UNITED STATES


SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 _______________
 
 FORM 10-Q
 _______________
 x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended June 30, 2010
 o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ______to______.
 
 LEAGUE NOW HOLDINGS CORPORATION
 (Exact name of registrant as specified in Charter)
 
 Florida

333-148987

20-35337265(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(IRS Employee Identification No.)
  4075 Carambola Circle North
 Coconut Creek, Florida33066
 (Address of Principal Executive Offices)
 _______________
 
 (954) 366-5079
 (Issuer Telephone number)
 _______________
 
 (Former Name or Former Address if Changed Since Last Report)
 
 Indicate bycheck mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.    Yes x No o
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes o       No o
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
 Large Accelerated Filer o         Accelerated Filer o         Non-Accelerated Filer o         Smaller Reporting Company x
 
 Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.     Yes o No x
 
 State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 9, 2010:  2,859,268 shares of Common Stock.
 
  
  
 LEAGUE NOW HOLDINGS CORPORATION
 
 FORM 10-Q
 June 30, 2010
 INDEX
 
 PART I-- FINANCIAL INFORMATION
 
 Item 1.
Financial Statements
1Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
7Item 3
Quantitative and Qualitative Disclosures About Market Risk
9Item 4.
Control and Procedures
9
 
 PART II-- OTHER INFORMATION
 
 Item 1
Legal Proceedings
10Item 1A
Risk Factors
10Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10Item 3.
Defaults Upon Senior Securities
10Item 4.
(Removed and Reserved)
10Item 5.
Other Information
10Item 6.
Exhibits
10
 
 SIGNATURE
 
 
 
 Item 1. Financial Information
 
 LEAGUE NOW HOLDINGS CORPORATIONCONDENSED BALANCE SHEETSASSETSJune 30, 2010


December 31, 2009(Unaudited)TOTAL ASSETS

$
-


$
-LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCURRENT LIABILITIESAccounts payable

$
121,044


$
111,665Accrued payroll


40,750



34,750Accrued payroll taxes


4,361



3,902Note payable


8,172



-Note payable - related party


-



1,627CURRENT LIABILITIES


174,327



151,944LONG TERM LIABILITIESNote payable- related party


1,627



-TOTAL LIABILITIES


175,954



151,944COMMITMENTS AND CONTINGENCIES


-



-STOCKHOLDERS’ DEFICIENCY


-



-Preferred  stock, $0.001 par value, 10,000,000 shares authorized,  none issued and outstanding


-



-Common stock, $0.001 par value, 100,000,000 shares authorized,  2,859,268 and 2,859,268 shares issued and outstanding, respectively


2,859



2,859Additional paid in capital


118,891



118,891Accumulated deficit


(297,704
)


(273,694
)Total Stockholders’ Deficiency


(175,954
)


(151,944
)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

$
-


$
-
 
 See accompanying notes to condensed unaudited financial statements
 
 -1-


LEAGUE NOW HOLDINGS CORPORATIONCONDENSED STATEMENTS OF OPERATIONS(UNAUDITED)For the Three Months Ended June 30,


For the Six Months Ended June 30,2010


2009


2010


2009REVENUEService revenue

$
-


$
-


$
-


$
--



-



-



-OPERATING EXPENSESSalary - related party


3,000



3,000



6,000



6,000Professional fees


6,137



3,312



15,742



11,030Transfer agent fees


599



615



1,809



1,215Consulting fees


-



15,000



-



30,000Payroll tax expense


229



-



459



689General and administrative


-



42



-



83Total Operating Expenses


9,965



21,969



24,010



49,017LOSS BEFORE PROVISION FOR INCOME TAXES


(9,965
)


(21,969
)


(24,010
)


(49,017
)Provision for Income Taxes


-



-



-



-NET LOSS

$
(9,965
)

$
(21,969
)

$
(24,010
)

$
(49,017
)Net loss per share - basic and diluted

$
-


$
(0.01
)

$
(0.01
)

$
(0.02
)Weighted average number of shares outstanding during the period - basic and diluted


2,859,268



2,859,268



2,859,268



2,859,268
 
 See accompanying notes to condensed unaudited financial statements
 
 -2-








LEAGUE NOW HOLDINGS CORPORATIONCONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED)For the Six Months Ended June 30,2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(24,010
)

$
(49,017
)Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets and liabilities:Accrued payroll


