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 March 31, 2008






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
            
            000-52191
            
            20-35337265(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (Commission
      File No.)
            
            (IRS
      Employee Identification No.)





4075
Carambola Circle North, Coconut Creek, Florida 33066


(Address
of Principal Executive Offices)


_______________




(954)
366-5079


(Issuer
Telephone number)


_______________








(Former
Name or Former Address if Changed Since Last Report)




Check
whether the issuer (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 T No£




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 as of May 15, 2008:  25,733,125 shares of common stock.















League
Now Holdings Corporation





FORM
10-Q




March
31, 2008




INDEX




P PART
I-- FINANCIAL INFORMATION








Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4.
            Control
      and Procedures






PART
II-- OTHER INFORMATION




Item
      1
            Legal
      ProceedingsItem
      1A
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K






SIGNATURE











Item 1. Financial
Information












League
Now Holdings Corporation







FINANCIAL
STATEMENTS







AS OF
MARCH 31, 2008




TABLE
OF CONTENTS
   PAGE
                1
                CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2008 (UNAUDITED) AND DECEMBER
      31, 2007 (AUDITED)PAGE
                2
                CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
      2008 AND 2007PAGE
                3
                CONDENSED
      CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
      2008 AND 2007PAGES
                4 -
      7
                NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008
      (UNAUDITED)







LEAGUE
      NOW HOLDINGS CORPORATIONBALANCE
      SHEETSASSETSMarch
      31,
              
              
              December
      31,2008
              
              
              2007CURRENT
      ASSETS
              
              (Unaudited)
              
              
              (Audited)Cash
              
              $
              7,017
              
              
              $
              14,812TOTAL ASSETS
              
              $
              7,017
              
              
              $
              14,812LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
              
              $
              24,522
              
              
              $
              16,855Accrued
      payroll
              
              
              13,750
              
              
              
              10,750Accrued
      payroll taxes
              
              
              2,296
              
              
              
              2,066TOTAL
      CURRENT LIABILITIES
              
              
              40,568
              
              
              
              29,671COMMITMENTS
      AND CONTINGENCIES
              
              
              -
              
              
              
              -STOCKHOLDERS’
      DEFICIENCYPreferred  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,  25,733,125 and 25,733,125 shares issued and
      outstanding, respectively
              
              
              25,733
              
              
              
              25,733Additional
      paid in capital
              
              
              96,017
              
              
              
              96,017Accumulated
      deficit
              
              
              (155,301
              )
              
              
              (136,609
              )Total
      Stockholders’ Equity (Deficit)
              
              
              (33,551
              )
              
              
              (14,859
              )TOTAL LIABILITIES AND STOCKHOLDERS’
      DEFICIENCY
              
              $
              7,017
              
              
              $
              14,812




See
accompanying notes to financial statements.




1




LEAGUE
      NOW HOLDINGS CORPORATIONSTATEMENTS OF
      OPERATIONS(Unaudited)For
      the Three Months Ended March 31,2008
              
              
              2007REVENUEService
      revenue
              
              $
              -
              
              
              $
              165-
              
              
              
              165OPERATING
      EXPENSESSalary
      - related party
              
              
              3,000
              
              
              
              6,000Professional
      fees
              
              
              14,522
              
              
              
              19,949Payroll
      tax expense
              
              
              230
              
              
              
              230Web-site
      development
              
              
              -
              
              
              
              10,500General
      and administrative
              
              
              940
              
              
              
              -Total
      Operating Expenses
              
              
              18,692
              
              
              
              36,679LOSS
      BEFORE PROVISION FOR INCOME TAXES
              
              
              (18,692
              )
              
              
              (36,514
              )Provision
      for Income Taxes
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (18,692
              )
              
              $
              (36,514
              )Net
      loss per share - Basic and Diluted
              
              $
              -
              
              
              $
              -Weighted
      average number of shares outstanding during the period - Basic and
      Diluted
              
              
              25,733,125
              
              
              
              25,111,037




See
accompanying notes to financial statements.






