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
      1934For
      the quarterly period ended June 30, 2008[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For 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:


August
14, 2008


Common
Voting Stock:  12,251,831 shares








NEXXNOW,
      INC. (f/k/a CENTALE, INC.)BALANCE
      SHEETSTHREE
      MONTHS ENDED JUNE 30, 2008(UNAUDITED)June
      30, 2008
            
            
            March
      31, 2008ASSETSCurrent
      AssetsCash
      and Cash Equivalents
            
            
            139
            
            
            
            166Total
      Current Assets
            
            
            139
            
            
            
            166Furniture,
      Fixtures, EquipmentFurniture,
      Fixtures, Equipment
            
            
            5,000
            
            
            
            0TotalFurniture,
      Fixtures, Equipment
            
            
            5,000
            
            
            
            0Other
      AssetsSoftware
      Development
            
            
            153,479
            
            
            
            153,479Software
      Technology
            
            
            129,950
            
            
            
            129,950Less:
      Accumulated Amortization
            
            
            (202,793
            )
            
            
            (188,795
            )Loan
      Receivable
            
            
            50,000
            
            
            
            0Intangibles
            
            
            576,129
            
            
            
            0Total
      Other Assets
            
            
            706,765
            
            
            
            94,634TOTAL
      ASSETS
            
            
            711,904
            
            
            
            94,800LIABILITIES
      & EQUITYCurrent
      LiabilitiesAccounts
      Payable
            
            
            140,125
            
            
            
            144,792Accrued
      Expenses
            
            
            69,489
            
            
            
            31,520Loans
      Payable
            
            
            41,315
            
            
            
            196,155L/P
      -Stockholders
            
            
            129,342
            
            
            
            365,166Payroll
      Tax Liabilities
            
            
            10,172
            
            
            
            10,172Total
      Current Liabilities
            
            
            390,443
            
            
            
            747,805Total
      Liabilities
            
            
            390,443
            
            
            
            747,805EquityCommon
      Stock:  $.01 Par, 250,000,000 Authorized 14,316,014
      and 1,621,944 Shares Issued and
      Outstanding as of June 30, 2008 and March
      31, 2008 Respectively
            
            
            143,161
            
            
            
            16,219Additional
      Paid In Capital
            
            
            10,864,865
            
            
            
            9,600,452Accumulated
      Deficit
            
            
            (10,686,565
            )
            
            
            (10,269,676
            )Total
      Stockholders' Equity (Deficit)
            
            
            321,461
            
            
            
            (653,005
            )TOTAL
      LIABILITIES & EQUITY
            
            
            711,904
            
            
            
            94,800





The
accompanying notes are an integral part of these financial
statements.


2




NEXXNOW,
      INC. (f/k/a CENTALE, INC.)STATEMENTS
      OF OPERATIONSTHREE
      MONTHS ENDED JUNE 30, 2008(UNAUDITED)June
      30, 2008
            
            
            June
      30, 2007ORDINARY
      INCOME / (EXPENSE)REVENUES
            
            
            0
            
            
            
            7,500DIRECT
      COSTS:Subcontracted
      Labor
            
            
            0
            
            
            
            6,750Technology
      services
            
            
            0
            
            
            
            51Total
      Direct Costs
            
            
            0
            
            
            
            6,801GROSS
      MARGIN
            
            
            0
            
            
            
            699EXPENSESAdvertising
            
            
            4,499
            
            
            
            3,817Amortization
            
            
            13,998
            
            
            
            14,169Consulting
      Services
            
            
            213,624
            
            
            
            467,477Depreciation
            
            
            0
            
            
            
            0Insurance
      Expense
            
            
            675
            
            
            
            9,554Interest
      Expense
            
            
            17,294
            
            
            
            0Loan
      Fees
            
            
            115,000
            
            
            
            0Miscellaneous
            
            
            0
            
            
            
            7,700Office
      Expense
            
            
            7,117
            
            
            
            6,474Officers'
      Compensation
            
            
            
            
            
            
            60,000Professional
      Services
            
            
            15,249
            
            
            
            9,959Rent
            
            
            12,000
            
            
            
            6,800Salaries
      & Wages
            
            
            
            
            
            
            26,729Travel
      Expense
            
            
            17,433
            
            
            
            127Total
      Expense
            
            416,889
            
            
            
            612,806Loss
      from Operations
            
            
            (416,889
            )
            
            
            (612,107
            )Other
      Income / (Expense)Other
      Income / (Expense)
            
            
            0
            
            
            
            22,625NET
      LOSS FOR THE PERIOD
            
            
            (416,889
            )
            
            
            (589,482
            )LOSS
      PER SHARE:Basic
            
            
            (0.06
            )
            
            
            (0.47
            )Fully
      Diluted
            
            
            (0.06
            )
            
            
            (0.47
            )WEIGHTED
      ADVERAGE COMMONSHARES
      OUTSTANDING:Basic
            
            
            7,541,169
            
            
            
            1,260,796Fully Diluted
            
            
            7,541,169
            
            
            
            1,260,796






The
accompanying notes are an integral part of these financial
statements.


