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 September 30, 2009





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, Florida33066


(Address
of Principal Executive Offices)


_______________





(954)
366-5079


(Issuer
Telephone number)


_______________





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





Indicate
by check 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






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 
No x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of November 13, 2009:  4,288,879 shares of Common
Stock.














LEAGUE
NOW HOLDINGS CORPORATION





FORM
10-Q


September
30, 2009


INDEX





PART
I-- FINANCIAL INFORMATION





Item
      1.
            Financial
      Statements
            1Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition
            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.
            Submission
      of Matters to a Vote of Security Holders
            10Item
      5.
            Other
      Information
            10Item
      6.
            Exhibits
            10





SIGNATURE










Item
1. Financial Information




LEAGUE
      NOW HOLDINGS CORPORATIONCONDENSED
      BALANCE SHEETSASSETSSeptember
      30,2009

                (Unaudited)
            
            
            December 31,

                2008CURRENT
      ASSETSCash
            
            $
            -
            
            
            $
            3,789TOTAL ASSETS
            
            $
            -
            
            
            $
            3,789LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
            
            $
            107,175
            
            
            $
            65,947Accrued
      payroll
            
            
            31,750
            
            
            
            22,750Accrued
      payroll taxes
            
            
            3,672
            
            
            
            2,984Note
      payable
            
            
            1,627
            
            
            
            -TOTAL
      IABILITIES
            
            
            144,224
            
            
            
            91,681COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      EQUITY 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,  4,288,879 and 4,288,879 shares issued and
      outstanding, respectively
            
            
            429
            
            
            
            429Additional
      paid in capital
            
            
            121,321
            
            
            
            121,321Accumulated
      deficit
            
            
            (265,974
            )
            
            
            (209,642
            )Total
      Stockholders’ Deficiency
            
            
            (144,224
            )
            
            
            (87,892
            )TOTAL LIABILITIES AND STOCKHOLDERS’
      DEFICIENCY
            
            $
            -
            
            
            $
            3,789






See
accompanying notes to condensed unaudited financial statements
 1





LEAGUE
      NOW HOLDINGS CORPORATIONCONDENSED STATEMENTS OF
      OPERATIONS(Unaudited)For
      the Three Months Ended September 30,
            
            
            For
      the Nine Months Ended September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008REVENUEService
      revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            --
            
            
            
            -
            
            
            
            -
            
            
            
            -OPERATING
      EXPENSESSalary
      - related party
            
            
            3,000
            
            
            
            3,000
            
            
            
            9,000
            
            
            
            9,000Professional
      fees
            
            
            3,509
            
            
            
            4,177
            
            
            
            14,539
            
            
            
            24,295Transfer
      agent fees
            
            
            800
            
            
            
            -
            
            
            
            2,015
            
            
            
            -Consulting
      fees
            
            
            -
            
            
            
            15,000
            
            
            
            30,000
            
            
            
            15,000Payroll
      tax expense
            
            
            -
            
            
            
            229
            
            
            
            688
            
            
            
            688General
      and administrative
            
            
            6
            
            
            
            -
            
            
            
            90
            
            
            
            940Total
      Operating Expenses
            
            
            7,315
            
            
            
            22,406
            
            
            
            56,332
            
            
            
            49,923LOSS
      BEFORE PROVISION FOR INCOME TAXES
            
            
            (7,315
            )
            
            
            (22,406
            )
            
            
            (56,332
            )
            
            
            (49,923
            )Provision
      for Income Taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            (7,315
            )
            
            $
            (22,406
            )
            
            $
            (56,332
            )
            
            $
            (49,923
            )Net
      loss per share - basic and diluted
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Weighted
      average number of shares outstanding during the period - basic and
      diluted
            
            
            4,288,879
            
            
            
            4,288,879
            
            
            
            4,288,879
            
            
            
            4,288,879







See
accompanying notes to condensed unaudited financial statements
 2





LEAGUE NOW HOLDINGS CORPORATIONCONDENSED STATEMENTS OF CASH
      FLOWS(Unaudited)For
      the Nine Months Ended September 30,2009
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (56,332
            )
            
            $
            (49,923
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in operating assets and liabilities:Accrued
      payroll
            
            
            9,000
            
            
            
            9,000Accrued
      payroll taxes
            
            
            688
            
            
            
            688Accounts
      payable
            
            
            41,228
            
            
            
