UNITED STATES
OF AMERICA

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549



FORM 10-Q /A

(Amendment
No. 1)

(Mark
One)



|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY
PERIOD ENDED: March 31, 2013



|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ----------------------------------------------------------------------------------------



For the transition
period from ____________   
to  ________________



Commission
File Number: 333-148987



League Now Holdings
Corporation

(Exact name of Registrant as specified
in its charter)



|Florida                                                                |  | 20-35337265                                 
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State or Other Jurisdiction of
        Incorporation or Organization) |  | (I.R.S. Employer
        Identification No.)



155 E. Flagler
Street, Miami Beach, FL 33131

(Address
of principal executive offices) (Zip Code)



305-371-2727

(Registrant’s
telephone number)



(Former
Name, Former Address and Former Fiscal Year, 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 Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





|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  ̈Nox



State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 15, 2013 the issuer had 53,445,562
shares of its common stock issued and outstanding.



EXPLANATORY NOTE:





This
Amendment No.1 on Form 10-Q (this “Amendment”) amends our quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2013 as filed with the Securities and Exchange Commission on May 15, 2013, and is being filed
solely to correct a typographical error on the cover page of the Form 10-Q, to check the box marked “Yes” (instead
of the box marked “No”) with respect to whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.











1











Part I – FINANCIAL INFORMATION



ITEM 1. CONDENSED FINANCIAL STATEMENTS





















F-1







|LEAGUE NOW HOLDINGS CORPORATION                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|BALANCE SHEET                                                                                                                                                             
|                                                                                                                                                                          
|                                                                                                                                                                          
|                                                                                                                                                                          
|                                                                                                                                                                          
|ASSETS                                                                                                                                                                    
|                                                                                                                                                                          
|CURRENT ASSETS                                                                                                                                                            
|Cash and cash equivalents                                                                                                                                                 
|Inventory                                                                                                                                                                 
|TOTAL CURRENT ASSETS                                                                                                                                                      
|                                                                                                                                                                          
|FIXED ASSETS                                                                                                                                                              
|Property, plant, and equipment, net of depreciation                                                                                                                       
|Total Fixed Assets                                                                                                                                                        
|                                                                                                                                                                          
|OTHER ASSETS                                                                                                                                                              
|Security Deposits                                                                                                                                                         
|TOTAL ASSETS                                                                                                                                                              
|                                                                                                                                                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                      
|                                                                                                                                                                          
|CURRENT LIABILITIES
        Cash Overdraft                                                                                                                                
|Accrued expense                                                                                                                                                           
|Payroll tax payable                                                                                                                                                       
|Sales tax payable                                                                                                                                                         
|TOTAL CURRENT LIABILITIES                                                                                                                                                 
|                                                                                                                                                                          
|LONG-TERM LIABILITIES                                                                                                                                                     
|Notes to related Party                                                                                                                                                    
|TOTAL LIABILITIES                                                                                                                                                         
|                                                                                                                                                                          
|STOCKHOLDERS' DEFICIT                                                                                                                                                     
|                                                                                                                                                                          
|Common stock (par value $.001, 250,000,000 shares authorized, 53,445,562 issued and outstanding as of March 31, 2013 and 100 shares as of December 31, 2012, respectively)
|Additional paid in capital                                                                                                                                                
|Accumulated deficit                                                                                                                                                       
|TOTAL STOCKHOLDERS' DEFICIT                                                                                                                                               
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                               
|                                                                                                                                                                          
|The accompanying notes are an integral part of these financial statements.                                                                                                















F-2









|LEAGUE NOW HOLDINGS CORPORATION
        STATEMENT OF OPERATIONS
        (UNAUDITED) | 
|----------------------------------------------------------------------------------- | 
|                                                                                    | 
|                                                                                    | 
|                                                                                    | 
|Revenue                                                                             | 
|Total Revenue                                                                       | 
|Cost of Revenue                                                                     | 
|Gross Profit                                                                        | 
|                                                                                    | 
|Operating expenses                                                                  | 
|Depreciation                                                                        | 
|Selling, general and administrative expenses                                        | 
|Total operating expenses                                                            | 
|                                                                                    | 
|Loss from operations                                                                | 
|                                                                                    | 
|Other income (expenses)                                                             | 
|Interest income (expenses)                                                          | 
|                                                                                    | 
|Total other loss                                                                    | 
|                                                                                    | 
|Income (loss) before income taxes                                                   | 
|                                                                                    | 
|Income taxes                                                                        | 
|                                                                                    | 
|Net Income (Loss)                                                                   | 
|                                                                                    | 
|Earnings (loss) per share                                                           | 
|Basic                                                                               | 
|                                                                                    | 
|Weighted average number of shares outstanding                                       | 
|Basic                                                                               | 
|                                                                                    | 
|** Less than $.01                                                                   | 
|                                                                                    | 