2









LEAGUE NOW HOLDINGS CORPORATIONSTATEMENTS OF CASH
      FLOWS(Unaudited)For
      the Three Months Ended March 312008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (18,692
              )
              
              $
              (36,514
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Common
      stock issued for services
              
              
              -
              
              
              
              27,450Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              -
              
              
              
              (84
              )Accrued
      payroll
              
              
              3,000
              
              
              
              400Accrued
      payroll taxes
              
              
              230
              
              
              
              230Deferred
      revenue
              
              
              -
              
              
              
              (82
              )Accounts
      payable
              
              
              7,667
              
              
              
              -Net
      Cash Used In Operating Activities
              
              
              (7,795
              )
              
              
              (8,600
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from exercise of stock options
              
              
              -
              
              
              
              2,000Net
      Cash Provided By Financing Activities
              
              
              -
              
              
              
              2,000NET
      INCREASE IN CASH
              
              
              (7,795
              )
              
              
              (6,600
              )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              14,812
              
              
              
              23,305CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              7,017
              
              
              $
              16,705Supplemental
      disclosure of non cash investing & financing
    activities:Cash
      paid for income taxes
              
              $
              -
              
              
              $
              -Cash
      paid for interest expense
              
              $
              -
              
              
              $
              -




See
accompanying notes to financial statements.






3




LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF MARCH 31, 2008
 (UNAUDITED)
 
 
 NOTE
      1    SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES AND
  ORGANIZATION
 
 (A) Basis of
Presentation
  The
accompanying unauditedfinancial 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 three
months ended March 31, 2008 are not necessarily indicative of results that may
be expected for the year ending December 31, 2008. The 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 is 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) Website
Costs
 
 The
Company has adopted the provisions of Emerging Issues Task Force 00-2,
“Accounting for Web Site Development Costs.” Costs incurred in the planning
stage of a website are expensed as research and development while costs incurred
in the development stage are capitalized and amortized over the life of the
asset, estimated to be three years.
   4
 LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF MARCH 31, 2008
 (UNAUDITED)
  (F)
Revenue Recognition
 
 The
Company recognizes revenue from membership fees over the membership
period.  Fees billed in advance are recorded as deferred revenue and
recognized over the service period.  The company recognizes revenue on
banner  advertising at the time the advertising is displayed in
accordance with the criteria in Staff Accounting Bulletin 104, Revenue Recognition (SAB
104).  The criteria in SAB 104 requires that revenue is recognized
when persuasive evidence of an arrangement exists, delivery of the product or
performance of the service has occurred, no significant company obligations with
regard to implementation or integration exist, the fee is fixed or determinable
and collectibility is reasonably assured.
  (G) Long-Lived
Assets
 
 The
Company accounts for long-lived assets under the Statements of Financial
Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other
Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived
Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142 and 144,
long-lived assets, goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets.
 
 (H) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of March 31,  2008 and 2007, there were no
common share equivalents outstanding.
  (I)
Business Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (J)
Stock Based Compensation
 
 Shares,
warrants and options issued to non-employees for services are accounted for in
accordance with SFAS 123(R) and Emerging Issues Task Force Issue No. 96-18 (“EITF 96-18”), “Accounting for Equity Instruments that are Issued to
Other Than Employees for Acquiring or In Conjunction with Selling Goods or
Services” whereby the fair value of such option and warrant grants is determined
using the Black-Scholes Model at the earlier of the date at which the
non-employee’s performance is completed or a performance commitment is
reached.
 
 (K) Recent Accounting
Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51”.  This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the non-controlling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent
remains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained non-controlling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the non-controlling
owners.  SFAS No. 160 affects those entities that have an outstanding
non –controlling interest in one or more subsidiaries or that deconsolidate a
subsidiary.  SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  Early adoption is prohibited.  The adoption of this
statement is not expected to have a material effect on the Company’s financial
statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.
  (L) Income
Taxes
 
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).  Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.  Under Statement 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
 5
 
 LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF MARCH 31, 2008
 (UNAUDITED)
 
 NOTE2
              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 March 31, 2008 the Company’s President was owed
accrued salary of $13,750.
  NOTE3   STOCKHOLDERS'
      DEFICIENCY
 
 (A) Common Stock Issued for
Cash
 
 On
September 21, 2005, the Company issued 10,000,000 shares of common stock to a
founder for cash of $10,000 ($0.001 per share).
 
