U.
S. Securities and Exchange Commission


Washington,
D. C. 20549





FORM
10-Q





[X]
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended September 30, 2008





[
      ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from _____ to _____





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 I.D. No.)





37 Hamburg Street, East
Aurora, NY 14052


(Address
of Principal Executive Offices)




Issuer's
Telephone Number: (716) 714-7102





Indicate  by
check mark  whether the  Registrant  (1) has filed
all reports required to be filed by Sections 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.




YesX                  No___




Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes                No  _X_




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




Large
accelerated filer___ Accelerated
filer___  Non-accelerated filer___ Small
reporting company_X_


APPLICABLE
ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the Registrant's classes of common stock, as of the latest
practicable date:


November
13, 2008


Common
Voting Stock:  14,405,908 shares





NEXXNOW,
      INC. (f/k/a CENTALE, INC.)CONSOLIDATED
      BALANCE SHEETSSEPTEMBER
      30, 2008 AND MARCH 31, 2008(UNAUDITED)09/30/08
            
            
            03/31/08ASSETSCurrent
      AssetsCash
      and Cash Equivalents
            
            
            (25
            )
            
            
            166Furniture,
      Fixtures, EquipmentFurniture,
      Fixtures, Equipment
            
            
            5,000
            
            
            
            0Total
      Furniture, Fixtures, Equipment
            
            
            5,000
            
            
            
            0Other
      AssetsSoftware
      Development
            
            
            153,479
            
            
            
            153,479Software
      Technology
            
            
            129,950
            
            
            
            129,950Less:
      Accumulated Amortization
            
            
            (216,790
            )
            
            
            (188,795
            )Goodwill
            
            
            576,129
            
            
            
            0Total
      Other Assets
            
            
            642,768
            
            
            
            94,634TOTAL
      ASSETS
            
            
            647,743
            
            
            
            94,800LIABILITIES
      & STOCKERHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      Payable
            
            
            183,243
            
            
            
            144,792Accrued
      Expenses
            
            
            135,439
            
            
            
            31,520Loans
      Payable
            
            
            11,315
            
            
            
            196,155L/P
      -Stockholders
            
            
            213,387
            
            
            
            365,166Payroll
      Tax Liabilities
            
            
            10,172
            
            
            
            10,172Total
      Current Liabilities
            
            
            553,556
            
            
            
            747,805Total
      Liabilities
            
            
            553,556
            
            
            
            747,805Stockholders'
      Equity (Deficit)Common
      Stock:  $.01 Par, 250,000,000 Authorized 14,405,908
      and 1,621,944 Shares Issued and
      Outstanding as of September 30, 2008 and March
      31, 2008 Respectively
            
            
            144,059
            
            
            
            16,219Additional
      Paid In Capital
            
            
            10,887,007
            
            
            
            9,600,452Accumulated
      Deficit
            
            
            (10,936,879
            )
            
            
            (10,269,676
            )Total
      Stockholders' Equity (Deficit)
            
            
            94,187
            
            
            
            (653,005
            )TOTAL
      LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
            
            
            647,743
            
            
            
            94,800The
      accompanying notes are an integral part of these financial
      statements.









NEXXNOW,
      INC. (f/k/a CENTALE, INC.)CONSOLIDATED
      STATEMENTS OF OPERATIONSTHREE
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007(UNAUDITED)09/30/08
                
                
                9/30/07ORDINARY
      INCOME / (EXPENSE)REVENUES
                
                
                0
                
                
                
                40,416DIRECT
      COSTS:Commissions
                
                
                0
                
                
                
                0Subcontracted
      Labor
                
                
                0
                
                
                
                10,000Technology
      services
                
                
                0
                
                
                
                0Total
      Direct Costs
                
                
                0
                
                
                
                10,000GROSS
      MARGIN
                
                
                0
                
                
                
                30,416EXPENSESAdvertising
                
                
                506
                
                
                
                0Amortization
                
                
                13,998
                
                
                
