UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________




FORM
10-Q


_______________




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended June 30, 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 x Noo




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 July 30, 2008:  25,733,125 shares of common stock.

















League
Now Holdings Corporation





FORM
10-Q




June
30, 2008




INDEX




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
      4T.
            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 CORPORATIONBALANCE
      SHEETSASSETSJune
      30,
              
              
              December
      31,2008
              
              
              2007CURRENT
      ASSETS
              
              (Unaudited)Cash
              
              $
              4,187
              
              
              $
              14,812TOTAL
      ASSETS
              
              $
              4,187
              
              
              $
              14,812LIABILITIES AND
      STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
              
              $
              27,288
              
              
              $
              16,855Accrued
      payroll
              
              
              16,750
              
              
              
              10,750Accrued
      payroll taxes
              
              
              2,525
              
              
              
              2,066TOTAL
      LIABILITIES
              
              
              46,563
              
              
              
              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
              
              
              (164,126
              )
              
              
              (136,609
              )Total
      Stockholders’ Deficiency
              
              
              (42,376
              )
              
              
              (14,859
              )TOTAL LIABILITIES AND
      STOCKHOLDERS’ DEFICIENCY
              
              $
              4,187
              
              
              $
              14,812




See accompanying notes to
financial statement.
   1
  LEAGUE NOW HOLDINGS CORPORATIONSTATEMENTS OF
      OPERATIONS(Unaudited)For
      the Three Months
                  Ended
      June 30,
                
                
                For
      the Six Months
                  Ended
      June 30,2008
                
                
                2007
                
                
                2008
                
                
                2007REVENUEService
      revenue
                
                $
                -
                
                
                $
                98
                
                
                $
                -
                
                
                $
                263-
                
                
                
                98
                
                
                
                -
                
                
                
                263OPERATING
      EXPENSESSalary
      - related party
                
                
                3,000
                
                
                
                6,000
                
                
                
                6,000
                
                
                
                12,000Professional
      fees
                
                
                5,596
                
                
                
                6,855
                
                
                
                20,118
                
                
                
                26,805Payroll
      tax expense
                
                
                229
                
                
                
                -
                
                
                
                459
                
                
                
                -Web-site
      development
                
                
                -
                
                
                
                10,500
                
                
                
                -
                
                
                
                21,000General
      and administrative
                
                
                -
                
                
                
                -
                
                
                
                940
                
                
                
                -Total
      Operating Expenses
                
                
                8,825
                
                
                
                23,355
                
                
                
                27,517
                
                
                
                59,805LOSS
      BEFORE PROVISION FOR INCOME TAXES
                
                
                (8,825
                )
                
                
                (23,257
                )
                
                
                (27,517
                )
                
                
                (59,542
                )Provision
      for Income Taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (8,825
                )
                
                $
                (23,257
                )
                
                $
                (27,517
                )
                
                $
                (59,542
                )Net
      loss per share - basic and diluted
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Weighted
      average number of shares outstanding during the period - basic and
      diluted
                
                
                25,733,125
                
                
                
                25,733,125
                
                
                
                25,733,125
                
                
                
                25,430,625
  See accompanying notes to
financial statement.
  2
 
  LEAGUE
      NOW HOLDINGS CORPORATIONSTATEMENTS OF CASH
      FLOWS(Unaudited)For
      the Six Months Ended June 30,2008
                  
                  
                  2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (27,517
                  )
                  
                  $
                  (59,542
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Common
      stock issued for services
                  
                  
                  -
                  
                  
                  
                  33,450Changes
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  -
                  
                  
                  
                  410Accrued
      payroll
                  
                  
                  6,000
                  
                  
                  
                  1,450Accrued
      payroll taxes
                  
                  
                  459
                  
                  
                  
                  -Deferred
      revenue
                  
                  
                  -
                  
                  
                  
                  (117
                  )Accounts
      payable
                  
                  
                  10,433
                  
                  
                  
                  14,355Net
      Cash Used In Operating Activities
                  
                  
                  (10,625
                  )
                  
                  
                  (9,994
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from excerise of stock options
                  
                  
                  -
                  
                  
                  