The accompanying notes are an integral
part of these financial statements







F-3







|LEAGUE
                                                                                                                                                                                            NOW
                                                                                                                                                                                            HOLDINGS
                                                                                                                                                                                            CORPORATION
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|STATEMENT
    OF CASH FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(UNAUDITED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        





|                                                  |  | For the Three
        Months Ended |          | For the Three
        Months Ended
|------------------------------------------------- |  | ---------------------------------- | -------- | ----------------------------------
|                                                  |  | March 31, 
2013                    |          | March 31, 
2012                   
|CASH FLOWS FROM OPERATING ACTIVITIES              |  |                                   
|Net loss                                          |  | $                                  | (56,894) |                                   
|Adjustments to reconcile net loss to              |  |                                    |          |                                   
|net cash used in operating activities:            |  |                                    |          |                                   
|Depreciation and amortization                     |  |                                    | 17,017   |                                   
|Changes in operating assets and liabilities:      |  |                                    |          |                                   
|(Increase) Decrease in:                           |  |                                    |          |                                   
|Inventory                                         |  |                                    | --       |                                   
|Security deposit                                  |  |                                    | --       |                                   
|Increase (Decrease) in:                           |  |                                    |          |                                   
|Accrued expense                                   |  |                                    | 4,350    |                                   
|Accounts payable                                  |  |                                    | 3,964    |                                   
|NET CASH USED IN OPERATING ACTIVITIES             |  |                                    | (31,563) |                                   
|                                                  |  |                                    |          |                                   
|CASH FLOWS FROM INVESTING ACTIVITIES:             |  |                                    |          |                                   
|Leasehold improvements                            |  |                                    | --       |                                   
|Purchase of fixed assets                          |  |                                    | --       |                                   
|NET CASH PROVIDED BY INVESTING ACTIVITIES         |  |                                    |          |                                   
|                                                  |  |                                    |          |                                   
|CASH FLOWS FROM FINANCING ACTIVITIES:             |  |                                    |          |                                   
|Increase in cash overdrafts                       |  |                                    | 9,345    |                                   
|Proceeds from notes payable                       |  |                                    | 21,796   |                                   
|NET CASH PROVIDED BY FROM FINANCING ACTIVITIES    |  |                                    | 31,141   |                                   
|                                                  |  |                                    |          |                                   
|NET DECREASE IN CASH AND CASH EQUIVALENTS         |  |                                    | (422)    |                                   
|                                                  |  |                                    |          |                                   
|CASH AND CASH EQUIVALENTS:                        |  |                                    |          |                                   
|Beginning of period                               |  |                                    | 422      |                                   
|End of period                                     |  | $                                  | --       |                                   
|                                                  |  |                                    |          |                                   
|Supplemental disclosure of cash flow information: |  |                                    |          |                                   
|Cash paid for income taxes                        |  | $                                  | --       |                                   
|Cash paid for interest                            |  | $                                  | --       |                                   
|                                                  |  |                                    |          |                                   
|                                                  |  |                                    |          |                                   



The
accompanying notes are an integral part of these financial statements



F-4







LEAGUE NOW HOLDINGS CORPORATION

STATEMENT OF EQUITY

(UNAUDITED)





|                                                                          |  |  | Shares     |  |  |   | Amount |  |  |   | Additional
                                                                                                                                                         Paid In Capital |  |  |   | Accumulated
Deficit |  |  |   | Stockholder’s
Deficit | 
|------------------------------------------------------------------------- |  |  | ---------- |  |  | - | ------ |  |  | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | - | ------------------- |  |  | - | --------------------- | 
|Balance, December 31, 2011                                                |  |  | 28,500,000 |  |  | $ | 28,500 |  |  | $ | (28,500)                                                                                                                                                                            |  |  | $ | —                   |  |  | $ | —                     | 
|                                                                          |  |  |            |  |  |   |        |  |  |   |                                                                                                                                                                                     |  |  |   |                     |  |  |   |                       | 
|Net loss for year ended Dec 31, 2012                                      |  |  | —          |  |  |   | —      |  |  |   | —                                                                                                                                                                                   |  |  |   | (147,823)           |  |  |   | (147,823)             | 
|Balance, December 31, 2012                                                |  |  | 28,500,000 |  |  | $ | 28,500 |  |  | $ | (28,500)                                                                                                                                                                            |  |  | $ | (147,823)           |  |  | $ | (147,823)             | 
|Stock issued on share exchange                                            |  |  | 24,945,562 |  |  |   | 24,946 |  |  |   | (24,946)                                                                                                                                                                            |  |  |   | —                   |  |  |   | —                     | 
|                                                                          |  |  |            |  |  |   |        |  |  |   |                                                                                                                                                                                     |  |  |   |                     |  |  |   |                       | 
|Net
    loss for quarter ending March 31, 2013                            |  |  | —          |  |  |   | —      |  |  |   | —                                                                                                                                                                                   |  |  |   | (56,894)            |  |  |   | (56,894)              | 
|Balance, March 31, 2013                                                   |  |  | 53,445,562 |  |  | $ | 53,446 |  |  | $ | (53,446)                                                                                                                                                                            |  |  | $ | (204,717)           |  |  | $ | (204,717)             | 
|                                                                          |  |  |            |  |  |   |        |  |  |   |                                                                                                                                                                                     |  |  |   |                     |  |  |   |                       | 
|The accompanying notes are an integral part of these financial statements

F-5







LEAGUE NOW HOLDINGS CORPORATION

CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2013

(UNAUDITED)





NOTE1-NATURE OF OPERATIONS ANDGOINGCONCERN

The
Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability
and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue
as a going concern.

The
Company's continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional
debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available
on terms acceptable to the Company.

On
February 27, 2013, the Company consummated a share exchange with New York Bagel Deli, Inc. (“NYBD”), a Florida corporation. 
Under the terms of the share exchange, NYBD received 28,500,000 shares of the Company’s common stock for 100% of the issued
and outstanding capital of NYBD. As a result of the transaction, the shareholders of NYBD became the majority owners of
the Company and NYBD became a wholly-owned subsidiary.Concurrent with the share exchange, the
Company agreed to sell its subsidiary (the operations of League Now) to John Bianco the Company’s former CEO. In exchange
for the assumption by Mr. Bianco of all associated liabilities.

