UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_____________________




FORM
10-KSB





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


For the
fiscal year ended March 31, 2008.




OR




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




Commission
File No. 0-50863





NEXXNOW,
INC.


(Name of
Small Business Issuer in its Charter)





New York
            30-0299889(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer ID Number)





37 Hamburg Street, East
Aurora, NY 14052


(Address
of principal executive offices)





Issuer's
Telephone Number, including Area Code: 716-714-7102





Securities
Registered Pursuant to Section 12(b) of the Act: None


Securities
Registered Pursuant to Section 12(g) of the Act:





Common
Stock, $.01 par value per share





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.    Yes __    No  X_





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or 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
___













Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [   ]





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
issuer’s revenues for its most recent fiscal year: $ 40,416.





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates, computed by reference to the price at which the common equity
was sold, or the average bid and ask prices of such common equity, as of a
specified date within the past 60 days.





The
aggregate market value of the Registrant’s common stock, $.01 par value, held by
non-affiliates as of July 11, 2008 was $11,170,667.





As of
July 11, 2008 the number of shares outstanding of the Registrant’s common stock
was 14,505,941 shares, $.01 par value.




Transitional
Small Business Disclosure Format:    Yes
___     NoX_


DOCUMENTS INCORPORATED BY
REFERENCE: None








FORWARD-LOOKING
STATEMENTS: NO ASSURANCES INTENDED





In
addition to historical information, this Annual Report contains forward-looking
statements, which are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or
similar expressions. These forward-looking statements represent Management’s
belief as to the future of NexxNow.  Whether those beliefs become
reality will depend on many factors that are not under Management’s
control.  Many risks and uncertainties exist that could cause actual
results to differ materially from those reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, those discussed in the section entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Risk Factors That May
Affect Future Results.” Readers are cautioned not to place undue reliance on
these forward-looking statements. We undertake no obligation to revise or
publicly release the results of any revision to these forward-looking
statements.







PART 1





Item
1.  Business





NexxNow,
Inc. began to develop its current business operations in February 2004 under the
name “Centale, Inc.”   By the end of fiscal 2006, which ended on
March 31, 2006, NexxNow had completed the development of its core technology,
acquired complementary technologies and businesses, and expanded its business
scope.  The technological core of our business was a desktop
communications platform that is programmable and interactive.  The
application can be distributed either as a downloadable hyperlink on a website,
or as an e-mail attachment.  The application has broad potential
utility – ergo, a broad potential market – since it can be a platform for
whatever text, graphics or functions a customer wants to communicate directly
through the desktops of its end users.





Unfortunately,
a lack of working capital defeated our efforts to develop the potential market
for our software.  Through fiscal 2007 and fiscal 2008 we implemented
a number of marketing initiatives, none of which were successful.  As
fiscal 2008 ended, we determined that we could not be successful as a company
based on the exploitation of a single technology, but that the technology could
be a valuable component of a more balanced media company.  For that
reason, in April 2008 we acquired ownership of NexxNow China, Inc., an
enterprise organized to provide multi-media, sports-related advertising
platforms focused on penetrating the Chinese consumer
marketplace.  Our software application, which we now call the
“Audience Communication Executable” (“ACE”), will serve as one aspect, but not
the exclusive aspect, of those marketing programs.





NexxNow
China





NexxNow China was organized to organize
Internet and televised broadcasts of US sports-related entertainment to The
People’s Republic of China.  Its initial project is to achieve
broadcast distribution of basketball games played by the NexxNow Dragons, a
professional basketball team owned by NexxNow.  The NexxNow Dragons
compete in the Premier Basketball League, which hosts its games throughout North
America from December through April.   NexxNow management has
designed the NexxNow Dragons to appeal to the Chinese media market by filling
its roster with a balance of Chinese nationals and U.S.-born
players.


1





The media mix now being pursued for the
NexxNow Dragon broadcasts includes both Chinese television and Internet
broadcasts accessible within China.  In addition, NexxNow plans to
distribute a NexxNow Dragons ACE to its fans, in order to take advantage of the
ACE’s powerful audience retention capabilities.





ACE - The Audience Communication
Executable




The ACE
was developed by NexxNow to capitalize on the growing Internet
community.   The ACE resides, after download, on the end user’s
computer desktop.  Through the ACE NexxNow or NexxNow’s licensee can
establish 1-to-1 “real-time” communication direct to the end user’s desktop 24/7
in audio, video, rich media, animation, and/or text.  We can customize
the platforms to satisfy the particular communication needs of each of our
advertising customers.





Backlog





We have no backlog of orders at this
time.





Employees





We currently employ three individuals,
all of whom are involved in administration and marketing.  Two of our
employees are employed on a full-time basis.  None of our employees
belongs to a collective bargaining unit.





Item
2.  Properties





NexxNow occupies an office in East
Aurora, New York.  The monthly rental is $800.





Item
3. Legal Proceedings





None.





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





Not
applicable.





2





PART
II





Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Small
      Business Issuer Purchases of Equity
Securities





(a)
Market Information





The
Company’s common stock is quoted on the OTC Bulletin Board under the symbol
“NXXN.OB.”  Set forth below are the high and low bid prices for each
quarter in the past two fiscal years.  The reported bid quotations
reflect inter-dealer prices without retail markup, markdown or commissions, and
may not necessarily represent actual transactions.   The prices
have been adjusted to reflect the 1-for-35 reverse split on March 4, 2008 and
the 1-for-4 reverse split on June 6, 2008 as if they have occurred on April 1,
2006. BidQuarter
      Ending
                High
                LowJune
      30, 2006
                $  210.00
                $   29.40September
      30, 2006
                $    36.40
                $     7.00December
      31, 2006
                $    14.00
                $     4.20March
      31, 2007
                $      8.40
                $     2.80June
      30, 2007
                $  349.65
                $
      113.99September
      30, 2007
                $  104.90
                $   13.99December
      31, 2007
                $    69.93
                $     8.39March
      31, 2008
                $    34.97
                $       .08
 (b)
Shareholders


Our
shareholders list contains the names of 178 registered stockholders of record of
the Company’s Common Stock.




(c)  Dividends





The
Company has never paid or declared any cash dividends on its Common Stock and
does not foresee doing so in the foreseeable future.  The Company
intends to retain any future earnings for the operation and expansion of the
business.  Any decision as to future payment of dividends will depend
on the available earnings, the capital requirements of the Company, its general
financial condition and other factors deemed pertinent by the Board of
Directors







(d)  Sale
of Unregistered Securities




None.




3


(e)
Repurchase of Equity Securities




The
Company did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Act during the 4th quarter
of fiscal 2008.







Item
      6.
            Management’s
      Discussion and Analysis





Results of Operations





Due to our lack of funds, our
operations during fiscal year 2008 (which ended on March 31, 2008) were very
limited, as we were able to deliver only three applications to
customers.  As a result, our revenue for the year ended March 31, 2008
was only $40,416.  In contrast, during the year ended March 31, 2007
we posted $697,216 in revenue, primarily from license fees relating to our
software applications.




Our largest expense in fiscal 2008 was
the combination of consulting fees, officers’ compensation and salaries and
wages, which totaled $1,270,683.  Only a small portion of these
expenses were paid in cash, however.  During fiscal year 2008 the
market value of the common stock we issued in exchange for services totaled
$1,218,802.




