UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(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, 2012

 

[  ]	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.)

 

6980 S. Edgerton Road, Brecksville, Ohio 44141

(Address of principal executive offices) (Zip Code)

 

440-546-9440

(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. Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ] (Do not check if a smaller reporting company)

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]

 

The number of the registrant’s shares of common stock outstanding was 51,945,563 as of May 8, 2012.

 

  

 

LEAGUE NOW HOLDINGS CORPORATION

FORM 10-Q

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These statements 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 forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

As used in this quarterly report, the terms “we”, “us”, “our”, “Registrant”, “the Company” and “League Now” mean League Now Holdings Corporation, a Florida corporation, and our wholly-owned subsidiaries.

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements		4
Condensed Balance Sheets - March 31, 2012 (unaudited) and December 31, 2011		F-1
Condensed Statements of Operations for the three month periods ended March 31, 2012 and 2011 (unaudited)		F-2
Condensed Consolidated Statements of Stockholder’s Deficiency as of March 31, 2012 and December 31, 2011		F-3
Condensed Statements of Cash Flows for the three month periods ended March 31, 2012 and 2011 (unaudited)		F-4
Notes to Condensed Financial Statements (unaudited)		F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures		10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		12
Item 1A. Risk Factors		12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		12
Item 3. Defaults Upon Senior Securities		12
Item 4. [Removed and Reserved]		12
Item 5. Other Information		13
Item 6. Exhibits		13

 

 

Part I – FINANCIAL INFORMATION

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS

 

LEAGUE NOW HOLDINGS CORPORATION

Index to Condensed Financial Statements

 

For the Period Ended March 31, 2012 (unaudited) and December 31, 2011(audited)

 

Balance Sheets (unaudited)	F-1
Statements of Operations (unaudited)	F-2
Stockholder’s Deficiency (unaudited)	F-3
Statements of Cash Flows (unaudited)	F-4
Notes to the Financial Statements (unaudited)	F-5

 

 

LEAGUE NOW HOLDINGS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

 

		March 31,				December 31,
		2012				2011
		(unaudited)
ASSETS
Current assets:
Cash		$	40,867			$	7,281
Accounts receivable			350,443				302,872
Other current assets			21,500				21,204
Total current assets			412,810				331,357
Property and equipment, net			1,719				1,719
Goodwill			839,136				839,136
Total assets		$	1,253,665			$	1,172,212
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable		$	372,523			$	331,755
Accrued expenses and other current liabilities			185,723				162,038
Stockholder' notes and debentures			179,276				146,360
Current portion of long term loans			34,019				41,302
Total current liabilities			771,541				681,455
Notes payable, less current maturities			590,068				599,075
Long term loans			43,724				68,724
			633,792				667,799
Total liabilities			1,405,333				1,349,254
Stockholders' deficiency:
Preferred stock, $0.001 par value; authorized 10,000,000 shares: none issued nor outstanding		$	-			$	-
Common stock, $0.001 par value, authorized 100,000,000 shares; issued and outstanding 51,945,563 and 47,248,851 shares as of March 31, 2012 and December 31,2011 respectively			51,946				47,249
Additional paid in capital			70,304				74,501
Accumulated deficit			(273,918	)			(298,792	)
Total stockholders' deficiency			(151,668	)			(177,042	)
Total liabilities and stockholders' deficiency		$	1,253,665			$	1,172,212

  

See accompanying notes to financial statements.

 

 

LEAGUE NOW HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

UNAUDITED

 

		For three months ended March 31,
		2012				2011
Revenues		$	933,303			$	75,596
Cost of Sales			520,079				19,028
Gross Profit			413,224				56,568
Expenses:
General and administrative			424,693				82,655
Depreciation and amortization			25				1,000
Total expenses			424,718				83,655
Loss from operations			(11,494	)			(27,087	)
Interest expense			-				7,980
Other income-debt forgiven			36,368				-
Profit/(loss) before provision of income taxes			24,874				(35,067	)
Provision for income taxes			-				-
Net profit/(loss)		$	24,874			$	(35,067	)
Net profit per share-Basic and Diluted		$	-			$	-
Weighted average number of shares of common stock outstanding - basic and diluted			51,700,246				47,248,851

  

See accompanying notes to financial statements.