6,000



6,000Accrued payroll taxes


459



688Accounts payable


9,379



38,546Net Cash Used In Operating Activities


(8,172
)


(3,783
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from note payable


8,172



-Net Cash from Financing Activities


8,172



-NET DECREASE IN CASH


-



(3,783
)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


-



3,789CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
-


$
6Supplemental disclosure of non cash investing & financing activities:Cash paid for income taxes

$
-


$
-Cash paid for interest expense

$
-


$
-





See accompanying notes to condensed unaudited financial statements





-3-





LEAGUE NOW HOLDINGS CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS


AS OF JUNE 30, 2010


(UNAUDITED)








NOTE 1.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION





(A) Basis of Presentation





The accompanying unaudited condensed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2010 are not necessarily indicative of results that may be expected for the year ending December 31, 2010. The condensed financial statements are presented on the accrual basis.





(B) Organization





League Now Holdings Corporation was incorporated under the laws of the State of Florida on September 21, 2005. The Company operates under the domain name,  www.leaguenow.com  as an application service provider offering web-based services for online video game users. The Company’s strategy was directed toward the satisfaction of our registered members by offering integrated internet technology for the online video game industry that quickly and easily allows individuals to enter and play in  peer organized leagues in the United States and worldwide, 24 hours a day, 7 days a week.





(C) Use of Estimates





In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.





(D) Cash and Cash Equivalents





For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.





(E) Loss Per Share





Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of June 30, 2010 and 2009, there were no common share equivalents outstanding.





(F) Business Segments





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





(G) Financial Instruments





The carrying amounts reported in the balance sheet for the accounts payable, accrued expenses, notes payable and note payable related party approximate fair value based on the short term maturity of these instruments.





(H) Revenue Recognition





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





NOTE 2.             EMPLOYMENT AGREEMENT





On October 1, 2005 the Company entered into an employment agreement with its President.  The President is to be paid $12,000 per annum for a period of two years and receive 12,000,000 shares of common stock valued at $24,000, ($.002 per share) on the date of issuance. The agreement automatically extends for additional terms of successive one-year periods unless the company or the executive gives written notice to the other of the termination at least 30 days prior to the expiration of the one-year period.  At June 30, 2010 and December 31, 2009, the Company’s President was owed accrued salary of $40,750 and $34,750, respectively.





-4-





NOTE 3.            CONSULTING AGREEMENTS





On July 1, 2008 the Company entered an agreement with a financial consultant.  The Company agreed to pay the consultant $5,000 monthly for 12 months. Payment is contingent upon the company obtaining financing of no less than $500,000 USD or if there is a change in control. For  the three months ended March 31, 2010 and 2009 the Company recorded consulting fees of $0 and $15,000, respectively. This agreement expired on June 30, 2009.





Additionally the Company has agreed to the following:





(i)  Placement Agent Fees: A fee equal to ten percent (10%) of the total amount of capital raised and cashless warrants equal to ten percent (10%) of the total amount of capital raised, subject to the exercise price of one hundred and twenty-five percent (125%) private placement.





(ii)For Debt Financings: A fee equal to five percent (5%). If debt financing is in the form of a line of credit or other form of debt that is not funded in full at the closing, then the entire available loan amount shall be considered the total consideration against which our fees will be calculated.





(iii)For any merger or acquisition: An amount equal to ten percent (10%) of the total consideration or value paid, payable in the same form as received by the Shareholders of the target or the Company.





(iv)For a strategic alliance or customer: An amount equal to ten percent (10%) of the annual value of the alliance or single transaction.





NOTE 4.            NOTE PAYABLE





On March 10, 2010 the Company borrowed $4,672 from a third party. The note is non-interesting bearing and is due in one year.





On March 31, 2010 the Company borrowed $3,500 from a third party. The note is non-interesting bearing and is due in one year.





NOTE 5.            NOTE PAYABLE – RELATED PARTY





On August 1, 2009 the Company borrowed $1,627 from the officer of the company. The note is non-interesting bearing and is due on August 1, 2010. On August 4, 2010, the officer extended the due date of the note to August 1, 2011.