The second largest category of expense
that we incurred during fiscal 2008 was loan fees, which totaled
$180,000.  This represents the expenses we incurred in order to fund
our operations.  The $180,000 in loan fees represented the value of
common stock that we issued to certain shareholders to induce them to lend us
funds for working capital.  Because of NexxNow’s poor financial
condition, it has not been possible for us to obtain financing on conventional
terms.  Until we improve our balance sheet and achieve profitable
operations, we will continue to incur large expenses for financing
costs.




Our
business activities during fiscal 2008 resulted in $1,718,485 in
expenses.  During the  year we sold some stock that we
received as a fee in 2006, obtaining an aggregate gain of $87,380.  So
our net loss for fiscal 2008 was $1,629,490, compared to a net loss of
$5,535,615 in fiscal year 2007.  Until the NexxNow China business
begins to generate significant revenue, we will continue to incur
losses.





Liquidity and Capital
Resources




Since we initiated our current business
in 2004, our operations have been funded primarily by the private sale of equity
and debt to investors.  During the year ended March 31, 2008, our
operations were funded by loans from shareholders and investors.  The
net amount of loans received in fiscal 2008 was $438,688.  Through
March 31, 2008, however, we had used virtually all of those funds for our
operations.




When
fiscal year 2008 ended on March 31, 2008, our balance sheet showed a working
capital deficit of $766,098.  Since that date, however, we have
significantly improved our balance sheet.  In April 2008 three
creditors agreed to take common stock in exchange for $401,549 in
debt.  Subsequently, in June 2008 the five holders of $105,605 in debt
assumed by NexxNow in connection with its acquisition of NexxNow China converted
that debt into common
stock.  Nevertheless, we currently have very little cash on hand and
no other liquid assets.  Therefore, in order to carry on our business,
we must obtain additional capital.




We
continue to actively seek investment capital.  At the present time,
however, no one has committed to provide us any additional funds.





4




Off-Balance Sheet Arrangements





We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition or results of operations.





Application
of Critical Accounting Policies




In
preparing our financial statements we are required to formulate working policies
regarding valuation of our assets and liabilities and to develop estimates of
those values.  In our preparation of the financial statements for
fiscal year 2008, there were two estimates made which were (a) subject to a high
degree of uncertainty and (b) material to our results.  The first was
our determination, explained in Note B to the Financial Statements that we
should record a valuation allowance for the full value of the deferred tax asset
created by our net operating loss carry-forward.  The primary reason
for the determination was our lack of certainty as to whether NexxNow would
carry on profitable operations in the future.  The second material
estimate, explained in Note C to our financial statements, was our determination
that the software technology that we acquired during fiscal 2006 will have a
useful life of five years. Based on that determination, we are amortizing the
expenses we incurred in acquiring and developing that technology over a five
year period.




We made
no material changes to our critical accounting policies in connection with the
preparation of financial statements for fiscal year 2008.




Impact of Accounting
Pronouncements




There were no recent accounting
pronouncements that have had a material effect on the Company’s financial
position or results of operations.  There were no recent accounting
pronouncements that are likely to have a material effect on the Company’s
financial position or results of operations.





Risk Factors That May Affect Future
Results





You should carefully consider the risks
described below before buying our common stock.  If any of the risks
described below actually occurs, that event could cause the market value of our
common stock to decline, and you could lose all or part of your
investment.





We have no source of revenue at this
time.




NexxNow China was organized last
year.  It has developed a number of relationships with media providers
and with participants in the basketball industry.  None of those
r elationships,
however, has developed into a source of revenue.  The viability of our
company will depend on management’s success in developing significant sources of
revenue.




5




Our
inability to pay our debts could prevent us from continuing in
business.




At March 31, 2007 we had only $166 in
cash and no other current assets to balance $766,264 in current
liabilities.  In order for us to continue in business, it will be
necessary that we obtain additional capital.  If we are unable to
obtain sufficient capital, we will not survive in business.  We have
no commitment from any source to provide us further financing.





We
will need to issue a substantial amount of equity in order to fund our business
operations.




Because
of our lack of liquid assets, it will be necessary for us to issue a substantial
amount of equity during fiscal 2009 in order to fund our
operations.  These sales of equity will dilute the interest of current
shareholders in our company.  In addition, to the extent that we sell
the equity for prices below market, the sale of equity will also dilute the
value of the shares held by our current shareholders.





Our technology could be replicated by
competitors.




The
technology captured within the ACE platform is the result of five years of
development by NexxNow and its predecessors.  However, a sophisticated
software development company could replicate our technology today in a matter of
months.  If a large software distributor undertook direct competition
with us, its superior capital resources could hinder or defeat our efforts to
capture a significant market position.





We
rely on outsourcing for design and development.




NexxNow
employs no designers, no engineers and no programmers.  All of the
development services required to fulfill our contracts for desktop applications
will be performed by companies under contract to us.  The outsourcing
process opens us up to several risks, including delays in fulfilling our
contracts, delays in obtaining necessary technology, and potential loss of our
trade secrets.





NexxNow is not likely to hold annual
shareholder meetings in the next few years.




New York corporation law provides that
members of the board of directors retain authority to act until they are removed
or replaced at a meeting of the shareholders.  The holders of ten
percent of the outstanding common stock may demand that an annual meeting be
held.  But absent such a demand, the board has no obligation to call a
shareholders meeting.  Unless a shareholders meeting is held, the
existing directors elect directors to fill any vacancy that occurs on the board
of directors.  The shareholders, therefore, have no control over the
constitution of the board of directors, unless a shareholders meeting is
held.




NexxNow has never held an annual or a
special meeting of shareholders.  The Board of Directors of NexxNow
consists of individuals who were elected to their positions by previous members
of the Board of Directors.  Management does not expect to hold annual
meetings of shareholders in the next few years, due to the expense
involved.  Therefore, any new members of the Board of Directors or any
replacements for current members will be nominated and elected by the present
members of the Board.


6




Related party transactions may occur on
terms that are not favorable to NexxNow.




On several occasions during the past
three years, NexxNow has engaged in business transactions with its founder,
Thaddeus A. Wier, Jr., or with Mr. Wier’s spouse.  Among the
transactions were several financing transactions in which Mr. Wier or his spouse
loaned money to NexxNow, a transaction in which NexxNow purchased technology
from Mr. Wier, a number of consulting agreements under which NexxNow paid cash
or issued stock to Mr. Wier, and a transaction in December 2006 when NexxNow
issued 84 million shares to Mr. Wier to compensate him for cancellation of his
agency contract.  Mr. Wier is currently a consultant to NexxNow, and
his daughter is a member of the NexxNow Board of Directors and the owner of 38%
of NexxNow’s outstanding shares.  It is possible that Mr. Wier will
engage in other transactions with NexxNow.  It is also possible that
NexxNow will engage in financing or other transactions with other shareholders
or members of its Board of Directors.  It is unlikely that NexxNow
will obtain independent confirmation that the terms of such related party
transactions are fair.  If the terms are unfair to NexxNow, the
transactions could harm our operating results.





The volatility of the market for
NexxNow common stock may prevent a shareholder from obtaining a fair price for
his shares.




NexxNow at the present time has fewer
than 500 shareholders and only a small number of market makers.  As a
result, the market price for our common stock is volatile, at times moving over
100% in one day.  Unless and until the market for our common stock
grows and stabilizes, the common shares you purchase will remain
illiquid.  A shareholder in NexxNow who wants to sell his shares,
therefore, runs the risk that at the time he wants to sell, the market price may
be much less than the price he would consider to be fair.





