UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended March 31, 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,
Florida 33066
 (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 
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 
 Yes o        No
o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Exchange Act (Check one):
  Large
Accelerated Filer     Accelerated
Filer      Non-Accelerated
Filer      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 May 14, 2009:  25,733,125 shares of Common Stock.
  
  LEAGUE
NOW HOLDINGS CORPORATION
 
 FORM
10-Q
 March
31, 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
      4T.
              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
      and Reports on Form 8-K
  SIGNATURE
  
 Item 1. Financial
Information
  LEAGUE
      NOW HOLDINGS CORPORATIONCONDENSED
      BALANCE SHEETSASSETSMarch
      31,
                            
                            
                            December
      31,2009
                            
                            
                            2008CURRENT
      ASSETS
                            
                            (Unaudited)Cash
                            
                            $
                            501
                            
                            
                            $
                            3,789TOTAL ASSETS
                            
                            $
                            501
                            
                            
                            $
                            3,789LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
                            
                            $
                            86,019
                            
                            
                            $
                            65,947Accrued
      payroll
                            
                            
                            25,750
                            
                            
                            
                            22,750Accrued
      payroll taxes
                            
                            
                            3,672
                            
                            
                            
                            2,984TOTAL
      LIABILITIES
                            
                            
                            115,441
                            
                            
                            
                            91,681COMMITMENTS
      AND CONTINGENCIES
                            
                            
                            -
                            
                            
                            
                            -STOCKHOLDERS’
      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,  25,733,125 and 25,733,125 shares issued and
      outstanding, respectively
                            
                            
                            25,733
                            
                            
                            
                            25,733Additional
      paid in capital
                            
                            
                            96,017
                            
                            
                            
                            96,017Accumulated
      deficit
                            
                            
                            (236,690
                            )
                            
                            
                            (209,642
                            )Total
      Stockholders’ Deficiency
                            
                            
                            (114,940
                            )
                            
                            
                            (87,892
                            )TOTAL LIABILITIES AND STOCKHOLDERS’
      DEFICIENCY
                            
                            $
                            501
                            
                            
                            $
                            3,789
     1
  LEAGUE NOW HOLDINGS CORPORATIONCONDENSED STATEMENTS OF
      OPERATIONS(Unaudited)For
      the Three Months Ended March 31,2009
                        
                        
                        2008REVENUEService
      revenue
                        
                        $
                        -
                        
                        
                        $
                        --
                        
                        
                        
                        -OPERATING
      EXPENSESSalary
      - related party
                        
                        
                        3,000
                        
                        
                        
                        3,000Professional
      fees
                        
                        
                        7,718
                        
                        
                        
                        14,522Transfer
      agent fees
                        
                        
                        600
                        
                        
                        
                        -Consulting
      fees
                        
                        
                        15,000
                        
                        
                        
                        -Payroll
      tax expense
                        
                        
                        689
                        
                        
                        
                        230General
      and administrative
                        
                        
                        41
                        
                        
                        
                        940Total
      Operating Expenses
                        
                        
                        27,048
                        
                        
                        
                        18,692LOSS
      BEFORE PROVISION FOR INCOME TAXES
                        
                        
                        (27,048
                        )
                        
                        
                        (18,692
                        )Provision
      for Income Taxes
                        
                        
                        -
                        
                        
                        
                        -NET
      LOSS
                        
                        $
                        (27,048
                        )
                        
                        $
                        (18,692
                        )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
    2
  LEAGUE NOW HOLDINGS CORPORATIONCONDENSED STATEMENTS OF CASH
      FLOWS(Unaudited)For
      the Three Months Ended March 31,2009
                        
                        
                        2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                        
                        $
                        (27,048
                        )
                        
                        $
                        (18,692
                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in operating assets and liabilities:Accrued
      payroll
                        
                        
                        3,000
                        
                        
                        
                        3,000Accrued
      payroll taxes
                        
                        
                        689
                        
                        
                        
                        230Accounts
      payable
                        
                        
                        20,071
                        
                        
                        
                        7,667Net
      Cash Used In Operating Activities
                        
                        
                        (3,288
                        )
                        
                        
                        (7,795
                        )NET
      INCREASE IN CASH
                        
                        
                        (3,288
                        )
                        
                        
                        (7,795
                        )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                        
                        
                        3,789
                        
                        
                        
                        14,812CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                        
                        $
                        501
                        
                        
                        $
                        7,017Supplemental
      disclosure of non cash investing & financing
    activities:Cash
      paid for income taxes
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      paid for interest expense
                        
                        $
                        -
                        
                        
                        $
                        -
     3
 
 LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 AS
OF MARCH 31, 2009
 (UNAUDITED)
  NOTE
      1
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES AND
  ORGANIZATION
  (A)
Basis of Presentation
  The
accompanying unaudited condensed financial statements are presented in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal occurring accruals) considered necessary in order to
make the financial statements not misleading, have been included. Operating
results for the three months ended March 31, 2009 are not necessarily indicative
of results that may be expected for the year ending December 31, 2009. The
condensed financial statements are presented on the accrual basis.
 