 

 

LEAGUE NOW HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIENCY

As of March 31, 2012 and December 31, 2011

 

						Common				Additional
		Common				Stock				Paid-in				Accumulated
		Stock				Amount				Capital				Deficit				Total
Beginning balance, January 1, 2010			2,859,268			$	2,859			$	118,891			$	(313,811	)		$	(192,061	)
Shares issued pursuant to a 16 for 1 forward split for common stock of stockholders on record at the close of business on October 21, 2010			43,189,020				43,189				(43,189	)							-
Shares issued in connection with the share exchange agreement for the acquisition of Pure Motion Inc. on October 28,2010			1,200,563				1,201				(1,201	)							-
Net Profit, December 31, 2010															1,132				1,132
BALANCE DECEMBER 31, 2010			47,248,851			$	47,249			$	74,501			$	(312,679	)			(190,929	)
Net Profit, December 31, 2011															13,887				13,887
BALANCE DECEMBER 31, 2011			47,248,851			$	47,249			$	74,501			$	(298,792	)			(177,042	)
Shares retired on January 20, 2012			(25,803,288	)			(25,803	)			25,803								-
Shares issued in connection with the share exchange agreement for the acquisition of Infinity Systems Holding Group on January 20,2012			30,000,000				30,000				(30,000	)							-
Shares issued in exchange for services			500,000				500												500
Net Profit, March 31, 2012															24,874				24,874
BALANCE MARCH 31, 2012			51,945,563			$	51,946			$	70,304			$	(273,918	)		$	(151,668	)

 

See accompanying notes to financial statements.

 

 

LEAGUE NOW HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED

 

		For three months ended March 31,
		2012				2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit/(loss)		$	24,874			$	(35,067	)
Adjustments to reconcile increase/(decrease) in net assets to cash provided by operating activities:
Amortization			-				500
Depreciation			-				1,856
Changes in operating assets and liabilities:
Accounts receivable			(47,571	)			(4,362	)
Decrease in inventory			-				17,946
Other current receivables			(296	)			1,943
Reduction in the value of goodwill			-				88,761
Stockholder notes and debentures			32,919				-
Accounts payable			40,767				(118,104	)
Increase/(decrease) in accrued expenses and
Other current liabilities			23,682				28,588
Current portion of long term loans			(7,283	)			-
Net cash provided by/(used in) operating activities			67,093				(17,939	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			-				(821	)
Net cash (used in) investing activities			-				(821	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issue of common stock			500				-
Repayment from notes payable			(9,007	)			23,757
Repayment from long term loans			(25,000	)			-
Net cash (used in)/provided by financing activities			(33,507	)			23,757
INCREASE IN CASH			33,586				4,997
CASH - BEGINNING OF YEAR			7,281				6,436
CASH - END OF PERIOD		$	40,867			$	11,433

 

See accompanying notes to financial statements.

 

 

LEAGUE NOW HOLDINGS CORPORATION

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(UNAUDITED)

 

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

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 nine months period ended March 31, 2012 are not necessarily indicative of results that may be expected for the year ending December 31, 2011. The condensed financial statements are presented on the accrual basis.

 

Organization League Now Holdings Corporation was incorporated under the laws of the State of Florida on September 21, 2005. The Company and 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 was 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, twenty-four hours a day, seven days a week.