Only a small portion of the investment
community will purchase “penny stocks” such as NexxNow common
stock.




NexxNow’ common stock is defined by the
SEC as a “penny stock” because it trades at a price less than $5.00 per
share.  SEC Rule 15g-9 under the Securities Exchange Act of 1934
imposes additional sales practice requirements on broker-dealers that recommend
the purchase or sale of penny stocks to persons other than those who qualify as
an "established customer" or an "accredited investor."  This includes
the requirement that a broker-dealer must make a determination on the
appropriateness of investments in penny stocks for the customer and must make
special disclosures to the customer concerning the risks of penny
stocks.  Many brokerage firms will discourage their customers from
purchasing penny stocks, and even more brokerage firms will not recommend a
penny stock to its customers.  Most institutional investors will not
invest in penny stocks.  In addition, many individual investors will
not consider a purchase of a penny stock due, among other things, to the
negative reputation that attends the penny stock market.  As a result
of this widespread disdain for penny stocks, there will be a limited market for
NexxNow’ common stock as long as it remains a “penny stock.”  This
situation may limit the liquidity of your shares.


7




Item
7.           Financial
Statements





The Company’s financial statements,
together with notes and the Report of Independent Registered Public Accounting
Firm, are set forth immediately following Item 14 of this Form
10-KSB.




Item
      8.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure





Not
Applicable





Item
8A.        Controls and
Procedures





a.Evaluation of
Disclosure Controls and Procedures.




Paul Riley, our Chief Executive Officer
and Chief Financial Officer, carried out an evaluation of the effectiveness of
NexxNow’s disclosure controls and procedures as of March 31,
2008.  Pursuant to Rule13a-15(e) promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, “disclosure
controls and procedures” means controls and other procedures that are designed
to insure that information required to be disclosed by NexxNow in the reports
that it files with the Securities and Exchange Commission is recorded,
processed, summarized and reported within the time limits specified in the
Commission’s rules.  “Disclosure controls and procedures” include,
without limitation, controls and procedures designed to insure that information
NexxNow is required to disclose in the reports it files with the Commission is
accumulated and communicated to our Chief Executive Officer and Chief Financial
Officer as appropriate to allow timely decisions regarding required
disclosure.  In the course of that review, Mr. Riley identified a
material weakness (as defined in Public Company Accounting Oversight Board
Standard No. 2) in our internal control over financial reporting.





The material weakness consisted of
inadequate staffing and supervision within the bookkeeping and accounting
operations of our company.  The relatively small number of employees
who have bookkeeping and accounting functions prevents us from segregating
duties within our internal control system.  The inadequate segregation
of duties is a weakness because it could lead to the untimely identification and
resolution of accounting and disclosure matters or could lead to a failure to
perform timely and effective reviews.  In light of this situation,
management has considered adding personnel to the company’s bookkeeping and
accounting operations.  However, as there has been no instance during
fiscal 2008 in which the company failed to identify or resolve a disclosure
matter or failed to perform a timely and effective review, management determined
that the addition of personnel to our bookkeeping and accounting operations is
not an efficient use of our limited resources at this time.


8





Based on
his evaluation, Mr. Riley concluded that NexxNow’s system of disclosure controls
and procedures was effective as of March 31, 2008 for the purposes described in
this paragraph.





b.
            Changes in Internal
      Controls.




There was
no change in internal controls over financial reporting (as defined in Rule
13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in
connection with the evaluation described in the preceding paragraph that
occurred during NexxNow’s fourth fiscal quarter that has materially affected or
is reasonably likely to materially affect NexxNow’s internal control over
financial reporting.





c.
            Management’s Report On
      Internal Control Over Financial
  Reporting.




Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934.  We have assessed the effectiveness
of those internal controls as of March 31, 2008, using the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control –
Integrated Framework as a basis for our assessment.




Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  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 and procedures may deteriorate.  All internal
control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.




A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company’s
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company’s annual or interim financial statements
that is more than inconsequential will not be prevented or detected. In the
course of making our assessment of the effectiveness of internal controls over
financial reporting, we identified two material weaknesses in our internal
control over financial reporting.  These material weaknesses consisted
of:




a.         Inadequate staffing and supervision
within the bookkeeping operations of our company.  The
relatively small number of employees who are responsible for bookkeeping
functions prevents us from segregating duties within our internal control
system.  The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews.




b.         Outsourcing of portions of the
accounting operations of our company.  Because there are few
employees in our administration, we outsource a portion of the accounting functions
of our Company to an independent accounting firm.  The employees of
this accounting firm are managed by supervisors within the accounting firm, and
are not answerable to the Company’s management.  This is a material
weakness because it could result in a disjunction between the accounting
policies adopted by our Board of Directors and the accounting practices applied
by the accounting firm.




9




Management
is currently reviewing its staffing and their training in order to remedy the
weaknesses identified in this assessment.  To date, we are not aware
of significant accounting problems resulting from these weaknesses; so we have
to weigh the cost of improvement against the benefit of strengthened
controls.  However, because of the above conditions, management’s
assessment is that the Company’s internal controls over financial reporting were
not effective as of March 31, 2008.




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.




Item
8B.       Other Information





None.





PART
III





Item
      9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.





The officers
and directors of the Company are listed in the table below.





Name
            Age
            Position with the
      Company
            Director
      SincePaul
      Riley
            41
            Chief
      Executive Officer, Chief Financial Officer
            2008Daniel
      T. Robbie
            46
            Chairman
      of the Board
            2008Sterling
      Shepperd
            33
            Director,
      Vice President, Secretary
            2007Brittany
      Wier
            21
            Director
            2008





Directors
hold office until the annual meeting of the Company’s stockholders and the
election and qualification of their successors.  Officers hold office,
subject to removal at any time by the Board, until the meeting of directors
immediately following the annual meeting of stockholders and until their
successors are appointed and qualified.




Paul Riley has over fourteen
years experience in the telecommunications industry.  From 1994 to
2004 Mr. Riley was employed by the Canadian Broadcast Company as a
producer.  In 2004 Mr. Riley was admitted to practice law in Canada,
and has been self-employed since 2004 as an
attorney, specializing in telecommunications matters.  Mr. Riley was
awarded a Bachelor Degree in Science 1993 by the Universiey of Dalhousianae, a
Diploma in Journalism in 1997 by Humber College, and a Bachelor Degree in Law in
2003 by York University.




10




Daniel T. Robbie has been
involved since 2005 with Matrix Healthcare Solutions, Inc., and is currently
employed by Matrix as Vice President, responsible for marketing software
solutions to the medical industry.  From 2002 to 2004 Mr. Robbie was
engaged as a consultant to Team Marketing, Inc., which was involved in sports
marketing.  From 1998 to 2002 Mr. Robbie was involved with Tek 21,
Inc., which designed and marketed desktop software solutions.  Mr.
Robbie served at times as Chairman of Tek 21’s Board.  From 1984 until
1994 Mr. Robbie was employed by the Miami Dolphins, serving as President of Joe
Robbie Stadium and Executive Vice President of the Dolphins when the team was
sold by the Robbie family.




Sterling
Shepperd.  Mr. Shepperd has been the Vice President and
Corporate Secretary of NexxNow since July 2004.  In 2003 Mr. Shepperd
was employed as Sales Manager for JMT Solutions, LLC, which was engaged in the
business of direct response marketing in Palm Bay, Florida.  From 1999
until he joined JMT Solutions, Mr. Shepperd was employed by DanMark, Inc., an
organization engaged in direct response marketing.  Mr. Shepperd
served as Sales Manager and Trainer for two of DanMark’s offices.