NYBD
Holdings,Inc. wasincorporated inJanuary 2012 and began operations in March of 2012 and has a FiscalYearending ofDecember31.



For
accounting and reporting purposes, this transaction will be treated as a reverse merger with NYBD being the surviving entity. All
balances as of and for the period ended December 31, 2012 are those of League Now exclusive of NYBD. The financial statements for
March 31, 2013 and thereafter will reflect the historical balances and results of operations for NYBD, exclusive of League Now.
The details of this transaction were previously reported on Form 8-K, filed March 6, 2013, and an 8K/A filed on May 2, 2013 which
should be read in conjunction with these audited financial statements.

NOTE2-SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES

BasisofPresentation

This
summary of accounting policies for League Now Holdings Corporation is presented to assist in understanding the Company’s
financial statements. TheCompanyusestheaccrualbasisofaccountingandaccountingprinciplesgenerallyacceptedintheUnitedStatesof America("GAAP"accounting)and have been consistently applied in the preparation of the financial statements.TheCompanyhasadopteda December31fiscalyearend.

UseofEstimatesandAssumptions

ThepreparationoffinancialstatementsinconformitywithaccountingprinciplesgenerallyacceptedintheUnited Statesrequiresmanagementtomakeestimatesandassumptionsthataffectthereportedamounts of assetsand
liabilitiesanddisclosureofcontingent
assetsandliabilitiesas ofthedateofthefinancialstatements.Actualresultscoulddifferfromthoseestimates.
Estimates are used when accounting for allowances for bad debts, collectability of accounts receivable, amounts due to service
providers, depreciation and litigation contingencies, among others.

F-6





Cash and Cash Equivalents

For purposes of the statement
of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment purposes.

Revenue recognition

The
Company presently derives its revenue from the sale of Bagel and deli products in its South Florida restaurants. The Company
will recognize revenue at point of saleor when productsarefullydeliveredorserviceshavebeenprovidedandcollectionis reasonablyassured.
Revenue is recognized on a gross basis with corresponding costs of goods as a reduction to revenue in cost of sales.

Property and equipment

Property and equipment are stated
at cost less accumulated depreciation and amortization.  The Company provides for depreciation and amortization using
the straight-line method over the estimated useful lives of the related assets, which range from three to five years.Maintenance
and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are
capitalized.  At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation
and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations.

Impairment of Long-Lived Assets

In accordance with ASC Topic
360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived
assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be
fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value
of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying
value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying
value. As of the date of these financial statements, the Company is not aware of any items or events that would cause it to adjust
the recorded value of its long-lived assets for impairment.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Emerging Growth Company

We qualify
as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth
company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards
until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended
transition period.

Fair Value of Financial Instruments

Fair value of certain of the Company’s
financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables,
and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in
accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring
fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

F-7





Fair value, as defined in ASC 820,
is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or
most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the
risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally
classified into three categories: the market approach; the income approach; and the cost approach. The selection and application
of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset
or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize
the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs
and resulting measurement as follows:

Level 1

Quoted prices (unadjusted) in active
markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available
for sale securities using Level 1.

Level 2

Quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active;
inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or
corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3

Unobservable inputs for the asset
or liability that are supported by little or no market activity and that are significant to the fair values.

Fair value measurements are required
to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair
value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements
including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to
the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in
earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

IncomeTaxes

Incometaxesareaccountedforundertheassetsandliabilitymethod.Deferredtaxassetsandliabilitiesarerecognized
fortheestimatedfuturetaxconsequencesattributabletodifferencesbetweenthefinancialstatementcarryingamounts ofexisting
assetsandliabilitiesandtheirrespectivetax basesandoperatinglossandtaxcreditcarryforwards.Deferred
taxassetsandliabilitiesaremeasuredusingenactedtaxratesineffectfortheyearinwhichthosetemporary
differences
areexpectedtoberecoveredorsettled.UseofnetoperatinglosscarryforwardsforincometaxpurposesmaybelimitedbyInternalRevenueCodesection382ifachangeofownershipoccurs.

BasicIncome(Loss)PerShare

Basicincome(loss)pershareiscalculatedbydividingtheCompany'snetlossapplicabletocommonshareholdersby the weightedaveragenumberofcommonsharesduringtheperiod.Dilutedearningsper shareiscalculatedbydividing
theCompany'snetincomeavailable tocommonshareholdersbythedilutedweightedaveragenumberofshares outstandingduringtheyear.Thedilutedweightedaverage numberofsharesoutstanding
is thebasicweightednumberofsharesadjustedforanypotentiallydilutivedebtorequity.TherearenosuchcommonstockequivalentsoutstandingasofMarch 31, 2013.

F-8







Dividends

TheCompanyhasnotadoptedanypolicyregardingpaymentofdividends.Nodividendshavebeenpaidduringanyof
theperiodsshown.

Advertising
Costs

TheCompany'spolicyregardingadvertisingistoexpenseadvertisingwhenincurred.

Stock-BasedCompensation

Stock--based
compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718) To date, the Company has not
adopted a stock option plan and has not granted any stock options.