 On
September 21, 2005, the Company issued 2,500,000 shares of common stock to a
founder for cash of $3,000 cash and a subscription receivable of $2,000 ($0.002
per share). The subscription receivable was paid in January 2006.
 
 During
the year ended December 31, 2006 the Company sold a total of 113,125 shares of
common stock to 31 investors for cash of $45,250 ($0.40 per share) and paid
$10,000 of offering costs.
  (B) Common stock issued for
services
 
 In
December 2005, the Company issued to its founder 12,000,000 shares of common
stock valued at $24,000 the most recent cash offering price of ($.002 per share)
for services. The value of the stock compensation is being recognized on the
life of the employment agreement of two years.  As
of  December 31, 2007, 2006, and the period September 21, 2005
(Inception) to December 31, 2007 the Company recognized $12,000, $12,000 and
$24,000, respectively of stock compensation costs..
 
 During
the year ended December 31, 2006, the Company issued 20,000 sharers of common
stock valued at $8,000  the most recent cash offering price ($.40 per
share) for legal services related to the Company’s private placement . In
addition the Company agreed to pay an additional $10,000 recorded as an accounts
payable at December 31, 2007 for legal services related to the Company’s private
placement. The fair value of the stock and the payable of $10,000 was treated as
a placement cost and recorded as a reduction of additional paid-in
capital.
 
 During
the year ended December 31, 2006, the Company issued 20,000 sharers of common
stock valued at $8,000 the most recent cash offering price ($.40 per
share) for website development services.
 
 In
January 2007, the Company entered an agreement with a consultant for financial
services. The Company agreed to sell the Consultant 50,000 shares of common
stock at a price of $.001 per share. The Company recorded an expense of $19,950,
the difference between the fair value on the date of grant and the sales
price ($.40 per share).
 
 In
January 2007, the Company issued 30,000 shares of common stock valued at $12,000
($.40 per share) based on the most recent cash offering price for web-site
development services. The term of the agreement of for one year. The Company is
amortizing the value over the term of the agreement. During the year ended
December 31, 2007, the Company recorded amortization expense of
$12,000.
 6
 
  LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF MARCH 31, 2008
 (UNAUDITED)
 
 (C) Capital
Contribution
 
 During
the year ended December 31, 2006, the Company’s president made a capital
contribution to the Company of $4,000.
 
 In
January 2007 the Company’s president made a capital contribution to the Company
of $1,500.
 
 NOTE4  RELATED
PARTY TRANSACTIONS
 
 During
the year ended December 31, 2006, the Company’s president made a capital
contribution to the Company of $4,000.
 
 During
the year ended December 31, 2007, the Company’s president made a capital
contribution to the Company of $1,500.
  NOTE5   GOING
CONCERN
 
 As
reflected in the accompanying financial statements, the Company used cash in
operations of $7,795 and had a net loss of $18,692 for the three months ended
March 31, 2008.  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.


7




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.





Plan of
Operation





Our plan
of operations for the next 12 months is designed to have LeagueNow grow its
market share amongst the existing application service providers offering
web-based services for the online video gaming industry.
Currently,  ‘www.LeagueNow.com’offers
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. While the four (4) leagues are fully operational they need to be
updated for 2008 and on an annual basis to reflect the roster changes of the
corresponding sports teams. In addition, the current plan of operations calls
for the following:


1. Adoption of Web 2.0
technologies:





This
technology will enable the user community to generate revenues for themselves by
using the website at‘www.LeagueNow.com’.
The essence of Web 2.0 is that the users of the site are the ones that generate
the content. Web 2.0 has been characterized as a technology that enables web
based business to rely on active user communities to implement revenue models
related to active user communities. It is the information supported by the
content that motivates people to join the community.  As the members
of the user community grow, so does the content of the web site. The main
characteristic of sites that rely on Web 2.0 technologies is that their growth
is fueled by:





·
            The
      site is mainly data/information driven and thereby the value of the site
      is not created by the application but rather by the data deposited at the
      site.·
            The
      data/information on the site is created by the users that visit the
      site.