                14,169Consulting
      Services
                
                
                157,536
                
                
                
                316,500Insurance
      Expense
                
                
                400
                
                
                
                2,709Interest
      Expense
                
                
                3,540
                
                
                
                12,663Loan
      Fees
                
                
                25,500
                
                
                
                0Loss
      on Disposal of Assets
                
                
                0
                
                
                
                20,592Miscellaneous
                
                
                5,773
                
                
                
                2,586Office
      Expense
                
                
                5,781
                
                
                
                5,796Officers'
      Compensation
                
                
                0
                
                
                
                10,000Professional
      Services
                
                
                62,675
                
                
                
                21,241Rent
                
                
                2,400
                
                
                
                3,768Salaries
      & Wages
                
                
                0
                
                
                
                80,876Travel
      Expense
                
                
                2,205
                
                
                
                170Total
      Expense
                
                
                280,314
                
                
                
                491,070Loss
      from Operations
                
                
                (280,314
                )
                
                
                (460,654
                )Other
      Income / (Expense)Other
      Income / (Expense)
                
                
                30,000
                
                
                
                58,542NET
      LOSS FOR THE PERIOD
                
                
                (250,314
                )
                
                
                (402,112
                )LOSS
      PER SHARE:Basic
                
                
                (0.02
                )
                
                
                (0.31
                )Fully
      Diluted
                
                
                (0.02
                )
                
                
                (0.31
                )WEIGHTED
      ADVERAGE COMMONSHARES
      OUTSTANDING:Basic
                
                
                13,522,325
                
                
                
                1,312,485Fully
      Diluted
                
                
                13,522,325
                
                
                
                1,312,485
 
 The accompanying notes are
an integral part of these financial statements.





NEXXNOW,
      INC. (f/k/a CENTALE, INC.)CONSOLIDATED
      STATEMENTS OF OPERATIONSSIX
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007(UNAUDITED)09/30/08
              
              
              9/30/07ORDINARY
      INCOME / (EXPENSE)REVENUES
              
              
              0
              
              
              
              47,916DIRECT
      COSTS:Subcontracted
      Labor
              
              
              0
              
              
              
              16,750Technology
      services
              
              
              0
              
              
              
              51Total
      Direct Costs
              
              
              0
              
              
              
              16,801GROSS
      MARGIN
              
              
              0
              
              
              
              31,115EXPENSESAdvertising
              
              
              5,005
              
              
              
              3,817Amortization
              
              
              27,996
              
              
              
              28,338Consulting
      Services
              
              
              371,160
              
              
              
              783,977Insurance
      Expense
              
              
              1,075
              
              
              
              12,263Interest
      Expense
              
              
              20,834
              
              
              
              12,663Loan
      Fees
              
              
              140,500
              
              
              
              0Loss
      on Disposal of Assets
              
              
              0
              
              
              
              20,592Miscellaneous
              
              
              5,773
              
              
              
              10,286Office
      Expense
              
              
              12,898
              
              
              
              12,270Officers'
      Compensation
              
              
              0
              
              
              
              70,000Professional
      Services
              
              
              77,924
              
              
              
              31,200Rent
              
              
              14,400
              
              
              
              10,568Salaries
      & Wages
              
              
              0
              
              
              
              107,605Travel
      Expense
              
              
              19,638
              
              
              
              296Total
      Expense
              
              
              697,203
              
              
              
              1,103,875Loss
      from Operations
              
              
              (697,203
              )
              
              
              (1,072,760
              )Other
      Income / (Expense)Other
      Income / (Expense)
              
              
              30,000
              
              
              
              81,167NET
      LOSS FOR THE PERIOD
              
              
              (667,203
              )
              
              
              (991,593
              )LOSS
      PER SHARE:Basic
              
              
              (0.06
              )
              
              
              (0.77
              )Fully
      Diluted
              
              
              (0.06
              )
              
              
              (0.77
              )WEIGHTED
      ADVERAGE COMMONSHARES
      OUTSTANDING:Basic
              
              
              10,623,545
              
              
              