Brittany Wier is employed by
NexxNow as Director of Business Development.  Ms. Wier will graduate
in May 2008 from New York University with a Bachelor Degree, with a
concentration in sports management.  In the Fall of 2007 Ms. Wier was
employed as a Marketing Assistant by Superfly, Inc., which is engaged in
entertainment marketing.  Ms. Wier is 21 years old.  She is
the daughter of Thaddeus A. Wier, Jr., who was the Chief Executive Officer of
NexxNow until April 25, 2008.





Audit Committee;
Compensation Committee





The Board of Directors has not
appointed an Audit Committee or a Compensation Committee.  The Board
of Directors does not have an audit committee financial expert.  The
Board of Directors has not yet recruited an audit committee financial expert to
join the Board of Directors because the Company has not yet commenced a
significant level of financial operations.





Code of
Ethics





The
Company does not have a written code of ethics applicable to its executive
officers.  The Board of Directors has not adopted a written code of
ethics because it has only recently acquired a significant number of members of
management.





Section 16(a) Beneficial
Ownership Reporting Compliance





None of
the officers, directors or beneficial owners of more than 10% of the Company’s
common stock failed to file on a timely basis the reports required by Section
16(a) of the Exchange Act during the year ended March 31, 2008.


11




Item
10.         Executive
Compensation





The
following table sets forth all compensation awarded to, earned by, or paid by
NexxNow to Thaddeus A. Wier, Jr., who served as its Chief Executive Officers
during the year ended March 31, 2008.    On April 25, 2008,
upon the acquisition of NexxNow China, Mr. Wier was replaced in that position by
Paul Riley.





FiscalYear
            Salary
            Bonus
            StockAwards
            OptionAwards
            OtherCompensationT.
      Wier
            2008
            --
            --
            --
            --
            --2007
            $20,000
            --
            --
            --
            --T.
      Wier
            2007
            $20,000
            --
            --
            --
            --





Employment
Agreements





NexxNow has entered into employment
agreements with the following members of management.  Each employment
agreement is dated April 25, 2008.




Paul
Riley.  NexxNow’s agreement with Paul Riley provides for Mr.
Riley to serve as President of NexxNow.  NexxNow will pay Mr. Riley an
annual salary of $90,000 plus an annual bonus in an amount to be determined
between $45,000 and $90,000 by the Board of Directors.  The bonus will
be payable in cash or in stock at NexxNow’s option.  NexxNow will also
give Mr. Riley a $6,000 annual car allowance.  The agreement
terminates on April 30, 2010.  If Mr. Riley’s employment terminates
prior to January 1, 2009, the shares of NexxNow common stock that he received in
exchange for his ownership of NexxNow China shares will be
cancelled.




Sterling
Shepperd.  NexxNow’s agreement with Sterling Shepperd provides
for Mr. Shepperd to serve as Vice President of NexxNow.  NexxNow will
pay Mr. Shepperd an annual salary of $66,000 plus an annual bonus in an amount
to be determined between $16,500 and $66,000 by the Board of
Directors.  The bonus will be payable in cash or in stock at NexxNow’s
option.  The agreement terminates on April 30, 2010.





Brittany
Wier.  NexxNow’s agreement with Brittany Wier provides for Ms.
Wier to serve as Director of Business Development for
NexxNow.  NexxNow will pay Ms. Wier an annual salary of $54,000
commencing on June 1, 2008 plus an annual bonus in an amount to be determined
between $13,500 and $54,000 by the Board of Directors.  NexxNow will
also give Ms. Wier a $3,600 annual car allowance and a $3,600 annual health
insurance allowance.  The agreement terminates on December 31,
2009.


12


Remuneration of Directors





NexxNow has not adopted any policy
regarding compensation of members of the Board of Directors, and has not paid
any cash remuneration to any member of the Board.  However, in
December 2006 NexxNow issued 3,571 (adjusted for subsequent reverse stock
splits) shares of common stock to each of its directors.  The shares
had a market value of $4.20 each on the date of the grant.





Equity
Grants





The
following tables set forth certain information regarding the stock options
acquired by the Company’s Chief Executive Officer during the year ended March
31, 2008 and those options held by him on March 31, 2008.




Option Grants in the Last
Fiscal Year


Potential
      realizablevalueat
      assumedannual
      ratesofappreciation
              for option termNumber
      of Securitiesunderlyingoptiongranted
            Percent
      of
      total optionsgranted
      toemployeesinfiscalyear
            Exercise Price
      ($/share)
            Expiration Date
            5%
            10%T.
      Wier
            0
            --
            --
            --
            --
            --





The
following tables set forth certain information regarding the stock grants
received by the executive officers named in the table above during the year
ended March 31, 2008 and held by them unvested at March 31, 2008.





Unvested Stock Awards in the
Last Fiscal Year


Number
      ofShares
      That
              Have
      NotVested
            Market
      Valueof
      Shares That
              Have NotVestedT.
      Wier
            0
            --





Item
11.         Security Ownership of
Certain Beneficial Owners and Management





The
following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of the date of this prospectus by
the following:




·
            each
      shareholder known by us to own beneficially more than 5% of our common
      stock;




·
            Paul
      Riley, our Chief Executive Officer




·
            each
      of our directors; and




·
            all
      directors and executive officers as a
group.


13








There are
14,505,941 shares of our common stock outstanding on the date of this
report.  Except as otherwise indicated, we believe that the beneficial
owners of the common stock listed below have sole voting power and investment
power with respect to their shares,  subject to community property
laws where applicable.  Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange
Commission.





In
computing the number of shares beneficially owned by a person and the percent
ownership of that person, we include shares of common stock subject to options
or warrants held by that person that are currently exercisable or will become
exercisable within 60 days. We do not, however, include these “issuable” shares
in the outstanding shares when we compute the percent ownership of any other
person.







Name
      and Address ofBeneficial Owner(1)
            
            Amount
      and Natureof
      BeneficialOwnership(2)
            
            
            Percentageof ClassPaul
      Riley
            
            
            2,492,754
            (3)
            
            
            17.2
            %Daniel
      Robbie
            
            
            155,497
            
            
            
            1.1
            %Sterling
      Shepperd
            
            
            198,865
            
            
            
            1.4
            %Brittany
      Wier
            
            
            5,452,899
            
            
            
            37.6
            %All
      officers and directorsas
      a group (4 persons)
            
            
            8,300,015
            
            
            
            57.2
            %Thaddeus
      A. Wier, Jr.
            
            
            1,278,118
            (4)
            
            
            8.8
            %Kenneth
      Keller
              1206
      Carriage Road
              East
      Aurora, NY 14052
            
            
            1,401,363
            
            
            
            9.7
            %


_______________________________


(1)
            Except
      as otherwise indicated, the address of the shareholder is c/o NexxNow,
      Inc., 37 Hamburg Street, East Aurora, NY
14052




(2)
            Except
      as otherwise noted, all shares are owned of record and
      beneficially.




(3)
            Mr.
      Riley’s employment agreement with NexxNow provides that these shares will
      be surrendered and cancelled if Mr. Riley’s employment by NexxNow
      terminates prior to January 1,
2009.