NOTE 6.            MERGER





On May 19, 2010, we entered into binding letter of intent with Oriental Wise International Limited. Pursuant to the Letter of Intent, Oriental Wise and the Company are to commence the negotiation and preparation of a definitive share purchase agreement whereby the Company, Oriental Wise and the shareholders of Oriental Wise will complete a share exchange transaction (the “Transaction”) on or before June 15, 2010, subject to certain conditions precedent to the closing of the Transaction. Pursuant to the Letter of Intent, Oriental Wise will become a wholly-owned subsidiary of the Company. The letter of intent expired on June 15, 2010 and no agreement was reached.


NOTE 7.            STOCKHOLDER'S DEFICIENCY




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





On January 19, 2010, the Company's stockholders approved a 2 for 1 forward stock split for its common stock. As a result, stockholders of record at the close of business on July 1, 2009, received two shares of common stock for every one share held. Common stock, additional paid-in capital, share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.





On April 26, 2010, the Company's stockholders approved a 1 for 3 reverse stock split for its common stock. As a result, stockholders of record at the close of business on June 1, 2010, received one shares of common stock for every three share held. Common stock, additional paid-in capital, share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.








-5-








NOTE 8.            GOING CONCERN





As reflected in the accompanying unaudited condensed financial statements, the Company used cash in operations of $8,172 and had a net loss of $24,010 for the six months ended June 30, 2010.  In addition, the Company had a working capital deficiency of $174,327 and a stockholder's deficiency of $175,954 respectively. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.





-6-





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





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





Our plan of operations was designed to have us grow our market share amongst the existing application service providers offering web-based services for the online video gaming industry.





We had offered four (4) games, football, baseball, basketball, and hockey each identified by the market names Madden 2006, MLB 2006, NBA Live 2006, and NHL 2006 respectively. The four (4) leagues are not fully operational and they need to be updated to reflect the current roster changes of the corresponding sports teams.





Our plan of operations has been subject to attaining additional financing. We cannot assure investors that adequate financing will be available. In the absence of our additional financing, we may be unable to proceed with our plan of operations. Even with additional financing within the next twelve months, we will require financing to potentially achieve our goal of profit, revenue and growth.





We have not been able to raise additional funds through either debt or equity offerings. Without this additional cash we have been unable to complete our plan of operations and generate sufficient revenue to complete such plan. We believe that we may not be able to raise the necessary funds to continue to pursue our business operations. As a result of the foregoing, we have begun to explore our options regarding the development of a new business plan and direction.





During the next twelve months, we intend to actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. If this happens, management will follow the procedures outlined in Item 1 above. Because we have limited funds, it may be necessary for the sole officer and director or certain shareholders to either advance funds to us or to accrue expenses until such time as a successful business consolidation can be made. We will not be able to make it a condition that the target company must repay funds advanced by its officers and directors. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.





We do not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is convinced that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months





Due to the fact that we have has limited funds, it may be necessary for the sole officer and director or certain shareholders to either advance funds to us or to accrue expenses until such time as a successful business consolidation can be made. We will not make it a condition that the target company must repay funds advanced by its officers and directors. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. However, if we engage outside advisors or consultants in its search for business opportunities, it may be necessary for us to attempt to raise additional funds. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event we do need to raise capital most likely the only method available to us would be the private sale of its securities. Because of our nature, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that we will able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to us.




On May 19, 2010, we entered into binding letter of intent with Oriental Wise International Limited. Pursuant to the Letter of Intent, Oriental Wise and the Company are to commence the negotiation and preparation of a definitive share purchase agreement whereby the Company, Oriental Wise and the shareholders of Oriental Wise will complete a share exchange transaction (the “Transaction”) on or before June 15, 2010, subject to certain conditions precedent to the closing of the Transaction. Pursuant to the Letter of Intent, Oriental Wise will become a wholly-owned subsidiary of the Company. The letter of intent expired on June 15, 2010 and no agreement was reached.





Results of Operations





For the three months ended June 30, 2010, we had $0 in revenue. Expenses for the three months ended June 30, 2010 totaled $9,966 resulting in a loss of $9,966. Expenses of $9,966 for the three months ended June 30, 2010 consisted of $0 for general and administrative expenses, $0 for consulting fees, $3,000 for salary to a related party, $6,137 for professional fees, $600 for transfer agent fees and $229 for payroll tax expense.





For the three months ended June 30, 2009, we had $0 in revenue. Expenses for the three months ended June 30, 2009 totaled $21,969 resulting in a loss of $21,969. Expenses of $21,969 for the three months ended June 30, 2009 consisted of $42 for general and administrative expenses, $15,000 for consulting fees, $3,000 for salary to a related party, $3,312 for professional fees, $615 for transfer agent fees and $0 for payroll tax expense.