            29,210Net
      Cash Used In Operating Activities
            
            
            (5,416
            )
            
            
            (11,025
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from note payable
            
            
            1,627
            
            
            
            -Net
      Cash from financing activities
            
            
            1,627
            
            
            
            -NET
      INCREASE IN CASH
            
            
            (3,789
            )
            
            
            (11,025
            )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            3,789
            
            
            
            14,812CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            -
            
            
            $
            3,787Supplemental
      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 SEPTEMBER 30, 2009
 (UNAUDITED)
 
 NOTE
1            
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 (A)
Basis of Presentation
 
 The
accompanying unaudited 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 three and nine months ended September 30, 2009 are not necessarily
indicative of results that may be expected for the year ending December 31,
2009. 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 operated 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
wass 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 September 30, 2009 and 2008, there were no common share equivalents
outstanding.
 
 (F)
Business Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 4
   (G)
Recent Accounting Pronouncements
 
 In June
2009, the FASB issued ASC 860 “Transfers and Servicing” which improves the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial assets. ASC 860 is effective as of the beginning of
each reporting entity’s first annual reporting period that begins after November
15, 2009, for interim periods within that first annual reporting period and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of ASC 860 will have on its financial
statements.
 
 In June
2009, the FASB issued ASC 810 which improves financial reporting by enterprises
involved with variable interest entities. ASC 810 is effective as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of ASC 810 will have on its financial
statements.
 
 In June
2009, the FASB issued ASC No. 105 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. ASC 105 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in ASC 105. All other accounting literature not included
in the Codification is nonauthoritative. The Company is evaluating the impact
the adoption of ASC 105 will have on its financial statements.
 
 (H)
Financial Instruments
 
 The
carrying amounts reported in the balance sheet for the accounts payable and
accrued expenses approximate fair value based on the short term maturity of
these instruments.
 
 (I)
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 September 30, 2009 and December 31, 2008, the
Company’s President was owed accrued salary of $31,750 and $22,750,
respectively.
 
 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 six months
ended June 30, 2009, the Company recorded consulting fees of
$30,000.  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.
  5
 
 (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 August
1, 2009 the Company borrowed $1,627 from the officer of the company. The note is
non-interesting bearing and is due in one year.
  NOTE
5            
STOCKHOLDERS EQUITY
 
 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.
 
 NOTE
6             GOING
CONCERN
 
 As
reflected in the accompanying condensed financial statements, the Company used
cash in operations of $1,627 and had a net loss of $56,332 for the nine months
ended September 30, 2009 in addition, the Company had a working capital
deficiency of $144,224 and a stockholders deficiency of $144,224. 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.
 
 NOTE
7             
SUBSEQUENT EVENT
 
 On
October 30, 2009 the Company borrowed $1,210 from the officer of the company.
The note is non-interesting bearing  and is due in one
year.
 On June
24, 2009, League Now Holdings Corporation (“we” or the “Company”) entered into a
binding letter of intent (the “Letter of Intent”) with Merit Times International
Limited, a British Virgin Islands corporation (“Merit Times”). Pursuant to the
Letter of Intent, Merit Times and the Company were to commence the negotiation
and preparation of a definitive share purchase agreement (the “Definitive
Agreement”) whereby the Company, Merit Times and the shareholders of Merit Times
will complete a share exchange transaction (the “Transaction”) on or before
December 31, 2009, subject to certain conditions precedent to the closing of the
Transaction. Pursuant to the Letter of Intent, Merit Times was to become a
wholly-owned subsidiary of the Company.
 
 On
November 3, 2009 the Company entered into a Termination Agreement with Merit
Times releasing the parties of any rights or obligations under or with respect
to the letter of intent.
 
 The
Company evaluated subsequent events through November 10, 2009, the date the
condensed financial statements were issued and concluded there were no
additional material subsequent events other than those
disclosed.


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
business plan has been to have LeagueNow grow its market share amongst the
existing application service providers offering web-based services for the
online video gaming industry.  This plan has been and continues to be
subject to attaining additional financing. We have not been able to attain
adequate financing to pursue our plan of operations and 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.
In order to implement our business plan, we anticipate that our operational as
well as general and administrative expenses for the next 12 months will total
approximately $1,378,027.





We can
not satisfy our cash requirements for the next twelve months with our current
cash. If we are unable to satisfy our cash requirements we may be unable to
proceed with our plan of operations. 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. In
the event we are not successful in reaching our 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
will suspend or cease operations.