NewAuthoritativeAccountingGuidance

OnJuly1,2009,theAccountingStandardsCodification("ASC")becametheFinancialAccountingStandardsBoard ("FASB")officiallyrecognizedsourceofauthoritativeU.S.generallyacceptedaccountingprinciplesapplicabletoall publicandnon-publicnon-governmental
entities,supersedingexistingFASB,AICPA,EITFandrelatedliterature.
RulesandinterpretivereleasesoftheSECundertheauthorityoffederalsecuritieslawsarealsosourcesofauthoritative
GAAPforSECregistrants.
Allotheraccountingliteratureisconsiderednon-authoritative.TheswitchtotheASC affectstheawaycompaniesrefertoU.S.GAAPinfinancialstatementsandaccountingpolicies.Citingparticular
contentintheASCinvolvesspecifying
theuniquenumericpathtothecontentthroughtheTopic,Subtopic,Sectionand Paragraphstructure.

FASB
ASCTopic
260,"Earnings
PerShare."
OnJanuary
1,2009,theCompany
adoptednewauthoritative
accountingguidanceunderFASB
ASCTopic
260,"Earnings
PerShare,"
whichprovides
thatunvested
share-- based
payment
awardsthatcontain
non-forfeitable
rightstodividends
ordividend
equivalents
(whetherpaidor
unpaid)areparticipating
securitiesandshall
beincluded
inthecomputation
ofearnings
pershare
pursuantto thetwo--classmethod.

FASB
ASCTopic
820,"Fair
ValueMeasurements
andDisclosures."Newauthoritative
accountingguidanceunder ASC
Topic820,"Fair
ValueMeasurements
andDisclosures,"
affirmsthatthe
objective
offair
valuewhenthe
market for
anasset
isnotactiveisthepricethatwould
bereceived
toselltheasset
inanorderlytransaction,
andclarifies
and includes
additionalfactorsfordetermining
whethertherehas
beenasignificantdecreaseinmarket
activity for
anasset
whenthe
marketforthat
assetisnotactive.
ASCTopic
820requires
anentity
tobaseitsconclusion
aboutwhether
a transaction
wasnot
orderlyonthe
weightofthe
evidence.Thenew
accountingguidanceamendedprior
guidanceto expandcertain
disclosure
requirements.
TheCompany
adoptedthenew
authoritative
accountingguidanceunderASC
Topic820
duringthefirstquarterof2009.
Adoptionofthe
newguidance
didnot
significantly
impactthe
Company's consolidated
financial statements.

Further newauthoritative accountingguidance(AccountingStandards UpdateNo. 2009--5) underASC Topic820
providesguidanceformeasuring
thefair valueofaliabilityincircumstances
inwhich
aquoted priceinan active marketforthe
identical
liabilityisnotavailable.
Insuchinstances,areporting entityisrequiredtomeasure
fair value utilizing
avaluation
techniquethatuses
(i)thequotedpriceofthe
identicalliabilitywhen
tradedas an asset,
(ii)quotedpricesforsimilar
liabilitiesorsimilar
liabilitieswhentraded asassets, or(iii)anothervaluationtechniquethatisconsistent withthe existing principles ofASC Topic820, suchas anincome approachormarket approach.Thenew authoritative accountingguidancealsoclarifies
thatwhen estimating
thefair valueofa
liability, areporting entityisnotrequired
toinclude
aseparateinputor adjustment
toother
inputsrelating
to theexistence ofarestriction
thatprevents
thetransfer ofthe
liability.Theforgoing newauthoritative accountingguidanceunderASC Topic820 willbe effective
fortheCompany'sconsolidated
financialstatementsbeginningOctober1,2009and
isnotexpected
tohave asignificant
impactontheCompany's
consolidated
financialstatements.



F-9







FASBASCTopic825"FinancialInstruments."NewauthoritativeaccountingguidanceunderASCTopic 825,"FinancialInstruments,"requiresanentitytoprovidedisclosuresaboutthefairvalueoffinancialinstrumentsin interimfinancialinformation
andamendspriorguidancetorequirethosedisclosuresinsummarizedfinancial informationatinterimreportingperiods.

FASBASCTopic855,"SubsequentEvents."NewauthoritativeaccountingguidanceunderASCTopic855,
"SubsequentEvents,"establishesgeneralstandardsofaccountingforanddisclosureofeventsthatoccurafterthe balancesheetdatebutbeforefinancial statementsareissuedoravailabletobeissued.ASCTopic855defines(i)the period
after the
balancesheet date duringwhich areportingentity's management should
evaluateeventsortransactionsthatmayoccurforpotentialrecognitionordisclosureinthefinancialstatements,(ii)thecircumstances underwhichan entityshouldrecognizeeventsortransactionsoccurringafterthebalancesheetdateinitsfinancialstatements,and(iii) thedisclosuresanentityshouldmakeabouteventsortransactionsthatoccurredafterthebalancesheetdate.Thenew
authoritative
accountingguidanceunderASCTopic855becameeffectivefortheCompany'sfinancialstatementsfor periodsendingafterJune15,2009.EffectiveFebruary24,2010,theFASBissuedAccountingStandardsUpdate ("ASU") No.
2010-09, "Subsequent
Events (Topic 855):
Amendments to Certain
Recognition and
Disclosure
Requirements"whichrevisedcertaindisclosurerequirements.ASUNo.2010-09didnothaveasignificantimpactonthe Company's consolidated
financial statements.
The company evaluated
subsequent events,
which are
events or transactions
that occurred
after June
30, 2012 through
the issuance of
the accompanying
consolidated
financial statements.