-7-






For the six months ended June 30, 2010, we had $0 in revenue. Expenses for the six months ended June 30, 2010 totaled $24,011 resulting in a loss of $24,011. Expenses of $24,011 for the six months ended June 30, 2010 consisted of $0 for general and administrative expenses, $0 for consulting fees, $6,000 for salary to a related party, $15,742 for professional fees, $1,810 for transfer agent fees and $459 for payroll tax expense.





For the six months ended June 30, 2009, we had $0 in revenue. Expenses for the six months ended June 30, 2009 totaled $49,017 resulting in a loss of $49,017. Expenses of $49,017 for the six months ended June 30, 2009 consisted of $83 for general and administrative expenses, $30,000 for consulting fees, $6,000 for salary to a related party, $11,030 for professional fees, $1,215 for transfer agent fees and $689 for payroll tax expense.




Capital Resources and Liquidity





As of June 30, 2010 we had $0 in cash. As reflected in the accompanying financial statements, we used cash in operations of $8,172 and had a net loss of $24,010 for the six months ended June 30, 2010.  In addition, the Company had a working capital deficiency of $174,327 and a stockholders’ deficiency of $175,954 respectively.  These factors raise substantial doubt about its ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.





To date we have not been successful in reaching our initial revenue targets, additional funds are required to proceed with our business plan for the development and marketing of our core services. We are seeking additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.





During the next few quarters we will pursue financing, strategic alliances and other potential transactions available to us as we cannot currently satisfy our cash requirements for the next twelve months with our current cash and expected revenues without additional financing. Thereby, completion of our plan of operation is subject to attaining financing or a strategic alliance or adequate revenue and we cannot assure investors that we may be able to proceed with our plan of operations.





On July 1, 2008, we entered into an agreement with Grandview Capital, Inc., a financial consultant.  We have agreed to pay Grandview $5,000 per month for 12 months with the payment contingent upon us obtaining financing of no less than $500,000 or in the event we effectuate a change in control. For the three months ended June 30, 2010 and 2009 we recorded consulting fees of $0 and $15,000, respectively. Additionally we have agreed to the following:





(i)  Placement Agent Fees: A fee equal to ten percent (10%) of the total amount of capital raised and cashless warrants equal to ten percent (10%) of the total amount of capital raised, subject to the exercise price of one hundred and twenty-five percent (125%) private placement.





(ii)For Debt Financings: A fee equal to five percent (5%). If debt financing is in the form of a line of credit or other form of debt that is not funded in full at the closing, then the entire available loan amount shall be considered the total consideration against which our fees will be calculated.





(iii)For any merger or acquisition: An amount equal to ten percent (10%) of the total consideration or value paid, payable in the same form as received by the Shareholders of the target or us.





(iv)For a strategic alliance or customer: An amount equal to ten percent (10%) of the annual value of the alliance or single transaction.





Grandview Capital, Inc. is owed by Peter Goldstein who is the beneficial owner of Goldco Properties Limited Partnership which owns 111,111 shares of our common stock.





We anticipate that our operational, and general & administrative expenses for the next 12 months will total approximately $50,000.  We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees until such time as we have successfully completed our financing. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.





-8-





Critical Accounting Policies





Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.





Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our condensed results of operations, financial position or liquidity for the periods presented in this report.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).





Item 3. Quantitative and Qualitative Disclosures About Market Risk





Not required for Smaller Reporting Companies.





Item 4.  Controls and Procedures





a)   Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.





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








-9-






PART II - OTHER INFORMATION





Item 1. Legal Proceedings.





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





Item 1A. Risk Factors.





None.





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





None.





Item 3. Defaults Upon Senior Securities.





None.





Item 4. Removed and Reserved.





None.





Item 5. Other Information.





None





Item 6 - Exhibits





(a)         Exhibits





Exhibits. No.

Description31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1

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







-10-









SIGNATURES





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





LEAGUE NOW HOLDINGS CORPORATIONDate: August 9, 2010
By:
/s/ James PregiatoJames Pregiato

Chairman of the Board of Directors,

Chief Executive Officer,

Chief Financial Officer,

Controller, Principal Accounting Officer










-11-