              1,287,302Fully
      Diluted
              
              
              10,623,545
              
              
              
              1,287,302








NEXXNOW,
      INC. (f/k/a CENTALE, INC.)CONSOLIDATED
      STATEMENTS OF CASH FLOWSSIX
      MONTHS ENDED SEPTEMBER 30, 2008 AND 2007(UNAUDITED)09/30/08
            
            
            09/30/07CHANGES
      IN ASSETS AND LIABILITIESNet
      Loss for the Period
            
            
            (667,203
            )
            
            
            (991,593
            )NON-CASH
      ADJUSTMENTSDepreciation
      and  Amortization
            
            
            27,996
            
            
            
            28,338Common
      Stock issued in exchange for services
            
            
            335,300
            
            
            
            1,035,800Common
      Stock issued in exchange for loan fee
            
            
            115,500
            
            
            
            0Gain
      on sale of investments
            
            
            0
            
            
            
            (22,625
            )Loss
      on Disposal of Assets
            
            
            0
            
            
            
            20,592Forgiveness
      of Loan
            
            
            (30,000
            )
            
            
            0Cash
      Flows from Operating ActivitiesAccounts
      Receivable
            
            
            0
            
            
            
            (27,508
            )Prepaid
      Expense
            
            
            0
            
            
            
            (11,485
            )Accounts
      Payable
            
            
            38,451
            
            
            
            (35,046
            )Accrued
      Expense
            
            
            103,919
            
            
            
            (202,814
            )Payroll
      Tax Liabilities
            
            
            0
            
            
            
            (3
            )Net
      cash provided by Operating Activities
            
            
            (76,037
            )
            
            
            (206,344
            )Cash
      Flows from Investing ActivitiesSale
      of investments
            
            
            0
            
            
            
            72,625Purchases
      of Furniture, Fixtures, Equipment
            
            
            0
            
            
            
            (1,403
            )Net
      Cash Used in Investing Activities
            
            
            0
            
            
            
            71,222CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      of Loans to Stockholders
            
            
            172,625
            
            
            
            136,371Repayment
      of Loan Payable
            
            
            (121,779
            )
            
            
            (360
            )Proceeds
      from Issuance of Common Stock
            
            
            25,000
            
            
            
            0Net
      cash provided by Financing Activities
            
            
            75,846
            
            
            
            136,011NET
      CHANGE IN CASH AND CASH EQUIVALENTS
            
            
            (191
            )
            
            
            889CASH
      AND CASH EQUIVALENTS -BEGINNING OF PERIOD
            
            
            166
            
            
            
            275CASH
      AND CASH EQUIVALENTS - END OF PERIOD
            
            
            (25
            )
            
            
            1,164SUPPLEMENTAL
      DISCLOSURESInterest
      Paid
            
            
            0
            
            
            
            12,663Income
      Taxes Paid
            
            
            0
            
            
            
            0SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTINGAND
      FINANCING ACTIVITIESCommon
      Stock issued in exchange for Investment in Sub
            
            
            430,100
            
            
            
            0Common
      Stock issued in Satisfaction of Notes Payable
            
            
            508,495
            
            
            
            87,664Reduction
      of Investment in FSBO Stock to Fair Value
            
            
            0
            
            
            
            13,500The
      accompanying notes are an integral part of these financial
      statements.











UNAUDITEDNEXXNOW,
      INC. (f/k/a CENTALE, INC.)CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)NUMBER
      OF
            
            
            
            
            
            ADDITIONAL
            
            
            ACCUMULATED
            
            
            STOCKHOLDERSHARES
            
            
            VALUE
            
            
            PAID
      IN CAPITAL
            
            
            DEFICIT
            
            
            EQUITY(DEFICIT)BALANCE
      - MARCH 31, 2008
            
            
            1,621,944
            
            
            
            16,219
            
            
            
            9,600,452
            
            
            
            (10,269,676
            )
            