3




NEXXNOW,
      INC. (f/k/a CENTALE, INC.)STATEMENTS
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)COMMON
      STOCK(UNAUDITED)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
              
              
              649,862
              
              
              
              6,499
              
              
              
              501,996
              
              
              
              
              
              
              
              508,495Common Stock
      Issued in Exchange for Services
              
              
              1,085,458
              
              
              
              10,855
              
              
              
              301,905
              
              
              
              
              
              
              
              312,760Common Stock
      Issued in Exchangefor Loan Fee
              
              
              162,500
              
              
              
              1,625
              
              
              
              113,375
              
              
              
              
              
              
              
              115,000Common
      Stock Issued In Exchangefor Investment in Sub
              
              
              10,750,000
              
              
              
              107,500
              
              
              
              322,600
              
              
              
              
              
              
              
              430,100Net
      Loss for the Period (unaudited)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (416,889
              )
              
              
              (416,889
              )BALANCE
      - JUNE 30, 2008
              
              
              14,316,014
              
              
              
              143,161
              
              
              
              10,864,865
              
              
              
              (10,686,565
              )
              
              
              321,461




The
accompanying notes are an integral part of these financial
statements.


4




NEXXNOW,
      INC. (f/k/a CENTALE, INC.)STATEMENT
      OF CASH FLOWSFOR
      THREE MONTHS ENDED JUNE 30, 2008(UNAUDITED)June
      30, 2008
              
              
              June
      30, 2007CHANGES IN ASSETS
      AND LIABILITIESNet Loss for the
      Period
              
              
              (416,889
              )
              
              
              (589,482
              )NON-CASH
      ADJUSTMENTSDepreciation
      and  Amortization
              
              
              13,998
              
              
              
              14,169Common Stock issued
      in exchange for services
              
              
              312,760
              
              
              
              300,000Common Stock issued
      in exchange for loan fee
              
              
              115,000
              
              
              
              0Gain on Sale of
      Investments
              
              
              0
              
              
              
              (22,625
              )Cash Flows from
      Operating ActivitiesLoan
      Receivable
              
              
              (50,000
              )
              
              
              0Accounts
      Payable
              
              
              (4,786
              )
              
              
              168,219Accrued
      Expense
              
              
              37,866
              
              
              
              0Cash
      Overdraft
              
              
              0
              
              
              
              1,082Net cash provided
      by Operating Activities
              
              
              7,949
              
              
              
              (128,637
              )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
              
              
              121,738
              
              
              
              135,000Repayment of Loan
      Payable
              
              
              (154,840
              )
              
              
              (77,860
              )Proceeds from
      Issuance of Common Stock
              
              
              25,000
              
              
              
              0Net cash provided
      by Financing Activities
              
              
              (8,102
              )
              
              
              57,140NET
      CHANGE IN CASH AND CASH EQUIVALENTS
              
              
              (153
              )
              
              
              (275
              )CASH
      AND CASH EQUIVALENTS -BEGINNING OF PERIOD
              
              
              292
              
              
              
              275CASH
      AND CASH EQUIVALENTS - END OF PERIOD
              
              
              139
              
              
              
              0Income Taxes and
      Interest Paid
              
              
              0
              
              
              
              0SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING AND
      FINANCING ACTIVITIESCommon Stock issued
      in Satisfaction of Notes Payable
              
              
              508,495
              
              
              
              -Common Stock Issued
      In Exchange for Investment in Sub
              
              
              430,100
              
              
              
              -


The
accompanying notes are an integral part of these financial
statements.




5


NEXXNOW,
INC.
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THREE
MONTHS ENDED JUNE 30, 2008





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 Security 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 June
30, 2008.





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 consolidated
financial statements.





6


NEXXNOW,
INC.
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THREE
MONTHS ENDED JUNE 30, 2008




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.





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.