Managementdoesnotbelievethatanyotherrecentlyissuedbutnotyeteffectiveaccountingpronouncements,if adopted,wouldhaveaneffectontheaccompanyingconsolidatedfinancialstatements

NOTE 3 - PROPERTY AND EQUIPMENT



Property and equipment consisted of the following:



|                                     |  | March 31, 2013 |          |  | March 31,2012 |  
|------------------------------------ |  | -------------- | -------- |  | ------------- | -
|Equipment and leasehold improvements |  | $              | 521,585  |  |               | $
|Office equipment                     |  |                | 22,932   |  |               |  
|Computer software                    |  |                | 13,679   |  |               |  
|                                     |  |                | 558,196  |  |               |  
|Less: accumulated depreciation       |  |                | (85,086) |  |               |  
|                                     |  | $              | 473,110  |  |               | $



Depreciation
expense was $2,028 and $- for the nine months ended September 30, 2012 and 2011, respectively.



NOTE4–NOTES
PAYABLE RELATED PARTIES

TheCompanyreceivesperiodicadvancesfromitsprincipalstockholderbasedupontheCompany'scashflowneeds.
As of March 31, 2013, the Company had received a total of $689,816, which is payable on demand and does not bear interest.

NOTE5-COMMONSTOCK

In
fiscal year 2012 the Company entered into a share exchange agreement with NYBD. The Company acquired 100% for the capital
stock of NYBD in exchange for 28,500,000 shares ofcommon
stock of League Now Holding Corporation (League Now), which
represents a majority ownership in League Now. The share exchange was consummated on February 27, 2013 and as part of the
agreement NYBD agreed tosell the operations of League Now to Mr. Bianco (the former CEO of League Now) in exchange
for the assumption by Mr. Bianco of all associated liabilities. For accounting purposes this transaction is being treated as
a reverse merger with NYBD being treated as the surviving entity with all historical balances reflecting the history of NYBD
exclusively. And as a result at the conclusion of the share exchange on February 27, 2013 the additional common stock of
League Now was added to the historical balances of NYBD. The share of common stock reported on the Company’s books is
the exchanged shares of 28,500,000 plus 24,945,562 for a total number of shares outstanding of 53,445,562





F-10









ITEM 2. Management’s Discussion
and Analysis and Results of Operations



General



The following discussion and analysis
provides information which management of the Company believes to be relevant to an assessment and understanding of the Company’s
results of operations and financial condition. This discussion should be read together with the Company’s financial statements
and the notes to the financial statements, which are included in this report. This information should also be read in conjunction
with the information contained in our Form 8-K/A filed with the Securities and Exchange Commission (the “Commission”)
on May 3, 2013, including the audited financial statements and notes included therein as of and for the year ended December 31,
2012, which reports are incorporated herein by reference. The reported results will not necessarily reflect future results of operations
or financial condition.



Caution Regarding Forward-Looking
Statements



This Report contains forward-looking
statements that relate to future events or our future financial performance. Some discussions in this report may contain forward-looking
statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially
from those expressed in any forward-looking statements made by us in this Report. Forward-looking statements are often identified
by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,”
“project” and similar words or expressions that, by their nature, refer to future events.



In some cases, you can also identify
forward-looking statements by terminology such as “may,” “will,” “should,” “plans,”
“predicts,” “potential,” or “continue,” or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may
cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels
of activity, performance or achievements expressed or implied by these forward-looking statements.



Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements.
You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Report. These
forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements in an effort to conform these statements to actual results.



2





Business Overview



League Now Holdings Corporation (“League
Now”) was incorporated in September 2005 in Florida. The Company originally intended to operate as an application service
provider offering web-based services for the online video gaming industry. In late 2009, the Company determined that the Company
would be considered a “shell” company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934.



Infiniti Systems Group (“Infiniti”),
a wholly owned subsidiary of League Now, was incorporated in the State of Ohio in January 1995 as J.L. Consulting, Inc., to develop
and consult on application development, project management, managed information technology (IT) services, IT helpdesk services,
professional staffing and placement, network security products and services, and server virtualization, backup and disaster recovery.
On July 15, 1999, J.L. Consulting, Inc. changed its name to Infiniti Systems Group, Inc.



Infiniti is a reseller for Microsoft,
McAfee and many other security products, and markets managed IT services to small to medium sized businesses and security and staffing
services to Fortune 1000 companies. Infiniti’s client base is across many industries including healthcare, financial, manufacturing,
construction, transportation, non-profits and government. Infiniti is now specializing in IT security and information technology
consulting for companies in the Midwestern United States. Infiniti’s security division provides product and service support
in the Windows, Unix and Linux, Internet, mobile device, the latest on intrusion detection and prevention, disaster recovery and
business continuity planning. The consulting division provides network support, application development, staffing and recruiting
for many companies in the Midwestern United States.



On February 27, 2013, the Company
consummated a share exchange with NYBD Holdings, Inc. (NYBD) pursuant to which 100% of the equity in NYBD was exchange for 28,500,000
shares of the Company’s common stock, which was previously held by the Company’s former CEO, John Bianco. As a result
of the transaction, the shareholders of NYBD became the majority owners of the Company and NYBD became a wholly-owned subsidiary.
The Company concurrently agreed to sell the operations of League Now to Mr. Bianco in exchange for the assumption by Mr. Bianco
of all associated liabilities. For accounting and reporting purposes, this transaction will be treated as a reverse merger with
NYBD being the surviving entity. All balances as of and for the period ended December 31, 2012 are those of League Now exclusive
of NYBD. The financial statements for March 31, 2013 and thereafter will reflect the historical balances and results of operations
for NYBD, exclusive of League Now. The details of this transaction were previously reported on Form 8-K, filed March 6, 2013, and
an 8K/A filed on May 2, 2013 which should be read in conjunction with these audited financial statements.