 

On January 20, 2012 the company entered into a Stock Purchase Agreement and Share Exchange (the “Agreement”) with Infiniti Systems Group, Inc. (“Infiniti”). Pursuant to the Agreement, the Company agreed to issue 30 million common shares of its common stock to the shareholders of Infiniti in exchange for 100% of the issued and outstanding capital stock of Infiniti. The shares issued to the shareholders of Infiniti represent 60% of its issued and outstanding capital stock on a fully diluted basis (the “Stock Consideration”). In addition, the Chief Executive Officer and Chief Financial Officer, Mario Barton, has resigned from those offices. John Bianco, the Chief Executive Officer of Infiniti, has agreed to serve as the Company’s new President and Chief Executive Officer. The new Treasurer and Chief Financial Officer is Lisa Bischof, and the new Secretary and Chief Operating Officer is D. Bruce Veness. The transactions contemplated by the Agreement were closed on January 31, 2012, with the Company issuing 30 million shares to Bianco, Veness and Bischof. Contemporaneously with the closing, Mr. James Pregiato, a former officer and director of the Company returned 25,803,288 shares of our common stock which were held by him to the Company’s treasury.

 

Infiniti Systems Group, Inc was organized under the laws of the State of Ohio on January 2 1995. The Company provides technology integration services to businesses. These services include management consulting, e-business services, application development, facilities development and network development. The Company’s principal office is in Brecksville, Ohio, with an additional office in Raleigh, North Carolina. On December 11, 1998, the Company changed its corporate name from J.L. Consulting, Inc. to Infiniti Systems Group, Inc.

 

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.

 

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.

 

Loss Per Share Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of March 31, 2012, there were no common share equivalents outstanding.

 

Revenue Recognition The Company recognizes revenue on arrangements in accordance with FASB ASC 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

NOTE 2. GOING CONCERN

 

As reflected in the accompanying consolidated financial statements, the Company had a working capital deficiency of $358,731 and a stockholder’s deficiency of $151,668 and as of March 31, 2012. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

 

NOTE 3. PROPERTY AND EQUIPMENT

 

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major renewals and betterments that extend over the useful lives of property and equipment are capitalized. Depreciation and amortization of property and equipment is recorded using the straight-line method over the estimated useful life of the relative assets, which range as follows:

 

		March 31,				December 31,
		2012				2011
Furniture and Fixtures		$	181.952			$	181.952
Office equipment and Software			88.239				88,239
			270.191				270,191
Accumulated depreciation			268,472				268,472
Total		$	1,719			$	1,719

 

Expenditures for maintenance and repairs are charged to expense as incurred

 

NOTE 4. NOTE PAYABLE

 

On June 10, 2010 the Company borrowed $4,672 from a third party. The note is non-interesting bearing and is due in one year. This note has been cancelled as of June 30, 2011 and is of no further force and effect at this time.

 

On June 30, 2010 the Company borrowed $3,500 from a third party. The note is non-interesting bearing and is due in one year. This note has been cancelled as of June 30, 2011 and is of no further force and effect at this time.

 

NOTE 5. NOTE PAYABLE – RELATED PARTY

 

On August 1, 2009 the Company borrowed $1,627 from the officer of the company. The note is non-interesting bearing and is due in one year. This note has been cancelled as of June 30, 2011 and is of no further force and effect at this time.

 

On March 31, 2012 the Eric Bischof loan for $25,000 was forgiven to the company. Services will be provided for application development to his company going forward for $12,500 as total repayment.

 

NOTE 6. STOCKHOLDER’S DEFICIENCY

 

On May 29, 2009, the Company’s stockholders approved a 1 for 6 reverse stock split for its common stock. As a result, stockholders of record at the close of business on July 1, 2009, received one share of common stock for every six shares held. Common stock, additional paid-in capital, share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

 

On January 19, 2010, the Company’s stockholders approved a 2 for 1 forward stock split for its common stock. As a result, stockholders of record at the close of business on January 19, 2010, received two shares of common stock for every one share held. Common stock, additional paid-in capital, share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

 

 

On April 26, 2010, the Company’s stockholders approved a 1 for 3 reverse stock split for its common stock. As a result, stockholders of record at the close of business on June 1, 2010, received one shares of common stock for every three share held. Common stock, additional paid-in capital, share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

 