 (B)
Organization
 
 League
Now Holdings Corporation was incorporated under the laws of the State of Florida
on September 21, 2005. The Company operates under the domain
name, www.leaguenow.com  as an application service provider
offering web-based services for online video game users. The Company’s strategy
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)
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.
 
 (F)
Loss Per Share
  Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of March 31, 2009 and 2008, there were no common
share equivalents outstanding.
  (G)
Business Segments
  The
Company operates in one segment and therefore segment information is not
presented.
  4
  LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 AS
OF MARCH 31, 2009
 (UNAUDITED)
  
 (H)
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 did not 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. The adoption of this statement did not have a material effect on the
Company’s financial statements.
 
  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.
  (I)
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.
   5
  LEAGUE
NOW HOLDINGS CORPORATION
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 AS
OF MARCH 31, 2009
 (UNAUDITED)
 
 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 March 31, 2009 and December 31, 2008, the Company’s
President was owed accrued salary of $25,750 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 three months
ended March 31, 2009, the Company recorded consulting fees of
$15,000.
  Additionally
the Company has agreed to the following:
  (i)  Placement Agent Fees: A fee
equal to ten percent (10%) of the total amount of capital raised and cashless
warrants equal to ten percent (10%) of the total amount of capital raised,
subject to the exercise price of  one hundred and twenty-five percent
(125%) private placement.
  (ii)For Debt Financings: A fee
equal to five percent (5%). If debt financing is in the form of a line of credit
or other form of debt that is not funded in full at the closing, then the entire
available loan amount shall be considered the total consideration against which
our fees will be calculated.
  (iii)For any merger or
acquisition: An amount equal to ten percent (10%) of the total
consideration or value paid, payable in the same form as received by the
Shareholders of the target or the Company.
  (iv)For a strategic alliance or
customer: An amount equal to ten percent (10%) of the annual value of the
alliance or single transaction.
  NOTE
      4
                GOING
      CONCERN
  As
reflected in the accompanying condensed financial statements, the Company used
cash in operations of $3,288 and had a net loss of $27,048 for the three months
ended March 31, 2009. In addition, the Company had a working capital deficiency
of $114,940 and a stockholders deficiency of $114,940. These factors raise
substantial doubt about its ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the Company's
ability to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern. Management believes that
actions presently being taken to obtain additional funding and implement its
strategic plans provide the opportunity for the Company to continue as a going
concern.
 6
  ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.
  Our
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 March 31, 2009, we recorded consulting fees of $15,000. 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.
  Results of
Operations
  For the
quarter ended March 31, 2009, we had $0 in revenue. Expenses for the
quarter ended March 31, 2009 totaled $27,048 resulting in a loss of
$27,048. Expenses of $27,048 for the quarter ended consisted of $41 for general
and administrative expenses, $15,000 for consulting fees, $3,000 for salary to a
related party, $7,718 for professional fee, $600 for transfer agent fees and
$689 payroll tax expense.
   7
  For the
quarter ended March 31, 2008, we had $0 in revenue. Expenses for the
quarter ended March 31, 2008 totaled $18,692 resulting in a loss of $18,692.
Expenses of $18,692 for the quarter ended consisted of $940 for general and
administrative expenses, $0 for consulting fees, $3,000 for salary to a related
party, $14,522 for professional fee and $230 payroll tax expense.
  Capital Resources and
Liquidity
  As of
March 31, 2009 we had $501 in cash.
  As
reflected in the accompanying financial statements, we used cash in operations
of $3,288 and had a net loss of $27,048 for the quarter ended March 31, 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.
  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 did not have a material
effect on the Company’s financial statements.
   8
  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 non-derivative 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. The adoption of this statement did not have a material effect on the
Company's financial statements.
  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.
 
 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
4T.  Controls and Procedures
 
 a)
  Evaluation of
Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,
with the participation of the Company’s management, including the Company’s
Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the
Company’s principal financial and accounting officer), of the effectiveness of
the Company’s disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this
report. Based upon that evaluation, the Company’s CEO and CFO concluded that the
Company’s disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
 
 (b)
  Changes in
internal control over financial reporting. There have been no changes in
our internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
 
  9
    PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings.
  We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
  Item
1A. Risk Factors.
  None.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  None.
 
 Item
3. Defaults Upon Senior Securities.
  None.
  Item
4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
5. Other Information.
  None
  ITEM
6. EXHIBITS and Reports on Form 8-K.
  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.
  (b)         Reports
of Form 8-K
  None.
 
 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:
      May 15, 2009
              By:
              /s/James
      PregiatoJames
      Pregiato
                Chairman of the Board of
      Directors, Chief
      Executive Officer, Chief Financial Officer, Controller, Principal
      Accounting Officer