·
            The
      data created at the site is unique and usually it is very hard to
      duplicate the source of the data.·
            The
      access to the site is facilitated so that all Internet users can use it,
      thereby this section of our site will be available at no cost to the
      registered member.





Some
examples of businesses that rely on Web 2.0 technologies are:





·
            Digg(www.digg.com):  Digg is all about
      user powered content. Everything is submitted and voted on by the Digg
      community.  At Digg.com you can share, discover, bookmark, and
      promote stuff that's important to you. Digg’s revenue model is based on
      sales of banner ads.·
            Blogoshpere(www.blogosphere.com):  A site
      with content mainly created by bloggers.  Their revenue model
      relies on Google Adsense and some banner
ads.





·
            eBay
      (www.ebay.com): Known by just
      everyone on Earth. eBay currently charges 5.25% commission on successful
      auctions.





·
            Second
      Life (www.secondlife.com): Second
      Life is a 3-D virtual world entirely built and owned by its residents.
      Since opening to the public in 2003, it has grown explosively and today is
      inhabited by an estimated total of 7,170,119 people from around the globe.
      Second life is perhaps one of the best representations of effective usage
      of the current Web 2.0 technologies.  Users of the site can
      generate revenues for themselves by selling the objects they create at the
      site.





The
personnel included in the staffing plan shown on this document will be
responsible for planning, designing, maintaining, improving, and implementing
the new functionality required to take the site to the next level. We expect to
implement the initial phase Use of Web 2.0 technology to significantly improve
the content available at the site within fifteen weeks of additional funding at
a cost of $15,000. Additionally we intend to complete programming for the Web
2.0 technologies which will enable users to generate revenues for themselves
within 12 months from funding at an estimated budget of $150,000.





2.Enable
the user community to easily create more content at the site:As
stated earlier, the content of‘www.LeagueNow.com’will
be enriched by its user community.  Therefore, LeagueNow will put a
major emphasis in making available to the user community tools and features that
will facilitate or motivate the process of generating additional content
residing on‘www.LeagueNow.com’.  Additional
tools or features will be developed and implemented by the staff to be retained
as indicated in this document at an estimated cost of $75,000 and will be
completed 180 days from receipt of funding.






8




3.
Development of additional site administration automated facilities such
as:




·
            Easy
      upload of content: text, graphics, and video. A series of bottoms,
      drop-down menus, or drop-down lists will be presented to the user to ease
      the selection of connectivity options and input of required
      text.·
            Restricted
      download capability of content with initial support of document types
      restricted to text. A series of bottoms, drop-down menus, or drop-down
      lists will be presented to the user to ease the selection of connectivity
      options and input of required text.





·
            The
      upload and download facilities will be restricted to registered and
      verified members of the ‘www.LeagueNow.com’user
      community.




We intend
to fully automate near real time capturing of game results including fully
updated game statistics. Programming for the above objectives is estimated to
take 9 months from funding at an estimated cost of $200,000 and will include the
following features:




·
            Enable
      upload and storage of video clips by users·
            Addition
      of all college basketball, baseball, and football games for league
      play





·
            Standardize
      all code of the site to PHP (Estimated 800 hours to
    complete)·
            Adoption
      of performance oriented database engine and optimize SQL
      queries




4.Introduction
of additional features that will provide full automated capturing of the game
results and statistics:Currently, the users of ‘www.LeagueNow.com’
must enter manually the results of statistics of the games
played.  One of the major shortcomings of this approach is that
community members do not capture the full set of statistics generated during the
development of the game.  League Now will add a premium feature
that will allow users to automatically capture game statistics.  The
statistics automatically captured, contrary to those inputted manually, are
comprehensive and complete.





To
implement this highly desired feature, League Now will develop a user
interface, in this case a ‘web browser’like interface that will capture the
statistics real time during the development of a game. The statistics will be
available for users to view them right after the game is over.  The
complete set of statistics of each game played will be used to update the ‘www.LeagueNow.com’databases.