On October 4, 2010, the Company’s stockholders approved a 16 for 1 forward stock split for its common stock. As a result, stockholders of record at the close of business on October 21, 2010, received sixteen shares of common stock for every one share held. Common stock, additional paid-in capital, share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

 

On October 6, 2010, we acquired 100% of the issued and outstanding shares of Pure Motion, Inc., a company that specializes in developing and improving fine motor skills and mental acuity in recreational sports products and systems in exchange for 24,009,008 post split shares of the Company’s common stock. In accordance with the share exchange agreement, the Company agreed to repurchase and cancel 38,048,000 post split shares of common stock from the former CEO for an initial payment of $100,000 and additional payments of $50,000 on October 31, 2010, November 30, 2010 and December 31, 2010 respectively. The transaction was accounted for as a purchase by the Company of Pure Motion, Inc. Upon closing of the transaction, Mr. Pregiato resigned as an officer and director of the Company.

 

In May, 2011, the transaction with Pure Motion, Inc. was rescinded and the TOMI golf product and the patents and technology of the Company were returned to the Shareholders of Pure Motion, in exchange for the cancellation of shares that were to have been issued to them. The shares outstanding, at the present time, reflect the absence of any shares ever being issued to the Pure Motion, Inc. Shareholders, by the Company, either upon or subsequent to the closing of the transaction on October 6, 2010, since no such shares were ever issued by the Board following the acquisition of control by Pure Motion’s shareholders of the Company and its affairs. Simultaneously with the withdrawal and rescission of the acquisitive transaction of October 6, 2010, the Company entered into a license agreement (“the License Agreement”) with Pure Motion for the exclusive right to use and exploit its motion capture technology with respect to all medical applications (the Licensed Technology”). In addition to the License Agreement, the Company entered into a consulting agreement (“the Consulting Agreement”) with the former Chief Executive Officer, Mario Barton (who is also the CEO of Pure Motion, Inc.) to stay with the Company as a consultant with regard to the deployment of the medical applications licensed by Pure Motion to the Company, as well as an employment agreement (“the Employment Agreement”) which secure the continuation of his services as President and Chief Executive Officer of the Company for a period of twelve (12) months from the date thereof. The Consulting Agreement and the Employment Agreement provide for no payment of any compensation to Mr. Barton, other than payments which may be due him based upon the successful marketing and deployment of the Licensed Technology.

 

 

On January 20, 2012 the company entered into a Stock Purchase Agreement and Share Exchange (the “Agreement”) with Infiniti Systems Group, Inc. (“Infiniti”). Pursuant to the Agreement, the Company agreed to issue 30 million common shares of its common stock to the shareholders of Infiniti in exchange for 100% of the issued and outstanding capital stock of Infiniti. The shares issued to the shareholders of Infiniti represent 60% of its issued and outstanding capital stock on a fully diluted basis (the “Stock Consideration”). In addition, the Chief Executive Officer and Chief Financial Officer, Mario Barton, has resigned from those offices. John Bianco, the Chief Executive Officer of Infiniti, has agreed to serve as the Company’s new President and Chief Executive Officer. The new Treasurer and Chief Financial Officer is Lisa Bischof, and the new Secretary and Chief Operating Officer is D. Bruce Veness. The transactions contemplated by the Agreement were closed on January 31, 2012, with the Company issuing 30 million shares to Bianco, Veness and Bischof. Contemporaneously with the closing, Mr. James Pregiato, a former officer and director of the Company returned 25,803,288 shares of our common stock which were held by him to the Company’s treasury.

 

 

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 (i) in our Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on April 16, 2012, including the audited financial statements and notes included therein as of and for the year ended December 31, 2011, 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

 

Business Overview

 

Infiniti Systems Group, Inc. 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.

 

 

The Company is a reseller for Microsoft and McAfee products for many of our clients. We market our managed IT services to the small to medium businesses and our security staffing sales to Fortune 1000 companies. Our 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 security, Unix and Linux security, Internet security, 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.