            
            (653,005
            )Common
      Stock Issued for Cash
            
            
            46,250
            
            
            
            463
            
            
            
            24,537
            
            
            
            -
            
            
            
            25,000Common
      Stock Issued in Satisfactionof
      Notes Payable
            
            
            678,433
            
            
            
            6,784
            
            
            
            501,711
            
            
            
            -
            
            
            
            508,495Common
      Stock Issued in Exchangefor
      Services
            
            
            1,096,781
            
            
            
            10,968
            
            
            
            324,332
            
            
            
            -
            
            
            
            335,300Common
      Stock Issued in Exchangefor
      Loan Fee
            
            
            212,500
            
            
            
            2,125
            
            
            
            113,375
            
            
            
            -
            
            
            
            115,500Common
      Stock Issued In Exchangefor
      Investment in Sub
            
            
            10,750,000
            
            
            
            107,500
            
            
            
            322,600
            
            
            
            -
            
            
            
            430,100Net
      Loss for the Period (unaudited)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (667,203
            )
            
            
            (667,203
            )BALANCE
      - SEPTEMBER 30, 2008
            
            
            14,405,908
            
            
            
            144,059
            
            
            
            10,887,007
            
            
            
            (10,936,879
            )
            
            
            94,187










NOTE A -
BASIS OF PRESENTATION





The
interim consolidated financial statements of NexxNow, Inc. (the "Company"
included herein, have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission (the
"SEC").  Certain information and footnote disclosures normally
included in the consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not
misleading.  These interim consolidated financial statements should be
read in conjunction with the annual audited financial statements and the notes
thereto included in the Company's Annual Report on Form 10KSB for the year ended
March 31, 2008.





The
accompanying unaudited interim consolidated 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 interim period
presented.  The results of operations for this period are not
necessarily comparable to, or indicative of, results of any other interim period
or for the fiscal year taken as a whole.  Factors that affect the
comparability of financial data from year to year and for comparable interim
periods include nonrecurring expenses associated with the Company's registration
with the SEC, costs incurred to raise capital and stock awards.





On April
25, 2008 the Company issued 10,750,000 shares to the shareholders in
exchange for the shares of NexxNow China, Inc., which were valued at
$430,100.  The consolidated financial statements reflect expenses incurred
within NexxNow China, Inc. for the period from April 1 through September
30, 2008.





On April
28, 2008, the Company acquired intangible assets, valued at $576,129,
representing purchased management agreements or contracts associated
with marketing sporting events in the People's Republic of
China (Note E).  Intangible assets will begin to be amortized
once contracts are signed and begin to produce revenue.





New
Pronouncements





In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No. 161, "Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133”.  SFAS 161 requires enhanced disclosures about an entity’s
derivative and hedging activities.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged.  As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year March 31, 2009.  The Company is currently evaluation the impact of
SFAS 161 on its consolidated financial statements but does not expect it to have
a material effect.













In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles.  The Company is currently evaluating the impact of
SFAS 162 on its consolidated financial statements but does not expect it to have
a material effect.




In May
2008, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standard ("SFAS") No. 163, "Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60"("SFAS
163").  SFAS 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement.  SFAS 163 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal
years.   As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended March 31, 2009.  The Company is
currently evaluating the impact of SFAS 162 on its consolidated financial
statements but does not expect it to have a material effect.





NOTE B -
RECLASSIFICATION





Certain
reclassifications have been made to the financial statement presentation in the
prior year to correspond to the current year's format.  Total equity
and net income are unchanged by these reclassifications.





NOTE C -
COMMON STOCK





During
the six months ended September 30, 2008, the Company issued 1,096,781 shares for
services, 46,250 shares for cash, 10,750,000 shares in exchange for its
investment in NexxNow China, Inc., 678,433 in satisfaction of notes payable and
212,500 shares issued for loan fees.





On March
4, 2008, the Company effected a reverse stock split of the corporation’s common
stock in the ratio of 1:35.





