Cuentas Inc. - FORM 8-K/A - EX-99.1 - LEAGUE NOW HOLDINGS CORPORATION

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8-K/A - LEAGUE NOW HOLDINGS CORPORATION - Cuentas Inc.	super8ka.htm
EX-99.2 - LEAGUE NOW HOLDINGS CORPORATION - Cuentas Inc.	ex99_2.htm

Exhibit 99.1

LEAGUE NOW HOLDINGS CORPORATION

AND

PURE MOTION, INC.

INDEX TO UNAUDITED CONSOLIDATED PRO FORMA

FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


	Page

Selected Pro Forma Data	PF-1

Pro Forma Balance Sheet	PF-2

Pro Forma Income Statement of Operation	PF-3

Notes	PF-4

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.

LEAGUE NOW HOLDING CORPORATION

AND

PURE MOTION, INC.

SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

FOR FINANCIAL STATEMENTS

The unaudited pro forma consolidated balance sheet of League Now Holding Corporation, Pure Motion, Inc. as of June 30, 2010 gives the effect to the purchase of Pure Motion, Inc. as if it had occurred on December 31, 2009. The Pure Motion purchase transaction was closed on October 6, 2010 for approximately $250,000 payable in share exchange agreements and related party loans. The unaudited pro forma statements for the period ended June 30, 2009 gives the effect to the acquisition by League Now Holdings as if it had occurred on December 31, 2009. The column headed “Pure Motion” in the unaudited pro forma statement of operations gives the effect to revenues and expenses of the acquisition for periods being reported and was not included in our historical financial statements. Pure Motion, Inc. was acquired on October 6, 2010 and the purchase was accounted for by League Now Holding using the purchase method of accounting.

The following unaudited pro forma financial data have been included as required by the rules of the Securities and Exchange Commission and are provided for comparative purposes only. The unaudited pro forma financial data presented are based upon the historical consolidated financial statements and the historical statements of revenues and direct operating expenses of League Now Holdings Inc and Pure Motion, Inc. and should be read in conjunction with such financial statements and related notes thereto included in this report.

The pro forma financial data are based upon assumptions and include adjustments as explained in the notes to the unaudited pro forma financial statements, and the actual recording of transactions could differ. The unaudited pro forma financial data re not necessarily indicative of the financial results that would have occurred had the purchase been effective on and as of the date indicated and should not be viewed as indicative of operations in future periods.

PF-1

UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL STATEMENTS

FOR

LEAGUE NOW HOLDINGS CORPORATION

AND

PURE MOTION, INC

LEAGUE NOW HOLDINGS CORPORATION AND PURE MOTION, INC
UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 2010

	League
	Now			Pure			Proforma			ProForma
	Holdings, Inc.			Motion, Inc.			Adjustments			Consolidated

CURRENT ASSETS
Cash and cash equivalents		-			9,532						9,532
Inventory		-			314,621						314,621
Prepaid expenses		-			8,981						8,981
		-			333,134						333,134
Investment		-									-
											-
Property, plant and equipment, net		-			10,236						10,236
		-			-						-
Net property plant and equipment		-			10,236						10,236

Intangible asset- patent, net		-			14,833			848,491	A		863,324

Legal fees in escrow		-									-
		-			358,203						1,206,694

CURRENT LIABILITIES											-
Accounts payable		125,844			898,018						1,023,862
Payroll payable		43,750			-						43,750
Accrued payroll taxes		4,590			57						4,647
Notes payable		9,172			-						9,172
Note payable - related party		1,627			130,400			(250,000	) B		382,027
		184,983			1,028,475						1,463,458


STOCKHOLDERS' EQUITY
Preferred stock $0.001 par value, 10,000,000											-
authorized:none issued and outstanding		-			-
											-
											-
Common stock, $0.001 par value, 100,000,000											-
authorized: 45,748,228 Shares issued and		45,748			8,722,848			8,721,348	C		47,248
outstanding at September 30,2010											-
Additional paid-in-capital		76,002			-			-	C		76,002
Accumulated deficit		(306,733	)		(9,393,120	)		(9,319,839	) D		(380,014	)

Total stockholders' equity		(184,983	)		(670,272	)					(256,764	)
		-			358,203						1,206,694

PF-2

LEAGUE NOW HOLDINGS CORPORATION AND PURE MOTION, INC
UNAUDITED PROFORMA CONSOLIDATED STATEMENTOF OPERATIONS
FOR NINE MONTHS ENDED SEPTEMBER 30, 2010

	League
	Now			Pure			Proforma
	Holdings, Inc.			Motion, Inc.			Adjustments		ProForma


SALES
Revenue earned		-			142,855					142,855
TOTAL INCOME		-			142,855					142,855

COST OF SALES
Products					57,448					57,448
		-			85,407					85,407

Operating expenses		33,039			194,717					227,756
					2,475
		33,039			197,192					227,756

Net income before taxes		(33,039	)		(111,785	)				(142,349	)

Interest expense					(5,623	)				(5,623	)
		(33,039	)		(117,408	)				(147,972	)

Provision for income taxes		-			-					-
Net income		(33,039	)		(117,408	)				(150,447	)

Accumulated deficit - beginning of year		(273,694	)		(9,319,839	)	9,319,839	D		(273,694	)
Accumulated deficit - end of period		(306,733	)		(9,437,247	)				(424,141	)

PF-3

LEAGUE NOW HOLDINGS CORPORATION AND PURE MOTION, INC
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009

	League
	Now			Pure					ProForma
	Holdings, Inc.			Motion, Inc.			Adjustments		Consolidated

SALES
Revenue earned		-			128,210					128,210
TOTAL INCOME		-			128,210					128,210

COST OF SALES
Products					38,996					38,996
		-			89,214

Operating expenses		64,052			127,977					192,029
		64,052			127,977					192,029

Net income before taxes		(64,052	)		(38,763	)				(63,819	)

Interest expense					(5,364	)				(5,364	)
		(64,052	)		(44,127	)

Provision for income taxes		-			-					-
Net income		(64,052	)		(44,127	)				(108,179	)

Retained earnings - beginning of year		(209,642	)		(9,275,712	)	9,319,839	D		(165,515	)
Retained earnings - end of year		(273,694	)		(9,319,839	)				(273,694	)

PF-4

NOTES TO

UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma financial data for League Now Holdings Corporation, and Pure Motion, Inc. for the period ended September 30, 2010 has been prepared to give effect to the acquisition by League Now Holdings Inc of Pure Motion, Inc. The column headed Pure Motion, Inc. in the unaudited pro forma statement of operations gives effect to the revenues and direct operating expenses of the acquisition for the period that were not included in the Pure Motion historical financial statements. The unaudited pro forma financial statements are not necessarily indicative of the results of League Now Holdings Corporation future operations.

The unaudited pro forma adjustment notes for the balance sheet are as follows:

A.	The estimated value of contracts purchased and preliminary adjustments to historical book value of Pure Motion, Inc. as a result of the transaction.

B.	$250,000 shareholder loan, to complete the purchase Pure Motion Inc.

C.	Acquisition equity eliminations.

The unaudited pro forma adjustment notes for the statement of operations are as follows:

D.	Elimination of pre-acquisition profits.

PF-5

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