 

Managed Services

 

Infiniti’s managed services is a cost effective approach to outsourcing some or all effort required to build or maintain an IT infrastructure environment. “Infrastructure” refers to:

 

●

computers that function as servers and workstations;

●

hubs, switches, routers making up hard wired and wireless connectivity;

●

printers, scanners, tape drives and other workflow peripherals;

●

and software components relating to program and data backup, virus projection, and security.

 

Our managed service consists of:

 

●

Problem Resolution

●

Preventive Maintenance

●

Remote Access Support

●

Remote Monitoring

●

Dispatch Desk

●

Help Desk

●

Virtual CIO/CTO

 

Security Consulting

 

We offer a complete line of security service to help our clients develop, implement and maintain effective security awareness programs. We have developed an information security practice that is time-tested and client specific. We focus on the following areas:

 

●

Network Security and Vulnerability Assessment:

●

Network Penetration Testing:

●

Security Policies and Procedures (ISO 17799 compliant):

●

Security Awareness Training:

●

PCI Compliance Review:

 

 

Staffing Services

 

Our professional staffing and recruiting services provide the top IT talent for temporary and permanent placement for the lowest cost to our customers. Infiniti will also complete the entire project as a turnkey operation, or assist our client’s staff with project completion as part of an in-house/outside consultant team approach.

 

Products

 

We also provide our clients with the latest in Firewalls/Gateway Security, Network/Internet Security and Messaging Security and Backup/Restore.

 

Market Opportunity

 

Infiniti has positioned itself in the IT consulting business by being able to market its services to small and mid-size firms, while also being able to capture the larger market for Fortune 1000 companies. We continue to build partnerships with various vendors to enable us to offer unique support and solutions to our customers. The market need for outside IT services continues to grow as businesses seek to save money by out-sourcing many of the necessary functions which our company offers.

 

Industry Overview

 

The IT service industry continues to be one of the fastest growing in the United States. The dependency of most businesses on information technology platforms and security has grown at a pace relative to the development of the computer and internet businesses. In addition, the recent recession has left businesses seeking ways to cut costs without risking damage to their companies. One way has been outsourcing of certain services, including human resources, accounting, information technology and security. Moreover, many companies have short-term staffing needs but concerns about fulltime employment costs and expenses (such as payroll taxes, disability and workers’ compensation premiums, health insurance contributions and employment related liabilities). Our staffing solutions provide a way for our clients to get the short-term staffing they need for projects while avoiding these potential liabilities. Our competition is large with staffing and security companies, but our pricing gives us a competitive advantage to open doors in this marketplace.

 

Continued Development

 

The Company plans to continue to develop each of its practice areas. Part of our business model includes using contractors to deliver around 50% of our consulting work to minimize bench time for our staff after completion of projects.

 

We currently do not own any intellectual property but are working in healthcare space to develop a product to better handle medical processing of claims and significantly reduce medical costs. We have not yet chosen a name for this product. Our plan is to have the product developed by the end of 2012, with a number of installations to commence in 2013. This product could provide significant growth to our revenue and profitability.

 

RESULTS OF OPERATIONS

 

Results of Operations

Comparison of the Three Months Ended March 31, 2012 with the Three Months Ended March 31.2011

 

Sales

 

Sales for the period ended March 31, 2012 were $969,671 for the first quarter. This is up substantially from the revenue from the first quarter of 2011.

 

Cost of Goods Sold

 

Cost of Goods Sold for the period ended March 31, 2012 was $726,346.

 

Gross Profit

 

Our gross profit was $243,325 for the period ended March 31, 2012, In comparison to 2011 where there was no sales recorded.

 

Selling and marketing expenses

 

Sales and marketing expenses consist primarily of direct charges for staff compensation costs, advertising, sales promotion, marketing and trade shows. Selling and marketing costs $64,375 for the period ended March 31, 2012. In 2011, no sales were recorded.

 

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of the cost of executive, administrative, and finance personnel, as well as professional fees. General and administrative expenses increased to $61,171 for period ending March 31, 2012 as compared to $16,700.00 during the period ended March 31, 2011. We believe that our existing executive and administrative staffing levels are going to increase to allow for moderate growth.

