4
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.. 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 March 10, 2010 the Company borrowed $4,672 from a third party. The note is non-interesting bearing and is due in one year.
On March 31, 2010 the Company borrowed $3,500 from a third party. The note is non-interesting bearing and is due in one year.
On August 9, 2010 the Company borrowed $1,000 from a third party. The note is non-interesting bearing and is due on demand.
NOTE 5. NOTE PAYABLE – RELATED PARTY
On August 1, 2009 the Company borrowed $1,627 from the officer of the company. The note is non-interesting bearing and is due on August 1, 2010. On August 4, 2010, the officer extended the due date of the note to August 1, 2011.
NOTE 6. STOCKHOLDERS’ DEFICIENCY
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.
On January 12, 2010, the Company's stockholders approved a 2 for 1 forward stock split for its common stock. As a result, stockholders of record at the close of business on January 12, 2010, received two shares of common stock for every one share 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.
On April 26, 2010, the Company's stockholders approved a 1 for 3 reverse stock split for its common stock. As a result, stockholders of record at the close of business on June 1, 2010, received one shares of common stock for every three share 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.
On October 4, 2010, the Company's stockholders approved a 16 for 1 forward stock split for its common stock. As a result, stockholders of record at the close of business on October 21, 2010, received sixteen shares of common stock for every one share 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.
5
NOTE 7. GOING CONCERN
As reflected in the accompanying unaudited condensed financial statements, the Company used cash in operations of $9,172 and had a net loss of $33,039 for the nine months ended September 30, 2010. In addition, the Company had a working capital deficiency and a stockholder's deficiency of $184,983 as of September 30, 2010. 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 8. SUBSEQUENT EVENTS
On October 4, 2010, the Company's stockholders approved a 16 for 1 forward stock split for its common stock. As a result, stockholders of record at the close of business on October 21, 2010, received sixteen shares of common stock for every one share 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.
On October 6, 2010, we acquired 100% of the issued and outstanding shares of Pure Motion, Inc., a company that specializes in developing and improving fine motor skills and mental acuity in recreational sports products and systems in exchange for 24,009,008 post split shares of the Company’s common stock. In accordance with the share exchange agreement, the Company agreed to repurchase and cancel 38,048,000 post split shares of common stock from the former CEO for an initial payment of $100,000 and additional payments of $50,000 on October 31, 2010, November 30, 2010 and December 31, 2010 respectively. The transaction will be accounted for as a purchase by the Company of Pure Motion, Inc. Upon closing of the transaction, Mr. Pregiato resigned as an officer and director of the Company.
As of the date of this report, the Company has not tendered any portion of the Final Payment and is in default under the share exchange agreement. James Pregiato’s 38,048,000 shares are being held in escrow subject to the Company's satisfaction of the Final Payment of $150,000. If the Company fails to make the entire Final Cash Payment by December 31, 2010, James Pregiato will have the right to keep the 38,048,000 shares that are in escrow and will continue to hold the right to approve any issuances by the Company of its securities. The Company is seeking financing that will enable it to complete the purchase. There is no guarantee that the Company will be able to obtain such financing on favorable terms. In addition, the Company has not received approval for the issuance of the 250,000 shares issued below and has materially breached the terms of the shares exchange agreement with Mr. Pregiato.
On November 15, 2010, the Company entered into an agreement with Crown Equity Holdings, Inc. ("Crown Equity") engaging Crown Equity to handle the Company's investor relations. The engagement is for a term of 12 months. As compensation for its services, Crown Equity will receive 250,000 shares of restricted common stock of the Company, $5,000 each month for 90 days and $10,000 each month for the remainder of the term of the engagement. The Company has the option to extend the engagement for an additional six months provided the Company issues to Crown Equity an additional 250,000 restricted shares of common stock and continues to pay the monthly retainer. This agreement may be cancelled by either party upon 30 days' notice.
6
Our original business plan was designed to take advantage of existing web based service providers offering web-based services for the online video gaming industry. We had offered 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. We have not been able to raise additional funds through either debt or equity offerings. Without this additional cash we have been unable to complete our plan of operations and generate sufficient revenue to complete our business plan.
On October 4, 2010, the Company's stockholders approved a 16 for 1 forward stock split for its common stock. As a result, stockholders of record at the close of business on October 21, 2010, received sixteen shares of common stock for every one share held.
On October 6, 2010, in accordance with a share exchange agreement, we acquired 100% of the issued and outstanding shares of Pure Motion, Inc. (“Pure Motion”), for 24,009,008 post split shares of our common stock. We agreed to repurchase and cancel 38,048,000 post split shares of common stock from our former CEO, James Pregiato, for an initial payment of $100,000 and an additional payment of $150,000 in increments of $50,000 on each of October 31, 2010, November 30, 2010 and December 31, 2010. The transaction will be accounted for as a purchase by the Company of Pure Motion. The 38,048,000 shares are being held in escrow until receipt of the Final Cash Payment. Upon closing of the transaction, Mr. Pregiato resigned as an officer and director of the Company. Mr. Pregiato agreed to extinguish all outstanding debt and liabilities of League Now outstanding as of the Closing Date upon receipt of the Final Cash Payment.
Pure Motion has spent the last two years developing and customizing its patented reflector based technology to provide specific solutions to various gaming and military training entities. TOMI’s application within the golf industry is one example of how the company has adapted its technology for specific use in the instructional sports industry, further applications in broad gaming and military training markets appear to be prevalent. Pure Motion has the ability to expand, develop and specialize its technology for wide-ranging applications that have the potential to reach several near term vertical markets. Pure Motion currently has two employees and two consultants.