We
anticipate that developing full support of main Internet Browsers (Internet
Explorer, Firefox) along with the software tools to maintain the site and
database records will cost approximately $10,000.00 and six months to complete
from receipt of additional funding.





5.
Significant improvement of the graphical user interface and the use of graphics
animation:Until now, and with the
exception of the LeagueNow.com home page, all pages have static
graphics.  The graphical user interfaces to be added or enhanced will
include graphical animations. In order to enhance usage of graphics including
total graphics redesign we will need a budget of approximately $45,000 and six
months from available funding to complete this objective.





6.
Provide instant messaging features for the user community:  This
facility will be made available to the user community only.  In other
words, only registered members will be able to use.





The site
along with the custom application components will continue to be completely
scalable so that further development can be accomplished without causing
incompatibility issues.  The plan of operations also contemplates the
migration of the website from a shared infrastructure to a dedicated
one.  The estimated amount of hours to complete the migration is
between 48 to 60 hours.  The tasks associated with the migration will
be completed by the engineers included in the staffing plan included in this
document.





The final
configuration of the infrastructure to be used will be adjusted according to the
growth of the traffic on the site.




The
personnel included in the staffing plan shown on this document will be
responsible for planning, designing, maintaining, improving, and implementing
the new functionality required to take the site to the next level.





Marketing and Search Engine
Optimization (SEO).





Search
engine optimization is the process of improving the volume and quality of
traffic to a web
site from search engines search
results. Usually, the earlier a site is presented in the search results
the more searchers will visit that site. As a marketingstrategy
for increasing a site's relevance, SEO considers how search algorithmswork and
what people search for. SEO efforts will involve a site's coding, presentation,
and structure, as well as efforts that include adding unique contentto our site,
ensuring that content is easily indexed by search engine robots, and making the
site more appealing to users.






9





●
            Partnership
      with marketing companies to increase the sale of banner space at the
      site.●
            Create
      sales relationship with game developers such as EA, Ubisoft, and the
      like.


●
            e-Mail
      Marketing Campaigns. The marketing personnel included in the staffing plan
      shown on this document will be responsible for planning, designing, and
      implementing this objective.●
            Redesign
      for site look-and-feel and Branding. The personnel, in particular the
      marketing one, included in the staffing plan shown on this document will
      be responsible for planning, designing, and implementing this
      objective.




The personnel included in the staffing
plan shown below will be responsible for planning, designing, and implementing
the above state dobjectives and carry out optimization project services in-house
at an estimated cost of $70,000 during the 12 months of operations following
adequate funding.





Human
Resources





The staff
levels and budget of $918,500 outlined below are projected to be adequate for
all the programming, maintenance, and operations of the business for the 12
months following funding. We currently estimate that we will need the following
dedicated staff to complete the objectives by the set times described within
this management discussion and analysis.





·
            Web
      2.0 programmer
            
            $
            50,000·
            Web
      2.0 programmer
            
            $
            50,000·
            Web
      2.0 lead programmer
            
            $
            65,000·
            Database
      software programmer
            
            $
            90,000·
            Software
      programmer
            
            $
            75,000·
            Software
      programmer (SQL)
            
            $
            90,000·
            Lead
      software programmer (PHP)
            
            $
            125,000·
            Search
      Engine Marketing Professional
            
            $
            70,000·
            Marketing
            
            $
            70,000·
            Chief
      Financial
      Officer
            
            $
            150,000·
            Recruiting
      costs
            
            $
            83,500$
            918,500





Hardware & Software
Infrastructure




The site
currently runs on a shared environment using a front-end and back-end server
setup.  The planned increase in the number of users, daily page views,
bandwidth utilization required to store the additional content, will require
improvements on each of the following infrastructure areas:





All
servers, front and back-end will be fully dedicated to the site


·
            The
      front-end servers will be configured on a High Availability (HA) mode
      using dedicated Load Balancer(s) to optimally distribute the load on the
      servers so that optimal response time is achieved.·
            The
      back-end servers will host the relational database engine(s) required for
      optimal data retrieval.  The back-end servers will also be
      configured on a High Availability mode to ensure that site related
      information will always be available to the
  users.