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 have
not been able to raise additional funds through either debt or equity offerings.
Without this additional cash we have been unable to pursue our plan of
operations and commence generating revenue. 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 have entered into preliminary discussions
with a potential merger candidate.  To date no agreement has been
entered into regarding such potential merger.





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 September 30, 2009, we recorded consulting fees of $0. 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 1,000,000 shares of our common
stock.





On June
24, 2009, League Now Holdings Corporation (“we” or the “Company”) entered into a
binding letter of intent (the “Letter of Intent”) with Merit Times International
Limited, a British Virgin Islands corporation (“Merit
Times”).  Pursuant to the Letter of Intent, Merit Times and the
Company was to commence the negotiation and preparation of a definitive share
purchase agreement (the “Definitive Agreement”) whereby the Company, Merit Times
and the shareholders of Merit Times will complete a share exchange transaction
(the “Transaction”) on or before December 31, 2009, subject to certain
conditions precedent to the closing of the Transaction.  Pursuant to
the Letter of Intent, Merit Times was to  become a wholly-owned
subsidiary of the Company.
 
 On
November 3, 2009 the Company entered into a Termination Agreement with Merit
Times releasing the parties of any rights or obligations under or with respect
to the letter of intent





7





Results of
Operations





For the
three months ended September 30, 2009, we had $0 in revenue. Expenses for
the three months ended September 30, 2009 totaled $7,315 resulting in a
loss of $7,315. Expenses of $7,315 for the three months ended September 30, 2009
consisted of $6 for general and administrative expenses, $0 for consulting fees,
$3,000 for salary to a related party, $3,509 for professional fees
and  $800 for transfer agent fees.





For the
three months ended September 30, 2008, we had $0 in revenue. Expenses for
the three months ended September 30, 2008 totaled $22,406 resulting in a loss of
$22,406. Expenses of $22,406 for the three months ended September 30, 2008
consisted of $3,000 for salary to a related party, $4,177 for professional fee,
$15,000 for consulting fees and $229 payroll tax expense.





For the
nine months ended September 30, 2009, we had $0 in revenue. Expenses for
the nine months ended September 30, 2009 totaled $56,332 resulting in a
loss of $56,332. Expenses of $56,332 for the nine months ended September 30,
2009 consisted of $90 for general and administrative expenses, $30,000 for
consulting fees, $9,000 for salary to a related party, $14,539 for professional
fee, $2,015 for transfer agent fees and $688 payroll tax expense.





For the
nine months ended September 30, 2008, we had $0 in revenue. Expenses for
the nine months ended September 30, 2008 totaled $49,923 resulting in a loss of
$49,923. Expenses of $49,923 for the nine months ended September 30, 2008
consisted of $940 for general and administrative expenses, $9,000 for salary to
a related party, $24,295 for professional fee, $15,000 for consulting fees and
$688 payroll tax expense.





Capital
Resources and Liquidity





As of
September 30, 2009 we had $0 in cash.





As
reflected in the accompanying financial statements, we used cash in operations
of $5,416 and had a net loss of $56,332 for the nine months ended September 30,
2009. 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. Current actions are presently
being taken to obtain additional funding and implement its strategic plans
provide the opportunity for us 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 can not 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 unable to proceed with our
plan of operations.





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 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.





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.





8





Recent
Accounting Pronouncements





In June
2009, the FASB issued ASC 860 “Transfers and Servicing” which improves the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial assets. ASC 860 is effective as of the beginning of
each reporting entity’s first annual reporting period that begins after November
15, 2009, for interim periods within that first annual reporting period and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of ASC 860 will have on its financial
statements.




In June
2009, the FASB issued ASC 810 which improves financial reporting by enterprises
involved with variable interest entities. ASC 810 is effective as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of ASC 810 will have on its financial
statements.




In June
2009, the FASB issued ASC No. 105 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. ASC 105 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in ASC 105. All other accounting literature not included
in the Codification is nonauthoritative. The Company is evaluating the impact
the adoption of ASC 105 will have on its financial statements.




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.





PART
II - OTHER INFORMATION


9




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. Submission of Matters to a Vote of Security Holders.





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:
      November 16, 2009
            By:
            /s/ James
      PregiatoJames
      Pregiato
              Chairman
      of the Board of Directors,
              Chief
      Executive Officer,
              Chief
      Financial Officer,
              Controller,
      Principal Accounting Officer