7


NEXXNOW,
INC.
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THREE
MONTHS ENDED JUNE 30, 2008


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.





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.





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 due to these reclassifications.





NOTE C -
COMMON STOCK





The
Company issued 46,250 of its common stock for cash, 1,085,458 shares for
services, 649,862 shares issued in satisfaction of Notes Payable, 162,500 shares
issued for loan fees and 10,750,000 shares of its common stock as part of the
NexxNow China, Inc. share exchange.





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 $10,686,565
for the period from date of inception (November 12, 1998) through June 30,
2008.





8


NEXXNOW,
INC.
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THREE
MONTHS ENDED JUNE 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 4-1
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 -
SUBSEQUENT EVENTS





Agreement with Pan Asia
Investment Management Company




Effective
on July 3, 2008 NexxNow entered into an Agreement with Pan Asia Investment
Management Company and Fu Lo Jen, its President.  Pan Asia Investment
Management Company is located in Dalian, in The People’s Republic of
China.  The agreement has a two year term.  In the
agreement, Pan Asia undertook to manage a NexxNow office in Dalian (to be funded
by NexxNow), and to develop significant relationships in China for NexxNow,
including a relationship with CCTV (China Central Television Broadcast
Channel).  Fu Lo Jen agreed to serve as Chairman of NexxNow’s Chinese
Advisory Board, which will be organized during the next 45 days.





9


NEXXNOW,
INC.
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THREE
MONTHS ENDED JUNE 30, 2008


As
compensation for its services, NexxNow will pay Pan Asia $10,000 per month,
commencing when NexxNow obtains an additional $1 million in
capital.  NexxNow will also issue 500,000 shares of its common stock
to Pan Asia.  In addition, NexxNow will issue 250,000 shares of its
common stock to Pan Asia whenever any of the following events
occurs:  (a) all three of the following:  the Chinese
Advisory Board is formed, a Chinese NexxNow website becomes operative utilizing
NexxNow’s ACE technology, and NexxNow’s Dalian office commences operations, (b)
Pan Asia facilitates a business arrangement between NexxNow and CCTV, or (c)
NexxNow barters its ACE technology for $1 million in media during 2008 and $4
million in media during 2009.





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 a result of the
amendment, Mr. Riley surrendered to the Company 2,242,754 shares of common
stock.


10


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 months ended June 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 three months ended June 30, 2007, when we sold one
software application for $7,500 and earned gross margin of $699.




The
largest category of expenses during the three months ended June 30, 2008 was the
combination of consulting fees, officers’ compensation and salaries and wages,
which totaled $213,624.  Only a small portion of these expenses were
paid in cash, however.  During the three months ended June 30, 2008
the market value of the common stock we issued in exchange for services totaled
$312,760.




The next largest category of expense
that we incurred during the three months ended June 30, 2008 was loan fees,
which totaled $115,000.  This represents the expenses we incurred in
order to fund our operations.  The $115,000 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.




11


Our
business activities during the three months ended June 30, 2008 resulted in
$416,889 in expenses, which was also the amount of our net loss for the
quarter.  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 three months ended June 30, 2008, we repaid
more debt than we incurred, but funded the shortfall by selling common stock for
$25,000.  Through June 30, 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.  As a result, at June 30, 2008, our
working capital deficit had been reduced to $390,304.  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.





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 June 30, 2007 we had only $139 in
cash and no other current assets to balance $390,443 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.


12





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.







13




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 600,000 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.  As a result, Mr. Wier continues to
exercise substantial control over the business and management of
NexxNow.  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.








14


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 June 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 June 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 first 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 April 2008 NexxNow issued 10,750,000
shares of common stock to the shareholders of NexxNow China, Inc. in exchange
for the capital stock of that corporation.  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 individuals who had access to detailed information
about NexxNow, and were acquiring the shares for their own
accounts.  There were no underwriters.




In April and May 2008 NexxNow issued
649,862 shares of common stock to a total of nine investors and
creditors.  The shares were issued in satisfaction of debts totaling
$508,495.  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.




15


In April 2008 NexxNow issued 46,250
shares of common stock to one investor. The shares were issued in exchange for a
cash payment of $25,000.  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 April 2008 NexxNow issued 250,000
shares of common stock to Thaddeus A. Wier, Jr.  The shares were
issued in consideration of the premature termination of Mr. Wier’s employment
agreement with NexxNow.  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.




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:
      August 14, 2008
            By:
      /s/ Paul
  RileyPaul
      Riley, Chief Executive Officerand
      Chief Financial Officer




16