On June
6, 2008, the Company effected a reverse stock split of the corporation’s common
stock in the ratio of 1:4.














NOTE D -
GOING CONCERN





The
Company's consolidated 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 and an accumulated deficit totaling $10,936,879
for the period from date of inception (November 12, 1998) through September 30,
2008.





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








NOTE E –
NEXXNOW CHINA, INC. SHARE EXCHANGE AGREEMENT





On April
28, 2008, the Company acquired all of the outstanding capital stock of NexxNow
China, Inc., a Delaware corporation.  In exchange for the shares of
NexxNow China, the Company issued 10,750,000 shares of its common stock to the
shareholders of NexxNow China, Inc.  The new direction of the Company
will be to engage in the business of marketing sporting events in The People's
Republic of China.  As a result of this transaction, NexxNow, Inc.
recorded Intangibles of $576,129 because the liabilities of NexxNow China, Inc.,
at the time of acquisition, exceeded the assets by $146,129.  The purchase
price was determined to be $430,000 which is the par value of the stock ($.01)
times the 43 million shares issued in the acquisition (pre 1-for-4 reverse
split).








NOTE F –
REVERSE SPLIT AND NAME CHANGE





On June
6, 2008, Centale filed with the Department of State of the State of New York a
Certificate of Amendment of its Certificate of Incorporation.  The
amendments (1) changed the name of the corporation to NexxNow, Inc. and (2)
effected a reverse stock split of the corporation’s common stock in the ratio of
1:4.  All references to shares in this Report reflect the reverse
stock split.










NOTE G -
AMENDMENT TO CEO’S EMPLOYMENT AGREEMENT







On July
29, 2008 the Company and its Chief Executive Officer, Paul Riley, agreed to an
amendment of Mr. Riley’s employment agreement.  As part of the
agreement all outstanding debt owed by the Company to Mr. Riley, which totaled
$30,000, was forgiven, which totaled $30,000. In addition, as a result of the
amendment, Mr. Riley surrendered to the Company 2,242,754 shares of common
stock.








NOTE H –
OTHER MATTERS
 
 On July 24, 2008, NexxNow entered into
an Operating agreement with Premier Basketball League, Inc. (PBL) in formation
of PBL China LLC.  NexxNow has expended $108,218.75 in association
with the development of PBL China LLC.  As defined by the operating
agreement, expenses will be reimbursed prior to member distribution.  It is
uncertain at this time whether PBL China LLC will generate revenue for
member distribution so no amounts for future distribution have been recorded in
these consolidated financial statements.






NOTE I
- SUBSEQUENT EVENTS





Consolidation of
Debt




On November 7, 2008 the NexxNow board
of directors approved aggregating all debts due to Kenneth Keller by the
issuance of a convertible note to Kenneth Keller.  In connection with
that transaction, Mr. Keller agreed to provide the funds required for the
Company to complete its SEC filings and maintain its fully reporting
status.














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





Forward-Looking
Statements: No Assurances Intended





In
addition to historical information, this Quarterly 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.







Results of Operations




In April 2008 we acquired ownership of
NexxNow China, Inc., and turned our attention to developing the business plan of
that company.  NexxNow China intends to engage in marketing sports
events in The People’s Republic of China.  Toward that end, in July
2008 we entered into a joint venture with the Premier Basketball League (“PBL”),
which contemplates that we will organize teams in China to participate in the
PBL, and will develop marketing programs to take advantage of the cross-cultural
interest that such an international basketball league should
inspire.




Due primarily to our lack of funds, all
of our activities in the three and six month periods ended September 30, 2008
involved planning.  We generated no revenue and, so, incurred no
direct costs.  This situation did not, however, differ significantly
from the Company’s operations in the six month period ended September 30, 2007,
when we sold three software applications for a total of $47,916 and earned gross
margin of $31,115.




Since we
have no employees, the largest category of expenses during the three and six
month periods ended September 30, 2008 was consulting fees, which totaled
$157,536 in the three months ended September 30, 2008 and $371,160 in the six
months ended September 30, 2008.  Only a small portion of these
expenses were paid in cash, however.  During the six months ended
September 30, 2008 the market value of the common stock we issued in exchange
for services totaled $335,300.