NYBD Holdings,Inc. wasincorporated
on March 16, 2012 with a FiscalYearending
ofDecember31. NYBD
Holdings,Inc.has two deli restaurants thatspecialize
inprovidinga
wide variety of Bagels and cream cheese spread toppings along with a full service juice bar and large salad bar.Therestaurants
are located in downtown Miami located at 350 NE 24th St. and at 155 E. Flagler St.



Market Opportunity



The Deli
business is a fast growing business with an ever increasing customer base. The Company has determined that it can capture a significant
share of this market through a combination of a better product and winning marketing formula along with a lower pricing strategy. There are also a lot of small individually owned stores in the industry that have trouble competing with the larger chains
which presents an opportunity for acquisition.



Industry Overview



The bagel and deli industry has become
a fast growing industry in the United States. Major chain restaurants have taken the lead in this expansion. More people than ever
are eating out and bagel and deli stores have added a great alternative to breakfast and lunch. Larger stores with expanded menus
and expanded services has become the trend and have captured a larger market share.



3





Growth Strategy



Over the
coming fiscal year, the company will employ an aggressive strategy in the acquisition of additional bagel and deli restaurants
throughout Florida and the rest of the United States. NYBD has developed great customer loyalty based on a superior product,
great customer service and store ambiance. By acquiring additional stores and replicating this formula the company plans on gaining
significant market share. The Company’s competition has better name recognition at this point, but our pricing strategy will
give us a competitive advantage to get customers in the door. NYBD’s better product and winning marketing formula will keep
them coming back.





RESULTS OF OPERATIONS



Results of Operations



Comparisons of the Three Months Ended
March 31, 2013 with the Three Months Ended March 31, 2012. This is not a true comparative period in 2012 because NYBD was organized
in January of 2012 but operations did not begin until late March in 2012.



Revenues



Revenues for the three months ended
March 31, 2013 were $70,497 compared to $5,210 for the same period ending March 31, 2012. As noted above this is not a true comparative
reporting period.



Cost of Revenues



Cost of revenues for the three months
ended March 31, 2013 was $26,869 compared to $1,625 for the same period ending March 31, 2012. Again this is not a true comparative
reporting period.



Gross Profit



Gross profit was $43,629 for the three
months ended March 31, 2013, In comparison to 2012 where the gross profit was $3,585.



General and Administrative Expenses



General and administrative expenses
consist primarily of the cost of salaries and rent, as well as professional fees. General and administrative expenses were $79,155
for three months ending March 31, 2013 and $15,424 for the three months ending March 31, 2012.



Capital Resources and Liquidity



As of March 31, 2013, the Company had
$0 in cash. As reflected in the accompanying financial statements, we had a decrease of cash in the operations of $31,563 resulting
from a net loss of $52,544 for the three months ended March 31, 2013 offset in part by depreciation of $17,017 and increase in
accounts payable of $3,964. Comparatively, there was $3,269 in cash for the period ending March 31, 2012. This was made up of a
decrease of cash in the operations of $41,135 resulting from a net loss of $28,856 and an increase in Security deposit of $29,597
for the three months ending March 31, 2012 offset in part by depreciation of $17,017.



The Company may not have sufficient
resources to fully develop any new products or technologies unless we are able to raise additional financing. The Company
can make no assurances these required funds will be available on favorable terms, if at all. If additional capital is raised through
the sale of equity or convertible debt securities, the issuance of such securities would result in dilution to our existing stockholders.
Additionally, these conditions may increase costs to raise capital and/or result in further dilution. The Company’s failure
to raise capital when needed would adversely affect the business, financial condition and results of operations, and could force
the Company to reduce or cease operations.

4







The Company believes that it will be
able to meet the costs of growth and public reporting with funds generated from operations and additional amounts generated through
debt and equity financing, Although management believes that the required financing will be obtained there is no guarantee these
funds will be made available, and if funds are available, that the terms will be satisfactory to the Company.



Impact of Inflation



The Company does not expect inflation
to be a significant factor in operation of the business.



Off-Balance Sheet Arrangements



There are no off-balance sheet arrangements
between the Company and any other entity that have, or are reasonably likely to have, a current or future effect on financial conditions,
changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to stockholders.



Going Concern



The Company has a working capital deficiency
of $17,608 and a stockholders’ deficiency of $204,717, as of March 31, 2013. 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.



Critical Accounting Policies



The discussion and analysis of our financial
condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.



Management believes that the application
of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results
and financial condition. Some of the critical accounting estimates are detailed below.



Critical Accounting Estimates
and New Accounting Pronouncements



Critical Accounting Estimates



The preparation of financial statements
in accordance with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that
affect reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be
critical if:



| | ● | it requires assumptions to be made that were uncertain at the time the estimate was made, and
| | - | ---------------------------------------------------------------------------------------------



| | ● | changes in the estimate or different
        estimates that could have been selected could have
        a material impact on our results of
        operations or financial condition.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company base estimates and
judgments on experience, current knowledge, and beliefs of what could occur in the future, observation of trends in the
industry, information provided by customers and information available from other sources. Actual results may differ from
these estimates under different assumptions or conditions. The Company has identified the following accounting policies and
estimates as those that are believed to be the most critical to the financial condition and results of operations and that
require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties:
share-based compensation expense, income taxes, and derivative financial instruments.





5









Share-Based Compensation Expense.We
calculate share-based compensation expense for option awards and warrant issuances (“Share-based Awards”) based on
the estimated grant/issue-date fair value using the Black-Scholes-Merton option pricing model (“Black-Sholes Model”),
and recognize the expense on a straight-line basis over the vesting period, net of estimated forfeitures. The Black-Scholes Model
requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate,
and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions
used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future
events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly
impact the amount of expense recorded in a given period.