The Company is in the process of raising sufficient capital to execute its business plan and to make its payments pursuant to the share exchange agreement. However, as of the date of this report, the Company has not made payment on any portion of the Final Cash Payment and is in breach of the share exchange agreement. If the Company fails to make the entire Final Cash Payment by December 31, 2010, James Pregiato will have the right to keep the 38,048,000 shares that are in escrow and will continue to hold the right to approve any issuances by the Company of its securities.
7
Results of Operations
For the three months ended September 30, 2010, we had $0 in revenue. Expenses for the three months ended September 30, 2010 totaled $9,029 resulting in a loss of $9,029. Expenses of $9,029 for the three months ended September 30, 2010 consisted of $0 for general and administrative expenses, $0 for consulting fees, $3,000 for salary to a related party, $5,199 for professional fees, $601 for transfer agent fees and $229 for payroll tax expense.
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 $7,135. Expenses of $7,135 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, $800 for transfer agent fees and $0 for payroll tax expense.
For the nine months ended September 30, 2010, we had $0 in revenue. Expenses for the nine months ended September 30, 2010 totaled $33,039 resulting in a loss of $33,039. Expenses of $33,039 for the nine months ended September 30, 2010 consisted of $0 for general and administrative expenses, $0 for consulting fees, $9,000 for salary to a related party, $20,941 for professional fees, $2,410 for transfer agent fees and $688 for 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 fees, $2,015 for transfer agent fees and $688 for payroll tax expense.
Capital Resources and Liquidity
As of September 30, 2010 we had $0 in cash. Therefore the Comany's sources of cash are not adequate for the next twelve months of operations. As reflected in the accompanying unaudited condensed financial statements, we used cash in operations of $9,172 and had a net loss of $33,039 for the nine months ended September 30, 2010. In addition, the Company had a working capital deficiency and a stockholders’ deficiency of $184,983 as of September 30, 2010. 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 our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
On October 6, 2010, we acquired 100% of the issued and outstanding shares of Pure Motion, Inc., a company that specializes in developing and improving fine motor skills and mental agilitly in recreational sports products and systems in exchange for 24,009,008 post split shares of the our common stock. In accordance with the share exchange agreement, we agreed to repurchase and cancel 38,048,000 post split shares of common stock from our former CEO for an initial payment of $100,000 and an additional payment of $150,000 was to paid in increments of $50,000 on each of October 31, 2010, November 30, 2010 and December 31, 2010. Upon the repurchase and cancellation of our former CEO’s shares, the shareholders of Pure Motion, Inc. will have received approximately 76% of the post transaction outstanding common stock. Upon closing of the transaction, Mr. Pregiato resigned as an officer and director of the Company.
As of the date of this report, the Company has not tendered any portion of the Final Payment and is in default under the share exchange agreement. James Pregiato’s 38,048,000 shares are being held in escrow subject to the Company's satisfaction of the Final Payment of $150,000. If the Company fails to make the entire Final Cash Payment by December 31, 2010, James Pregiato will have the right to keep the 38,048,000 shares that are in escrow and will continue to hold the right to approve any issuances by the Company of its securities. The Company is seeking financing that will enable it to complete the purchase. There is no guarantee that the Company will be able to obtain such financing on favorable terms.
On November 15, 2010, the Company entered into an agreement with Crown Equity Holdings, Inc. ("Crown Equity") engaging Crown Equity to handle the Company's investor relations. The engagement is for a term of 12 months. As compensation for its services, Crown Equity will receive 250,000 shares of restricted common stock of the Company, $5,000 each month for 90 days and $10,000 each month for the remainder of the term of the engagement. The Company has the option to extend the engagement for an additional six months provided the Company issues to Crown Equity an additional 250,000 restricted shares of common stock and continues to pay the monthly retainer. This agreement may be cancelled by either party upon 30 days' notice.
8
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 of 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 condensed results of operations, financial position or liquidity for the periods presented in this report.
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).
A smaller reporting company is not required to provide the information required by this Item.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls `and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2010.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
We are subject to various legal proceedings from time to time in the ordinary course of business, none of which are required to be disclosed under this Item 1.
9
A smaller reporting company is not required to provide the information required by this Item.
None .
None.
As of the date of this report, the Company has not made payment on any portion of the Final Cash Payment and is in breach of the share exchange agreement. James Pregiato’s 38,048,000 shares are being held in escrow subject to the Company's satisfaction of the Final Payment of $150,000. If the Company fails to make the entire Final Cash Payment by December 31, 2010, James Pregiato will have the right to keep the 38,048,000 shares that are in escrow and will continue to hold the right to approve any issuances by the Company of its securities.
The Company is seeking financing that will enable it to complete the purchase. There is no guarantee that the Company will be able to obtain such financing on favorable terms. In addition, The company has not yet received approval of the issuance of the 250,000 shares to crown equity and this is a material breach of the share exchange agreement.
| Exhibit No. | Description | |
| 31.1 |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
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| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
____________
*filed herewith
10
SIGNATURES
Pursuant to the requirements 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.
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League Now Holdings Corporation (Registrant)
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Date: November 22, 2010
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By:
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/s/ Mario Barton | |
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Mario Barton
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President and Chief Executive Officer
|
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| (Principal Executive Officer) | |||
| Chief Financial Officer | |||
| (Principal Financial Officer) | |||