The next largest category of expense
that we incurred during the three and six months ended September 30, 2008 was
loan fees, which totaled $25,500 in the three month period and $140,500 in the
six month period.  This represents the expenses we incurred in order
to fund our operations.  The $140,500 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 the three months ended September 30, 2008 resulted in
$280,314 in expenses.  We recorded $30,000 in “other income,” which
represented the reversal of expenses that we had previously accrued in
connection with our employment agreement with Paul Riley, our
CEO.  When we renegotiated Mr. Riley’s employment agreement in July,
he waived that obligation, which resulted in the “other income.”  The
result was that our net loss for the quarter was $250,314.  For the
six month period ended September 30, 2008, our $697,203 in expenses were offset
only by the same $30,000 in other income, resulting in a net loss of
$667,203.  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 our fiscal year ended March 31, 2008,
our operations were funded by loans from shareholders and
investors.  During the six months ended September 30, 2008, we
incurred an additional $20,846 in debt and also funded our cash shortfall by
selling common stock for $25,000.  Through September 30, 2008,
however, we had used 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.  As a result, at September 30, 2008, our
working capital deficit had been reduced to $553,556.  Nevertheless,
we currently have no 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.





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.





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
relationships, 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.




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













At September 30, 2007 we had no cash
and no other current assets to balance $553,556 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.














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.








ITEM
      3
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM
4. CONTROLS AND
PROCEDURES





Evaluation of Disclosure Controls
and Procedures.  Our Chief Executive Officer and Chief
Financial Officer carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of September 30, 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.  Based on his evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that NexxNow’s system of disclosure controls
and procedures was effective as of September 30, 2008 for the purposes described
in this paragraph.











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 second
fiscal quarter that has materially affected or is reasonably likely to
materially affect NexxNow’s internal control over financial
reporting.





PART
II   -   OTHER INFORMATION





Item 2.  Changes in
Securities and Small
Business Issuer Purchase of Equity Securities





Sale
of Unregistered Securities




In July
2008 NexxNow issued 28,571 shares of common stock to a total of two creditors in
satisfaction of debts. The sales were exempt pursuant to Section 4(2) of the Act
since the sales were not made in a public offering and were made to individuals
who had access to detailed information about NexxNow, and were acquiring the
shares for their own account.  There were no
underwriters.
  In July 2008 NexxNow issued 50,000
shares of common stock to compensate a shareholder for making a $20,000 loan to
NexxNow.  The shares were valued for this purpose at their par
value.  The sale was exempt pursuant to Section 4(2) of the Act since
the sale was not made in a public offering and was made to an individual who had
access to detailed information about NexxNow, and was acquiring the shares for
his own account.  There were no underwriters.




In July 2008 NexxNow issued 100,000
shares of common stock to a consultant in consideration of consulting
fees.  The shares were valued at the market price on the date of
issuance.  The sale was exempt pursuant to Section 4(2) of the Act
since the sale was not made in a public offering and were made to an entity
whose principals had access to detailed information about NexxNow, and were
acquiring the shares for its own account.  There were no
underwriters.




In September 2008 NexxNow issued
2,104,077 shares of common stock to a total of five individuals and two
companies.  The shares were issued in satisfaction of existing
obligations to employees and consultants for services rendered.  The
sales were exempt pursuant to Section 4(2) of the Act since the sales were not
made in a public offering and were made to individuals who had access to
detailed information about NexxNow, and were acquiring the shares for their own
account.  There were no underwriters.






Item
      6.
              Exhibits31
              Rule
      13a-14(a) Certification32
              Rule
      13a-14(b) Certification





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.





NEXXNOW,
      INC.Date:
      November 14, 2008
            By:
            /s/ Paul
      RileyPaul
      Riley, Chief Executive Officerand
      Chief Financial Officer