(4)
            Does
      not include shares issuable pursuant to the Market Vision Consulting
      Agreement.  In this agreement, Market Vision Consulting agreed
      to advise the management of NexxNow and to provide public relations
      services.  In compensation for the services, NexxNow will pay
      Market Vision Consulting $12,500 per month in cash
      and $50,000 per month in common stock.  However, payment cannot
      be made in stock to the extent that the payment would cause Market Vision
      Consulting or any of its affiliates to own more than 9.9% of the
      outstanding common shares of NexxNow.  Thaddeus A. Wier, Jr. is
      the sole shareholder of Market Vision Consulting,
    Inc.






14





Equity
Compensation Plan Information





The
information set forth in the table below regarding equity compensation plans
(which include individual compensation arrangements) was determined as of March
31, 2008.




Number
      of secu­rities to be issued upon exercise of outstanding
      op­tions,
              warrants
      and rights
            
            
            Weighted
      aver­age exercise price of outstanding options, warrants and
    rights
            
            
            Number
      of secu­rities remaining available
              for
      fu­ture issuance
              un­der
      equity
              com­pensation plansEquity
      compensation plans ap­proved by security holders
            
            
            0
            
            
            
            --
            
            
            
            0Equity
      compensation plans not approved by security holders
            
            
            0
            
            
            
            --
            
            
            
            761,000Total
            
            
            0
            
            
            
            --
            
            
            
            761,000





Item
12.Certain
Relationships and Related Transactions and Director Independence





Related Party
Transactions





There
were no related party transactions during the fiscal year ended March 31,
2008.





Director
Independence





The following member of our Board of
Directors is independent, as “independent” is defined in the rules of the NASDAQ
National Market System:  Daniel T. Robbie.




15




Item
13.         Exhibit List





(a)
Financial Statements





Report of
Independent Registered Public Accounting Firm




Balance
Sheets - March 31, 2008 and 2007


Statements
of Operations - Years ended March 31, 2008 and 2007




Statements
of Changes in Stockholders’ Equity (Deficit) - Years Ended March 31, 2008 and
2007




Statements
of Cash Flows - Years ended March 31, 2008 and 2007




Notes to
Financial Statements





(b)
Exhibit List





3-a
            Certificate
      of Incorporation, as amended through June 2004 – filed as an exhibit to
      the Registration Statement on Form 10-SB (File No.: 000-50863) and
      incorporated herein by reference.




3-a(1)
            Certificate
      of Amendment of Certificate of Incorporation executed on November 25, 2005
      – filed as an exhibit to the Current Report on Form 8-K dated November 29,
      2005 and incorporated herein by
reference.




3-a(2)
            Certificate
      of Amendment of Certificate of Incorporation effective on March 4, 2008 –
      filed as an exhibit to the Current Report on Form 8-K filed on March 6,
      2008 and incorporated herein by
reference.




3-a(3)
            Certificate
      of Amendment of Certificate of Incorporation effective on June 6, 2008 –
      filed as an exhibit to the Current Report on Form 8-K filed on June 9,
      2008 and incorporated herein by
reference.




3-b
            Second
      Amended and Restated By-laws – filed as an exhibit to the Company's
      Current Report on Form 8-K dated November 17, 2005 and incorporated herein
      by reference.




10-a
            Consulting
      Agreement dated April 25, 2008 between Centale, Inc. and Market Vision
      Consulting, Inc. – filed as an exhibit to the Company's Current Report on
      Form 8-K filed on May 5, 2008 and incorporated herein by
      reference.




10-b
            Employment
      Agreement dated April 25, 2008 between Centale, Inc. and Paul Riley –
      filed as an exhibit to the Company's Current Report on Form 8-K filed on
      May 5, 2008 and incorporated herein by
  reference.




10-c
            Employment
      Agreement dated April 25, 2008 between Centale, Inc. and Sterling Shepperd
      – filed as an exhibit to the Company's Current Report on Form 8-K filed on
      May 5, 2008 and incorporated herein by
  reference.




21
            Subsidiaries
      – NexxNow China, Inc., a Delaware
corporation




31
            Rule
      13a-14(a) Certification


32
              Rule13a-14(b)
Certification


16


Item
14.        Principal Accountant Fees and
Services





Audit Fees





Rotenberg & Co. LLP billed $19,600
in connection with the audit of the Company’s financial statements for the year
ended March 31, 2008 and $11,000 in connection with the audit of the Company’s
financial statements for the year ended March 31, 2007.  Also included
in those billings were services performed in connection with the reviews of the
Company’s financial statements for the interim quarterly periods as well as
those services normally provided by the accountant in connection with the
Company’s statutory and regulatory filings for fiscal 2007 and
2006.





Audit-Related Fees





Rotenberg & Co., LLP billed the
Company $10,500 for Audit-Related fees during the year ended March 31, 2008 and
$11,000 for Audit-related fees during the year ended March 31,
2007.





Tax Fees





Rotenberg & Co., LLP billed $0 to
the Company in the year ended March 31, 2008 for professional services rendered
for tax compliance, tax advice and tax planning.  Rotenberg & Co.,
LLP billed $0 to the Company in the year ended March 31, 2007 for professional
services rendered for tax compliance, tax advice and tax planning.





All Other Fees





Rotenberg & Co., LLP the Company
$1,950 for other services during the year ended March 31,
2008.   Rotenberg & Co., LLP billed the Company $0 for other
services during the year ended March 31, 2007.





It is the policy of the Company
that all services other than audit, review or attest services must be
pre-approved by the Board of Directors.  All of the services described
above were approved by the Board of Directors.


17


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM














To the
Board of Directors and Stockholders of NexxNow,
Inc.








We have
audited the accompanying balance sheets of NexxNow, Inc. as of March 31, 2008
and 2007, and the related statements of operations, changes stockholders’ equity
(deficit), and cash flows for each of the years in the two-year period then
ended. NexxNow Inc.’s management is responsible for these financial statements.
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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 provide 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 NexxNow, Inc. as of March 31, 2008
and 2007, and the results of its operations and its cash flows for each of the
years in the two-year period 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 G to the financial statements, the Company’s significant
operating losses raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.














/s/
Rotenberg & Co., llp








Rochester,
New York


July 14,
2008


F-1
  NEXXNOW,
      INC. (f/k/a CENTALE, INC.)BALANCE
      SHEETSMARCH
      31, 2008 AND 20072008
              
              
              2007ASSETSCurrent
      AssetsCash
      and Cash Equivalents
              
              
              166
              
              
              
              275Accounts Receivable (net
      of allowance of $12,916 and $0 respectively)
              
              
              0
              
              
              
              0Total
      Current Assets
              
              
              166
              
              
              
              275Other
      AssetsSoftware
      Development
              
              
              153,479
              
              
              
              153,479Software
      Technology
              
              
              129,950
              
              
              
              129,950Less:
      Accumulated Amortization
              
              
              (188,795
              )
              
              
              (132,119
              )Investment
      in Circle Group Holdings
              
              
              0
              
              
              
              50,000Investment
      in Pet Ecology
              
              
              0
              
              
              
              13,500Total
      Other Assets
              
              
              94,634
              
              
              
              214,810TOTAL
      ASSETS
              
              
              94,800
              
              
              
              215,085LIABILITIES
      & EQUITYCurrent
      LiabilitiesAccounts
      Payable
              
              
              144,792
              
              
              
              319,582Accrued
      Expenses
              
              
              31,520
              
              
              
              203,470Loans
      Payable
              
              
              196,155
              
              
              
              36,716L/P
      -Stockholders
              
              
              365,166
              
              
              
              173,579Payroll
      Tax Liabilities
              
              
              10,172
              
              
              
              10,176Total
      Current Liabilities
              
              
              747,805
              
              
              
              743,523Total
      Liabilities
              
              
              747,805
              
              
              
              743,523EquityCommon Stock: $.01 Par, 250,000,000 Authorized 227,072,185
      and 173,511,482 Shares Issued and
      Outstanding as of March 31, 2008and March 31, 2007
      respectively
              
              
              2,270,722
              
              
              
              1,735,115Preferred Stock: $.01 Par, 5,000,000 Shares AuthorizedNo
      Shares OutstandingAdditional
      Paid In Capital
              
              
              7,345,949
              
              
              
              6,395,092Accumulated
      Deficit
              
              
              (10,269,676
              )
              
              
              (8,658,645
              )Total
      Stockholders' Equity (Deficit)
              
              
              (653,005
              )
              
              
              (528,438
              )TOTAL
      LIABILITIES & EQUITY
              
              
              94,800
              
              
              
              215,085The
      accompanying notes are an integral part of these financial
      statements.