 

Capital Resources and Liquidity

 

As of March 31, 2012 we had $40.867 in cash. As reflected in the accompanying financial statements, we had an increase of cash in our operations of $33,586 and had a net profit of $5,612 for the three months ended March 31, 2012. In addition, the Company had a working capital deficiency of $358,730 and a stockholders’ deficiency of $31,807, respectively. 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.

 

We may not have sufficient resources to fully develop any new products or technologies or expand our inventory levels unless we are able to raise additional financing. We 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. Our failure to raise capital when needed would adversely affect our business, financial condition and results of operations, and could force us to reduce or cease our operations.

 

We believe that we 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 to fund product development and increasing inventory levels can be secured at terms satisfactory to the Company, 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 business will have to absorb any inflationary increases on development costs in the short-term, with the expectation that it will be able to pass inflationary increases on costs on to our customers through price increases on the release of these new/enhanced products into the market and hence the management do not expect inflation to be a significant factor in our business.

 

Off-Balance Sheet Arrangements

 

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

 

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.

 

We base our estimates and judgments on our experience, our current knowledge, our beliefs of what could occur in the future, our observation of trends in the industry, information provided by our customers and information available from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following accounting policies and estimates as those that we believe are most critical to our 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.

 

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.

 

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 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.

 

 

Our 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, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective:

 

●   to give reasonable assurance that the information required to be disclosed by us in reports that we 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 we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our CEO and our Treasurer, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting. There are no changes in our internal control over financial reporting during our 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

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the caption “Risk Factors” in Part I, “Item 1. Description of Business” in our Annual Report on Form 10-KSB for the year ended December 31, 2011 which could materially affect our business prospects, financial condition or future results. There have been no other material changes during the three months ended March 31, 2012 to the risk factors discussed in the periodic report noted above.

 

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. 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.

 

ITEM 3. DEFAULTS UPON SENIOR DEBT

 

None

 

ITEM 4. [Removed and Reserved]

 

None

 

 

ITEM 5. OTHER INFORMATION

 

On January 20, 2012, we entered into a Stock Purchase Agreement and Share Exchange (the “Agreement”) with Infiniti Systems Group, Inc. (“Infiniti”). Pursuant to the Agreement, the Company agreed to issue 30 million common shares of our stock to the shareholders of Infiniti in exchange for 100% of the issued and outstanding capital stock of Infiniti. The shares issued to the shareholders of Infiniti represent 60% of our issued and outstanding capital stock on a fully diluted basis (the “Stock Consideration”). In addition, our Chief Executive Officer and Chief Financial Officer, Mario Barton, resigned from those offices. John Bianco, the Chief Executive Officer of Infiniti, was appointed the Company’s new President and Chief Executive Officer. Our new Treasurer and Chief Financial Officer is Lisa Bischof, and our new Secretary and Chief Operating Officer is D. Bruce Veness. The transaction closed on January 31, 2012, with the Company issuing 30 million shares to Bianco, Veness and Bischof. Contemporaneously with the closing, James Pregiato returned 25,803,288 shares of our common stock which were held by him.

 

ITEM 6. EXHIBITS

 

Exhibits:

 

Exhibit No.		Description
2.1		Stock Purchase Agreement and Share Exchange by and between League Now Holdings Corporation and Infiniti Systems, Group, Inc., dated January 30, 2012
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to League Now Holdings Corporation’s Registration Statement on Form SB-2, filed on February 1, 2008)
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to League Now Holdings Corporation’s Registration Statement on Form SB-2 filed on February 1, 2008)
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 Extension Schema*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		XBRL Taxonomy Extension Definition Linkbase*
101.LAB		XBRL Taxonomy Extension Label Linkbase*
101.PRE		XBRL Taxonomy Presentation Linkbase*

 

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 16, 2012	/s/ John Bianco
	Chief Executive Officer
	/s/ Lisa Bischof
	Chief Financial Officer