·
            SAN
      total allocated space to be increased in accordance to the amount of
      content to be stored.





The
estimated cost for the hardware equipment, servers and application software, of
the initial topology is $132,676 as included in the table below.  This
configuration includes a front-end server, a back-end server, and software
support maintenance for one year.  We believe this configuration as an
improved infrastructure that can be scaled up as required by the growth in
users.




LeagueNowHardware
      and Software LicensesPriceQty
            
            
            Unit
      Price
            
            
            Extended
              PriceFront-end
      Server – 12 Gb – 2 Cores – 36 Month Support
            
            
            1
            
            
            $
            64,844
            
            
            $
            64,844Back-end
      Server – 16 Gb – 2 Cores – 36 Month Support
            
            
            1
            
            
            $
            45,132
            
            
            $
            45,132Quad
      NIC’s + Gog E Card
            
            
            1
            
            
            $
            3,914
            
            
            $
            3,914Oracle
      Database Standard Edition
            
            
            1
            
            
            $
            15,398
            
            
            $
            15,398Software
      Update License & Support 24x7 – 1 Year
            
            
            1
            
            
            $
            3,388
            
            
            $
            3,388Total
            
            
            
            
            
            
            
            
            
            $
            132,676






10




Infrastructure – IT
Services


The
estimated costs to maintain the infrastructure is $164,851 as included in the
table below.  It is important to note that theses estimated costs are
based on charges by a data center service provider. At this time we have not
entered into any agreements or negotiations with a data center service
provider.





LeagueNowCollocation,
      Managed Services, IT Professional Services, and L1/L2
    SupportPriceQty
            
            
            NRC
              Unit
            
            
            NRC
              Total
            
            
            MRC
              Unit
            
            
            MRC
              Total
            
            
            Total
              Annual
              Price24”
      Width x 36” Depth, 42U Height, Secure Cabinet Provided by USA
              Data
      Center, including 2x110V/20A per cabinet and 8’ Public IP’s
      per
              Cabinet
      and one port to the Internet (redundancy available at extra
      cost)
            
            
            0.5
            
            
            $
            765
            
            
            $
            383
            
            
            $
            115
            
            
            $
            58
            
            
            $
            69120
      AMP Circuit @ 208V
            
            
            2
            
            
            $
            415
            
            
            $
            830
            
            
            $
            435
            
            
            $
            870
            
            
            $
            10,440Internet
      Bandwidth – On demand burstable up to 100 Mbps – Price per 1
              Mbps
      per Month - Premium
            
            
            4
            
            
            $
            0
            
            
            $
            0
            
            
            $
            90
            
            
            $
            360
            
            
            $
            4,320Managed
      Services – Front-end Servers
            
            
            1
            
            
            $
            800
            
            
            $
            800
            
            
            $
            550
            
            
            $
            550
            
            
            $
            6,600Managed
      Services – Back-end Servers
            
            
            1
            
            
            $
            1,200
            
            
            $
            1,200
            
            
            $
            750
            
            
            $
            750
            
            
            $
            9,000Installation
      & Setup – IT Professional Services
            
            
            1
            
            
            $
            13,230
            
            
            $
            13,230
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0Storage
      on Demand, Medium Grade, Price per Gigabyte
            
            
            1000
            
            
            $
            2,000
            
            
            $
            2,000
            
            
            $
            3.00
            
            
            $
            3,000
            
            
            $
            36,000Backup
      Service – Oracle Database + OS Files – Amount in G bytes
            
            
            1000
            
            
            $
            0
            
            
            $
            0
            
            
            $
            1.65
            
            
            $
            1,650
            
            
            $
            19,800Operational
      Support – L1 & L2 Support – OS - Oracle
            
            
            1
            
            
            $
            0
            
            
            $
            0
            
            
            $
            6,500
            
            
            $
            6,500
            
            
            $
            78,000Total
      Services
            
            
            
            
            
            
            
            
            
            $
            18,443
            
            
            
            
            
            
            $
            13,738
            
            
            $
            164,851





Completion
of our plan of operations is 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 anticipate that our operational as well as general and administrative
expenses for the next 12 months will total approximately $1,378,027.  The
breakdown is as follows:




Staffing
      of Website Development
            
            $
            918,500Legal/Accounting
            
            $
            17,000Advertising
      & Marketing Expense
            
            $
            25,000Infrastructure
      and Information Technology
      Services
            
            $
            164,851Computer
      Hardware and Software
            
            $
            132,676General/Administrative
            
            $
            120,000Total
            
            $
            1,378,027




We expect
to increase the number of employees as identified above and by hiring two full
time administrative employees once we have successfully completed our financing.
We have not identified such employees nor had any discussions with potential
candidates. Depending on business we may sub-contract with outsourced service
entities to undertake certain activities on our behalf. At this time we have not
entered into any agreements or negotiations with any service or staffing
entities to undertake any activities on our behalf.







11




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 financings may vary significantly depending upon
the exact amount of funds raised and status of our business plan.  In
the event we are not successful in obtaining additional financing to support the
continued operation of our business we would then not be able to proceed with
our business plan for the development and marketing of our core products and
services.





Should
this occur, depending on market conditions and our plan of operations, we could
incur operating losses in the foreseeable future. We base this expectation, in
part, on the fact that we may not be able to generate enough gross profit from
our advertising to cover our operating expenses.




Results of
Operations




For the
period from inception through March 31, 2008, we had $165 in revenue. Expenses
for the quarter ended March 31, 2008 totaled $18,692 resulting in a loss of
$18,692. Expenses of $18,692 for the quarter ended consisted of $940 for general
and administrative expenses, $0 for consulting fees, $3,000 for salary to a
related party, $14,522 for professional fee, $230 payroll tax
expense.




Capital Resources and
Liquidity




As of
March 31, 2008 we had $7,017 in cash.




As
reflected in the accompanying financial statements, we used cash in operations
of $7,795 and had a net loss of $18,692 for the three months ended
March 31, 2008.  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. Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for us to continue as a
going concern.
 
 In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our business plan
for the development and marketing of our core services. Should this occur, we
would likely seek 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.




We
believe we can satisfy our cash requirements for the next twelve months with our
current cash and expected revenues. However, completion of our plan of operation
is subject to attaining adequate revenue. We cannot assure investors that
adequate revenues will be generated. In the absence of our projected revenues,
we may be unable to proceed with our plan of operations. Even without adequate
revenues within the next twelve months, we still anticipate being able to
continue with our present activities, but we may require financing to
potentially achieve our profit, revenue, and growth goals.




We
anticipate that our operational, and general & administrative expenses for
the next 12 months will total approximately $1,378,027. 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. 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.




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 if 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 consolidated results of
operations, financial position or liquidity for the periods presented in this
report.
   12
   Recent
Accounting Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007.  The adoption of this statement is not expected to
have a material effect on the Company's financial statements.
 
 In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.   This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value
Measurements”.  The adoption of this statement is not expected
to have a material effect on the Company's financial statements.
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51”.  This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the non-controlling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent
remains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained non-controlling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the non-controlling
owners.  SFAS No. 160 affects those entities that have an outstanding
non –controlling interest in one or more subsidiaries or that deconsolidate a
subsidiary.  SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  Early adoption is prohibited.  The adoption of this
statement is not expected to have a material effect on the Company’s financial
statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.


Item
3. Quantitative and Qualitative Disclosures About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.





Item
4.  Controls and Procedures





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
Accounting Officer (“CAO”) (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) und er the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO 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
CAO, as appropriate, to allow timely decisions regarding required
disclosure.




13






Management’s Report on Internal
Controls over Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
March 31, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of the controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control–Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, management concluded that the company’s internal control
over financial reporting was effective as of March 31, 2008.





This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.











14




















PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.




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. Submission of Matters to a Vote of Security Holders.




None.




Item
5. Other Information.




None




Item
6. Exhibits and Reports of Form 8-K.




(a)           Exhibits




31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002




32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002




(b)           Reports
of Form 8-K




None.








15









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:
      May 15, 2008
            By:
            /s/
      James PregiatoJames
      PregiatoPresident,
      Chief Executive Officer, Secretary, Treasurer and Director






16