F-2


NEXXNOW,
      INC. (f/k/a CENTALE, INC.)STATEMENTS
      OF OPERATIONSTHE
      YEARS ENDED MARCH 31, 2008 AND 2007March
      31, 2008
            
            
            March
      31, 2007ORDINARY
      INCOME / (EXPENSE)REVENUES
            
            
            40,416
            
            
            
            697,216DIRECT
      COSTS:Commissions
            
            
            0
            
            
            
            21,585Subcontracted
      Labor
            
            
            16,750
            
            
            
            4,600Technology
      services
            
            
            22,051
            
            
            
            126,562Total
      Direct Costs
            
            
            38,801
            
            
            
            152,747GROSS
      MARGIN
            
            
            1,615
            
            
            
            544,469EXPENSESAdvertising
            
            
            3,817
            
            
            
            208,018Agency
      Termination Fee
            
            
            0
            
            
            
            842,250Amortization
            
            
            56,676
            
            
            
            80,121Bad
      Debt
            
            
            33,508
            
            
            
            286,651Consulting
      Services
            
            
            930,591
            
            
            
            1,870,550Depreciation
            
            
            0
            
            
            
            16,234Impairment
      of Goodwill
            
            
            0
            
            
            
            525,000Impairment
      of Intangible Assets
            
            
            0
            
            
            
            81,458Insurance
      Expense
            
            
            20,798
            
            
            
            42,537Interest
      Expense
            
            
            12,663
            
            
            
            127,165Loan
      Fees
            
            
            180,000
            
            
            
            703,750Loss
      on Disposal of Assets
            
            
            0
            
            
            
            67,685Miscellaneous
            
            
            24,947
            
            
            
            17,767Office
      Expense
            
            
            18,108
            
            
            
            94,862Officers'
      Compensation
            
            
            256,000
            
            
            
            263,265Professional
      Services
            
            
            73,955
            
            
            
            249,964Rent
            
            
            14,634
            
            
            
            141,099Salaries
      & Wages
            
            
            84,092
            
            
            
            467,649Travel
      Expense
            
            
            8,696
            
            
            
            35,455Total
      Expense
            
            
            1,718,485
            
            
            
            6,121,480Loss
      from Operations
            
            
            (1,716,870
            )
            
            
            (5,577,011
            )Other
      Income / (Expense)Other
      Income / (Expense)
            
            
            105,839
            
            
            
            41,396NET
      LOSS FOR THE PERIOD
            
            
            (1,611,031
            )
            
            
            (5,535,615
            )LOSS
      PER SHARE:Basic
            
            
            (0.01
            )
            
            
            (0.05
            )Fully
      Diluted
            
            
            (0.01
            )
            
            
            (0.05
            )WEIGHTED
      AVERAGE COMMONSHARES OUTSTANDING:Basic
            
            
            195,172,426
            
            
            
            102,927,971Fully
      Diluted
            
            
            195,172,426
            
            
            
            102,927,971The
      accompanying notes are an integral part of these financial
      statements.





F-3





NEXXNOW,
      INC. (f/k/a CENTALE, INC.)STATEMENTS
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)MARCH
      31, 2008 AND 2007COMMON
      STOCKNUMBER OFSHARES
            
            
            VALUE
            
            
            ADDITIONALPAID IN
      CAPITAL
            
            
            ACCUMULATEDDEFICIT
            
            
            STOCKHOLDEREQUITY(DEFICIT)BALANCE
      - MARCH 31, 2006
            
            
            20,989,962
            
            
            
            209,900
            
            
            
            2,780,922
            
            
            
            (3,123,030
            )
            
            
            (132,208
            )Common
      Stock Issued for Cash
            
            
            1,190,415
            
            
            
            11,904
            
            
            
            108,805
            
            
            
            
            
            
            
            120,709Common
      Stock Issued forIntangible
      Assets
            
            
            2,500,000
            
            
            
            25,000
            
            
            
            500,000
            
            
            
            
            
            
            
            525,000Common
      Stock Issued forAgency
      Termination Fee
            
            
            84,224,959
            
            
            
            842,250
            
            
            
            0
            
            
            
            
            
            
            
            842,250Common
      Stock Returned forRelease
      of Intangible Asset
            
            
            (500,000
            )
            
            
            (5,000
            )
            
            
            (545,000
            )
            
            
            
            
            
            
            (550,000
            )Common
      Stock Issued in Satisfactionof
      Notes Payable
            
            
            44,665,742
            
            
            
            446,657
            
            
            
            973,924
            
            
            
            
            
            
            
            1,420,581Common
      Stock Issued in Exchangefor
      Services
            
            
            11,339,798
            
            
            
            113,398
            
            
            
            1,912,191
            
            
            
            
            
            
            
            2,025,589Common
      Stock Issued in Exchangefor
      Loan Fee
            
            
            3,950,000
            
            
            
            39,500
            
            
            
            664,250
            
            
            
            
            
            
            
            703,750Common
      Stock Issued in Exchangefor
      Interest Expense
            
            
            5,150,606
            
            
            
            51,506
            
            
            
            -0-
            
            
            
            
            
            
            
            51,506Net
      Loss for the Period (unaudited)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (5,535,615
            )
            
            
            (5,535,615
            )BALANCE
      - MARCH 31, 2007
            
            
            173,511,482
            
            
            
            1,735,115
            
            
            
            6,395,092
            
            
            
            (8,658,645
            )
            
            
            (528,438
            )Common
      Stock Issued in Satisfactionof
      Notes Payable
            
            
            5,009,287
            
            
            
            50,093
            
            
            
            37,569
            
            
            
            
            
            
            
            87,662Common
      Stock Issued in Exchangefor
      Services
            
            
            30,551,416
            
            
            
            305,514
            
            
            
            913,288
            
            
            
            
            
            
            
            1,218,802Common
      Stock Issued in Exchangefor
      Loan Fee
            
            
            18,000,000
            
            
            
            180,000
            
            
            
            0
            
            
            
            
            
            
            
            180,000Net
      Loss for the Period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,611,031
            )
            
            
            (1,611,031
            )BALANCE
      - MARCH 31, 2008
            
            
            227,072,185
            
            
            
            2,270,722
            
            
            
            7,345,949
            
            
            
            (10,269,676
            )
            
            
            (653,005
            )The
      accompanying notes are an integral part of these financial
      statements.