Income Taxes.As
part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the
jurisdictions in which we operate. Our provision for income taxes is determined using the asset and liability approach to account
for income taxes. A current liability is recorded for the estimated taxes payable for the current year. Deferred tax assets and
liabilities are recorded for the estimated 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 the enacted tax rates in effect for the year in which the timing differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of changes in tax rates or tax laws are recognized in the provision for income taxes
in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets
to the amount more-likely-than-not to be realized. Changes in valuation allowances will flow through the statement of operations
unless related to deferred tax assets that expire unutilized or are modified through translation, in which case both the deferred
tax asset and related valuation allowance are similarly adjusted. Where a valuation allowance was established through purchase
accounting for acquired deferred tax assets, any future change will be credited or charged to income tax expense.



The determination of our provision for
income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. In
the ordinary course of our business, there are transactions and calculations for which the ultimate tax determination is uncertain.
In spite of our belief that we have appropriate support for all the positions taken on our tax returns, we acknowledge that certain
positions may be successfully challenged by the taxing authorities. We determine the tax benefits more likely than not to be recognized
with respect to uncertain tax positions. Although we believe our recorded tax assets and liabilities are reasonable, tax laws and
regulations are subject to interpretation and inherent uncertainty; therefore, our assessments can involve both a series of complex
judgments about future events and rely on estimates and assumptions. Although we believe these estimates and assumptions are reasonable,
the final determination could be materially different than that which is reflected in our provision for income taxes and recorded
tax assets and liabilities.



New Accounting Pronouncements



In December 2011, FASB issued Accounting
Standards Update (“ASU”) 2011-11, Balance Sheet - Offsetting.This guidance requires disclosures
about offsetting and related arrangements for recognized financial instruments and derivative instruments. The standard is effective
for us as of January 1, 2013 and will not materially impact our financial statement disclosures.



In September 2011, the FASB issued ASU
2011-08, “Testing Goodwill for Impairment.” This guidance provides the option to evaluate prescribed qualitative factors
to determine whether a calculated goodwill impairment test is necessary. The standard is effective for us as of January 1, 2012
and will not materially impact on our financial condition, results of operations, or financial statement disclosures.



In May 2011, FASB issued
Accounting Standards Update (“ASU”) 2011-05, Comprehensive Income: Presentation of Comprehensive
Income, to allow an entity the option to present the total of comprehensive income, the components of net income,
and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two
separate but consecutive statements. In both choices, an entity is required to present each component of net income along
with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a
total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive
income as part of the statement of changes in stockholders’ equity. The amendments do not change the guidance regarding
the items that must be reported in other comprehensive income or when an item of other comprehensive income must be
reclassified to net income. The amendments should be applied retrospectively, and is effective for fiscal years and interim
periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption is not expected to
have a material impact on the Company’s results of operations, financial position or cash flows.





6









In May 2011, the FASB issued ASU 2011-04, Fair
Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.
This ASU represents the converged guidance of the FASB and the IASB (the “Boards”) on fair value measurement, and results
in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent
meaning of the term “fair value.” These amendments change some of the terminology used to describe many of the existing
requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments
should be applied prospectively, and they are effective during interim and annual periods beginning after December 15, 2011. Early
application by public entities is not permitted. The adoption is not expected to have a material impact on the Company’s
results of operations, financial position or cash flows.



Management does not believe there would
be a material effect on the accompanying financial statements had any other recently issued but not yet effective accounting standards
been adopted in the current period.



ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK



Not required.



ITEM 4 . CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls
and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized
that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and
procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible
disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions.



The Company’s Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of
the period covered by this report. Based on such evaluation, and as discussed in greater detail below, the Chief Executive Officer
and Chief Financial Officer have concluded that, as of the end of the period covered by this report, disclosure controls and procedures
were effective:



●  to
give reasonable assurance that the information required to be disclosed in reports that are file under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms, and



●  to
ensure that information required to be disclosed in the reports that are file or submitted under the Securities Exchange Act of
1934 is accumulated and communicated to management, including our CEO and our Treasurer, to allow timely decisions regarding required
disclosure.



7





Changes in Internal Control over
Financial Reporting.There are no changes in internal control over financial reporting during the last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



None



ITEM 1A. RISK FACTORS



The Company is a relatively new company
without much history and has a stockholders’ deficit of $200,367. The Company’s survival is dependent upon its ability
to raise sufficient capital and to be able to implement its business plan.





League Now has a history of uncertainty
about continuing as a going concern.



League Now has a brief history but the
year ended December 31, 2012 financial report expressed an opinion as to its ability to continue as a going concern as a result
of accumulated deficit of $147,723. Unless League Now is able to become profitable over successive future periods its ability to
continue as a going concern will be in jeopardy.



League Now’s success is dependent
on its ability to sustain and expand operations.



League Now’s near term future
operation is dependent on its ability to raise sufficient capital to sustain and expand operations. The success of these endeavors
will require that sufficient funding be available to assist in the development of its business plans. Should the Company be unable
to improve financial condition through debt or equity offerings, the ability to successfully advance our business plan will be
severely limited.



General economic conditions will
affect our operations.



Changes in the general domestic economic
climate may adversely affect the financial performance of League Now. Factors that may contribute to a change in the general economic
climate include interest rates, inflation, and political and social reform, all of which could affect overall employment opportunities.
Increased unemployment could seriously affect our business plan. Further, the delayed revival of the domestic economy is not conducive
to rapid growth.



The market for our stock is limited
and our stock price may be volatile.