                  2,000Net
      Cash Provided By Financing Activities
                  
                  
                  -
                  
                  
                  
                  2,000NET
      DECREASE IN CASH
                  
                  
                  (10,625
                  )
                  
                  
                  (7,994
                  )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                  
                  
                  14,812
                  
                  
                  
                  25,305CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                  
                  $
                  4,187
                  
                  
                  $
                  17,311Supplemental
      disclosure of non cash investing & financing
    activities:Cash
      paid for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid for interest expense
                  
                  $
                  -
                  
                  
                  $
                  -Sale
      of common stock for subscription receivable
                  
                  $
                  -
                  
                  
                  $
                  50
 See accompanying notes to
financial statement.
  3
 LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JUNE 30, 2008
 (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 six months ended June 30, 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.
 
 (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.
   4
 LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JUNE 30, 2008
 (UNAUDITED)
 (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 June 30, 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.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
  5
 
 LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JUNE 30, 2008
 (UNAUDITED)
  (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.
  NOTE 2     
EMPLOYMENT AGREEMENT
  On
October 1, 2005 the Company entered into an employment agreement with its
President.  The President is to be paid $12,000 per annum for a
period of two years and receive 12,000,000 shares of common stock valued at
$24,000, ($.002 per share) on the date of issuance. The Agreement
automatically extends for additional terms of successive one-year periods unless
the company or the executive gives written notice to the other of the
termination at least 30 days prior to the expiration of the one-year
period.  At June 30, 2008 the Company’s President was owed
accrued salary of $16,750.
  NOTE
3      GOING CONCERN
  As
reflected in the accompanying financial statements, the Company used cash in
operations of $10,625 and had a net loss of $27,517 for the six months ended
June 30, 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.
  NOTE
4      SUBSEQUENT EVENT
  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.
 
 Additionally
the Company has agreed to the following:
 
 (i)  Placement
      Agent Fees: A fee equal to ten percent (10%) of the total amount
      of capital raised and cashless warrants equal to ten percent (10%) of the
      total amount of capital raised, subject to the exercise price
      of  one hundred and twenty-five percent (125%) private
      placement.
 (ii)
      For
      Debt Financings: A fee equal to five percent (5%). If debt
      financing is in the form of a line of credit or other form of debt that is
      not funded in full at the closing, then the entire available loan amount
      shall be considered the total consideration against which our fees will be
      calculated.
 (iii)
      For
      any merger or acquisition: An amount equal to ten percent (10%) of
      the total consideration or value paid, payable in the same form as
      received by the Shareholders of the target or the
  Company.(iv)
      For
      a strategic alliance or customer: An amount equal to ten percent
      (10%) of the annual value of the alliance or single
      transaction.


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.





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 morecontent
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.






7




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.
Provideinstant
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.






8





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.




●
              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.






9





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 June 30, 2008, we had $0 in revenue. Expenses for
the three months ended June 30, 2008 totaled $8,825 resulting in a loss of
$8,825. Expenses of $8,825 for the quarter ended consisted of $0 for general and
administrative expenses, $0 for consulting fees, $3,000 for salary to a related
party, $5,596 for professional fee, $229 payroll tax expense.
  Expenses
for the six months ended June 30, 2008 totaled $27,517 resulting in a loss of
$27,517. Expenses of $27,517 for the quarter ended consisted of $940 for general
and administrative expenses, $0 for consulting fees, $6,000 for salary to a
related party, $20,118 for professional fee, $459 payroll tax
expense.


Capital Resources and
Liquidity




As of
June 30, 2008 we had $4,187 in cash.




As
reflected in the accompanying financial statements, we used cash in operations
of $10,625 and had a net loss of $27,517 for the six months ended June 30,
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 cannot 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.




As
reflected in the accompanying financial statements, the Company used cash in
operations of $10,625 and had a net loss of $27,517 for the six months ended
June 30, 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.




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
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.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.






13






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
4T.  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.




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
June 30, 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 June 30, 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:
      July 30, 2008
            By:
            /s/ James PregiatoJames
      PregiatoPresident,
      Chief Executive Officer, Secretary, Treasurer and Director






16