F-4


NEXXNOW,
      INC. (f/k/a CENTALE, INC.)STATEMENT
      OF CASH FLOWSFOR
      YEARS ENDED MARCH 31, 2008 AND 2007March
      31, 2008
            
            
            March
      31, 2007CHANGES
      IN ASSETS AND LIABILITIESNet
      Loss for the Period
            
            
            (1,611,031
            )
            
            
            (5,535,615
            )NON-CASH
      ADJUSTMENTSDepreciation
      and  Amortization
            
            
            56,676
            
            
            
            96,355Bad
      Debt
            
            
            33,508
            
            
            
            286,651Agency
      Termination Fee
            
            
            0
            
            
            
            842,250Impairment
      of Goodwill
            
            
            0
            
            
            
            525,000Impairment
      of Intangible Assets
            
            
            0
            
            
            
            81,458Loss
      on Disposal of Assets
            
            
            0
            
            
            
            67,685Common
      Stock issued in exchange for services
            
            
            1,218,802
            
            
            
            2,025,589Common
      Stock issued in exchange for loan fee
            
            
            180,000
            
            
            
            703,750Commons
      Stock issued in exchange for interest expense
            
            
            0
            
            
            
            51,506Gain
      on Sale of Investments
            
            
            (9,125
            )
            
            
            0Note
      Payable in exchange for services
            
            
            0
            
            
            
            771,600Cash
      Flows from Operating ActivitiesAccounts
      Receivable
            
            
            (33,508
            )
            
            
            (335,763
            )Employee
      Advance
            
            
            0
            
            
            
            1,500Security
      Deposit
            
            
            0
            
            
            
            16,405Accounts
      Payable, Accrued Expenses and Payroll Tax Liabilities
            
            
            (346,744
            )
            
            
            257,135Net
      cash provided by Operating Activities
            
            
            (511,422
            )
            
            
            (144,494
            )Cash
      Flows from Investing ActivitiesPurchases
      of Computer software
            
            
            0
            
            
            
            (3,479
            )Sale
      of Investment in Circle Group and Pet Ecology
            
            
            72,625
            
            
            
            0Purchases
      of Furniture, Fixtures, Equipment
            
            
            0
            
            
            
            (38,562
            )Net
      Cash Used in Investing Activities
            
            
            72,625
            
            
            
            (42,041
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from Loans to Stockholders
            
            
            279,249
            
            
            
            0Proceeds
      from Loan Payable
            
            
            159,439
            
            
            
            36,716Proceeds
      from Issuance of Common Stock
            
            
            0
            
            
            
            120,709Net
      cash provided by Financing Activities
            
            
            438,688
            
            
            
            157,425NET
      CHANGE IN CASH AND CASH EQUIVALENTS
            
            
            (109
            )
            
            
            (29,110
            )CASH
      AND CASH EQUIVALENTS -BEGINNING OF PERIOD
            
            
            275
            
            
            
            29,385CASH
      AND CASH EQUIVALENTS - END OF PERIOD
            
            
            166
            
            
            
            275SUPPLEMENTAL
      DISCLOSURESInterest
      Paid
            
            
            0
            
            
            
            0Income
      Taxes Paid
            
            
            100
            
            
            
            100SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIESCommon
      Stock issued for Intangible Assets
            
            
            0
            
            
            
            1,367,250Common
      Stock Returned for Release of Intangible Assets
            
            
            0
            
            
            
            (550,000
            )Common
      Stock issued in Satisfaction of Notes Payable
            
            
            87,662
            
            
            
            1,420,581The
      accompanying notes are an integral part of these financial
      statements.





F-5


NEXXNOW,
INC. (f/k/a CENTALE, INC.)


NOTES
TO FINANCIAL STATEMENTS
 March
31, 2008 and 2007
 AUDITED





NOTE
A - THE COMPANY





History





The
Company was incorporated under the laws of the State of New York on November 12,
1998 as Safe Harbour Health Care Properties, Ltd.  In July 2004, the
Company changed its name to Centale, Inc.  The Company was engaged in
the business of leasing real estate to health care facilities.  During
1999, the Company ceased its operations and commenced actions to voluntarily
seek protection from creditors under the bankruptcy code.  During
2003, the Company distributed its assets to the creditors in satisfaction of its
outstanding liabilities.  The bankruptcy was subsequently
dismissed.  The Company remained dormant until 2004, when one of the
Company's shareholders purchased a controlling interest.  In February
2004, the Company began its development stage as a internet based marketing
company. The development stage ended within the fiscal year ended March 31,
2006.  The Company, as of December 2007 discontinued its internet
marketing due to difficulties with service providers and subsequent
cancellations by customers.  Both Florida and the former Advance
Theory, Inc. offices were closed as a result, in an attempt to reduce future
overhead expenses.





On March
28, 2008, the Company entered into a Share Exchange Agreement with the
shareholders of NexxNow China, Inc., a Delaware corporation.  The
agreement provides that, when conditions for closing have been satisfied, the
shareholders will transfer to the Company, all of the outstanding capital stock
of NexxNow China, and the Company will issue 43 million shares of its common
stock to the shareholders.  The Company will also issue promissory
notes to be distributed among the shareholders pro rata to their interests in
NexxNow China.  The notes will be payable one year after the closing
with an interest at 10% per annum, and be secured by a pledge of all of
Centale's assets.  The new direction of the Company will be to engage
in the business of marketing sporting events in The People's Republic of
China.








NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Method
of Accounting





The
financial statements of Centale, Inc. (the "Company" included herein) have been
prepared by the Company pursuant to the rules and regulations of the Security
Exchange Commission (the "SEC").  The Company maintains its books and
prepares its financial statements on the accrual basis of
accounting.





The
accompanying financial statements reflect all adjustments of a normal and
recurring nature which are, in the opinion of management, necessary to present
fairly the financial position, results of operations and cash flows of the
Company for the year ended March 31, 2008.  Factors that affect the
comparability of financial data from year to year include nonrecurring expenses
associated with the Company's registration with the SEC, costs incurred to raise
capital and stock awards.


F-6


NEXXNOW,
INC. (f/k/a CENTALE, INC.)
 NOTES
TO FINANCIAL STATEMENTS
 March
31, 2008 and 2007
 AUDITED


Cash
and Cash Equivalents





Cash and
cash equivalents include time deposits, certificates of deposits and all highly
liquid debt instruments with original maturities of three months or
less.





The
Company maintains cash and cash equivalents at financial institutions, which
periodically may exceed federally insured amounts.





Income
Taxes





The
Company accounts for income taxes in accordance with SFAS No. 109 "Accounting
for Income Taxes" using the asset and liability approach, which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of such assets and liabilities.  This method utilizes enacted
statutory tax rates in effect for the year in which the temporary differences
are expected to reverse and gives immediate effect to changes in the income tax
rates upon enactment.  Deferred tax assets are recognized, net of any
valuation allowance, for temporary differences and net operating loss and tax
credit carry forwards.  Deferred income tax expense represents the
change in net deferred assets and liability balances.  The Company had
no material deferred tax assets or liabilities for the period
presented.  Deferred income taxes result from temporary differences
between the basis of assets and liabilities recognized for differences between
the financial statement and tax basis thereon, and for the expected future
benefits to be derived from net operating losses and tax credit carry
forwards.  The Company has had significant operating losses and a
valuation allowance is recorded for the entire amount of the deferred tax
assets.





Impairment
of Assets





The
Company evaluates its long-lived assets for financial impairment on a regular
basis in accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets”.