The market for our common stock has
been limited due to low trading volume and the small number of brokerage firms acting as market makers. Due to the limitations
of our market and the volatility in the market price of our stock, investors may face difficulties in selling shares at attractive
prices when they want to sell. The average daily trading volume for our stock has varied significantly from week to week and from
month to month, and the trading volume often varies widely from day to day.



We incur significant expenses as
a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.



We incur significant legal,
accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the
Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and
regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, has substantially increased our
expenses, including legal and accounting costs, and made some activities more time-consuming and costly.





8









League Now’s common stock is
currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.



League Now’s common stock is and
will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply
to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less
than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for
three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established
customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information
concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many
brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number
of broker-dealers willing to act as market makers in such securities is limited. If League Now remains subject to the penny stock
rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If the League Now’s
securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.



ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS



Pursuant to the Stock Purchase and Share
Exchange Agreement, on January 31, 2012, the Infiniti Shareholders acquired 30,000,000 post-split common shares of League Now.
Such securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the
Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering”
as defined in Section 4(2) due to the insubstantial number of persons involved in the transaction, size of the offering, manner
of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities
to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2)
since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule
144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market
and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements
to qualify for exemption under Section 4(2) of the Securities Act for this transaction.



In January, 2012 the Company issued
500,000 shares of its common stock to a consultant in exchanges for services rendered to the Company. Such securities were not
registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the
issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined
in Section 4(2) due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering
and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high
number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they
agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of
the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore
not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements
to qualify for exemption under Section 4(2) of the Securities Act for this transaction.



In June, 2012 the Company issued
1,500,000 shares of its common stock to a consultant in exchanges for services rendered to the Company. Such securities were
not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act
since the issuance of securities by us did not involve a public offering. The offering was not a “public
offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the transaction, size of
the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a
high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent
as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such
securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would
not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an
analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act
for this transaction.





9







In
fiscal year 2012 the Company entered into a share exchange agreement with NYBD. The Company acquired 100% for the capital stock
of NYBD in exchange for 28,500,000 shares of common stock of League Now Holding Corporation (League Now), which represents a majority
ownership in League Now. The share exchange was consummated on February 27, 2013 and as part of the agreement NYBD agreed to sell
the operations of League Now to Mr. Bianco (CEO of League Now) in exchange for the assumption by Mr. Bianco of all associated
liabilities. For accounting purposes this transaction is being treated as a reverse merger with NYBD being treated as the surviving
entity with all historical balances reflecting the history of NYBD exclusively. And as a result at the conclusion of the share
exchange on February 27, 2013 the additional common stock of League Now was added to the historical balances of NYBD. The share
of common stock reported on the Company’s books is the exchanged shares of 28,500,000 plus 24,945,562 for a total number
of shares outstanding of 53,445,562.



ITEM 3. DEFAULTS UPON SENIOR DEBT



None



ITEM 4. MINING SAFETY DISCLOSURES.



Not applicable.





ITEM 5. OTHER INFORMATION



On
February 27,2013 the Company consummated a share exchange agreement with NYBD.League Nowacquired 100% of the capital stock ofNYBDin exchange for
28,500,000 shares of common shares of League Now which is a majority of the total issued and outstanding common stock of League
Now.NYBD became a wholly-owned subsidiary of League Now, and Majority owner of League Now. NYBD concurrently agreed to
sell the operations of League Now to Mr. Bianco (past CEO of League Now) in exchange for the assumption by Mr. Bianco of all associated
liabilities. For accounting and reporting purposes, this transaction will be treated as a reverse merger with NYBD being the surviving
entity. All balances as of and for the period ended December 31, 2012 are those of League Now exclusive of NYBD. The financial
statements for March 31, 2013 and thereafter will reflect the historical balances and results of operations for NYBD, exclusive
of League Now. The details of this transaction were previously reported on Form 8-K, filed March 6, 2013, and on Form 8-K/A, filed
on May 3, 2013, which should be read in conjunction with these audited financial statements.









10







ITEM 6. EXHIBITS



Exhibits:



|Exhibit No.   |  | Description                                                                                                                     
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                 
|31.1 and 31.2 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14.*                                  
|              |  |                                                                                                                                 
|32.1 and 32.2 |  | Certification of Chief Executive
Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|              |  |                                                                                                                                 
|101.INS       |  | XBRL
    Instance Document **                                                                                                   
|              |  |                                                                                                                                 
|101.SCH       |  | XBRL
    Taxonomy Schema **                                                                                                     
|              |  |                                                                                                                                 
|101.CAL       |  | XBRL
    Taxonomy Calculation Linkbase **                                                                                       
|              |  |                                                                                                                                 
|101.DEF       |  | XBRL
    Taxonomy Definition Linkbase **                                                                                        
|              |  |                                                                                                                                 
|101.LAB       |  | XBRL
    Taxonomy Label Linkbase **                                                                                             
|              |  |                                                                                                                                 
|101.PRE       |  | XBRL
    Taxonomy Presentation Linkbase **                                                                                      



* Filed Herewith.

** Previously filed





SIGNATURES



In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         | League Now Holdings Corporation
|------------------------ | -------------------------------
|                         | (Registrant)                   
|                         |                                
|Date: May 1 6,
    2013  | /s/
    Haim Yeffet            
|                         |                                
|                         | Chief Executive Officer        
|                         |                                
|Date: May 1 6 ,
    2013 | /s/
    Kenneth C. Wiedrich    
|                         |                                
|                         | Chief Financial Officer        



|
|
|



11