The
Company evaluates the recoverability of long-lived assets not held for sale by
measuring the carrying amount of assets against the estimated discounted future
cash flows associated with them.  At the time such evaluations
indicate that the future discounted cash flows of certain long-lived assets are
not sufficient to recover the carrying value of such assets, therefore, the
assets are adjusted to their fair values.


F-7


NEXXNOW,
INC. (f/k/a CENTALE, INC.)
 NOTES
TO FINANCIAL STATEMENTS
 March
31, 2008 and 2007
 AUDITED


In
September 2006, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 157, Fair Value Measurements.  SFAS 157 defines fair
value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurements.  SFAS 157 applies to other accounting
pronouncements that require or permit fair value measurements, but does not
require any new fair value measurements.  SFAS 157 is effective for
financial statements issued for fiscal years beginning November 2007, and
interim periods within those years.





Loss
per Common Share





Earnings
(loss) per common share is computed in accordance with SFAS No. 128 "Earnings by
Share" by dividing income available to common stockholders by weighted average
number of common shares outstanding for each period.





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reported
period.  Actual results can differ from those estimates.





Revenue
Recognition





Revenue
from execution of license agreements consists of a one-time development fee and
periodic maintenance fees.  The revenue is earned and recognized in
conjunction with the provisions of the agreements.





New
Pronouncements





In
September 2006, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 157, Fair Value Measurements.  SFAS 157 defines fair
value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurements.  SFAS 157 applies to other accounting
pronouncements that require or permit fair value measurements, but does not
require any new fair value measurements.  SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those years.  The Company is currently
evaluating the effect of the guidance contained in SFAS 157 and does not expect
the implementation to have a material effect on the Company's financial
statements.


F-8


NEXXNOW,
INC. (f/k/a CENTALE, INC.)
 NOTES
TO FINANCIAL STATEMENTS
 March
31, 2008 and 2007
 AUDITED


In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51”.  SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  SFAS 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended March 31, 2009/2010.  The
Company is currently evaluating the impact of SFAS 160 on its consolidated
financial statements but does not expect it to have a material
effect.





In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 141(R), "Business
Combinations”.  SFAS 141(R) establishes principles and requirements
for how the acquirer, recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, an any noncontrolling
interest in the acquiree, recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  SFAS
141(R) is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  As such, the Company
is required to adopt these provisions at the beginning of the fiscal year ended
March 31, 2009/2010.  The Company is currently evaluating the impact
of SFAS 141(R) on its consolidated financial statements but does not expect it
to have a material effect.








NOTE
C – OTHER ASSETS





During
the fiscal year ended March 31, 2006, the Company began using Software
Development and Software Technology intangible assets.  The Company is
amortizing the cost of such intangible assets over their estimated useful lives
of 5 years, using the straight-line method.





Estimated
annual amortization expenses for the five years succeeding March 31, 2008 are as
follows:





2009
            2010
            2011
            2012
            2013$55,990
            $25,990
            $12,654
            $0
            $0








F-9


NEXXNOW,
INC. (f/k/a CENTALE, INC.)


NOTES
TO FINANCIAL STATEMENTS
 March
31, 2008 and 2007
 AUDITED





NOTE
D – NOTES PAYABLE – STOCKHOLDERS





March 31, 2008
            
            
            March 31, 2007Note
      Payable – Stockholder, executed March 28, 2006, payable upon demand,
      unsecured with monthly interest only payments was originally stated as
      $25,000 and was corrected to actual amount of $12,500.  Common
      stock was issued in lieu of payment of interest, 15% annum, in December
      2006.  Common stock was issued in satisfaction of
      debt
            
            $
            -
            
            
            $
            12,500Note
      Payable – Stockholder, executed March 28, 2006, payable upon demand,
      unsecured with monthly interest only payments was originally stated as
      $25,000 and was corrected to actual amount of $12,500.  Common
      stock was issued in lieu of payment of interest, 15% annum, in December
      2006.  Common stock was issued in satisfaction of
      debt.
            
            $
            -
            
            
            $
            12,500Note
      Payable – Stockholder, originally stated as an account payable and later
      reclassed as a unsecured, non-interest bearing note payable in April
      2006.
            
            $
            -
            
            
            $
            33,479Note
      Payable – Stockholder, executed April 13, 2006, payable upon demand. This
      note is a unsecured, 15% interest annum bearing note. Common stock
      was issued in satisfaction of debt.
            
            $
            -
            
            
            $
            50,000Note
      Payable – Stockholder, originally executed on February 1, 2006, in the
      amount of $150,000, payable upon demand with monthly interest only
      payments and was a secured loan.  Common stock was issued in
      September 2006 for the release of debt.  Additional amounts were
      borrowed in the current year.  The note is not interest bearing
      and unsecured.
            
            $
            150,166
            
            
            $
            65,100Note
      Payable – Stockholder, executed May 29, 2007, payable upon
      demand.  This note is secured and bearing interest of
      5.2%.
            
            $
            180,000
            
            
            $
            -Note
      Payable – Stockholder, executed November 20, 2007, payable upon
      demand.  This note is unsecured and not interest
      bearing.
            
            $
            35,000
            
            
            $Total
      Amount of Note Payable – Stockholder
            
            $
            365,166
            
            
            $
            173,579





The five
year maturities of debt are as follows:




2009
              2010
              2011
              2012
              2013$365,166
              $0
              $0
              $0
              $0


F-10


NEXXNOW,
INC. (f/k/a CENTALE, INC.)


NOTES
TO FINANCIAL STATEMENTS
 March
31, 2008 and 2007
 AUDITED





NOTE
E – LOANS PAYABLE





Loans
payable consists of professional services that were converted from accounts
payable to a loan payable during the year.  These loans have no
specific retainment terms, but have been converted to stock after March 31,
2008.








NOTE
F – COMMON STOCK





During the twelve months ended March
31, 2008, the Company raised capital through issuance of 53,560,703 shares of
common stock.





The Company issued 30,551,416 shares of
its common stock for services.  There were 5,009,287 shares issued in
satisfaction of Notes Payable and 18,000,000 shares issued in exchange for Loan
Fee.





Centale is entered into an agreement
with Big Apple Consulting and ended December 27, 2007.  As
compensation, Big Apple had the option to purchase 25,000,000 shares of
Centale’s common stock.  The options were never exercised and expired
on December 27, 2007.








NOTE
G - GOING CONCERN





The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.  The Company has
reported net losses ad an accumulated deficit totaling $10,269,676 for the
period from date of inception (November 12, 1998) through March 31,
2008.





The
Company's continued existence is dependent upon its ability to raise capital or
to successfully market and sell its product.  The Company plans to
raise working capital through equity offerings and future profitable
operations.  The financial statements do not include any adjustments
that might be necessary, should the Company be unable to continue as a going
concern.





F-11


SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





NexxNow,
      Inc.By:
            /s/ Paul
      RileyPaul
      Riley., Chief Executive Officer





In
accordance with the Exchange Act, this Report has been signed below on July 14,
2008 by the following persons, on behalf of the Registrant and in the capacities
and on the dates indicated.








/s/ Paul
Riley_______


Paul
Riley


Chief
Executive Officer,


Chief
Financial Officer








/s/ Daniel T. Robbie
_


Daniel T.
Robbie, Director








/s/ Sterling
Shepperd_


Sterling
Shepperd, Director








/s/ Brittany
Wier_____


Brittany
Wier, Director