UNITED STATES OF AMERICA
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Florida | 20-35337265 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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LEAGUE NOW HOLDINGS CORPORATION
FORM 10-Q
SHEETS COPORATION financial statements and notes for the year ended December 31, 2011, thereto contained in League Now's Form 10-K. assumptions. to be paid in cash. The debenture requires that any distribution to stockholders made while the debenture is outstanding be accompanied by a payment to the debenture holder in the amount that would have been received by the debenture holder had the debenture been converted to common stock immediately prior to the stockholder distribution. On March 31, 2012 the results. Restore as a reseller for the industry's top software product manufacturers like Microsoft, McAfee and Good Technologies. services, territories and customer base. No revenue was reported last year second quarter. Infiniti revenues have increased by 13% from last year through June 30. We have seen an increase need for temporary IT staff, security products and consulting in 2012. Year to date sales as of June 30, 2012 reached $1,905,052. Revenues $784,928. Cost includes the employee/contractor costs and security product costs for the period. Year to date Cost of Revenues was $1,511,274 as of June 30, 2012. June 30, 2012 were $588,099.“Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”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.“may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,”"may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or “continue”"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”"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.“we”"we", “us”"us", “our”"our", “Registrant”, “the Company” and “League Now”"League Now" mean League Now Holdings Corporation, a Florida corporation, and our wholly-owned subsidiaries.2PART I - FINANCIAL INFORMATION Item 1. Financial Statements 4 Condensed Balance Sheets - March 31,– June 30, 2012 (unaudited) and December 31, 2011F-1 Condensed Statements of Operations for the three and six month periods ended March 31,June 30, 2012 and 2011 (unaudited)F-2 Condensed Consolidated StatementsStatement of Stockholder’sChanges in Stockholders’ Deficiency as of March 31,for the six month period ended June 30, 2012 and December 31, 2011(unaudited) F-3 Condensed Statements of Cash Flows for the threesix month periods ended March 31,June 30, 2012 and 2011 (unaudited)F-4 Notes to Condensed Financial Statements (unaudited) F-55 Item 2. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations513 Item 3. Quantitative and Qualitative Disclosures About Market Risk . 19 Item 4. Controls and Procedures 1019 PART II - OTHER INFORMATION Item 1. Legal Proceedings 1220 Item 1A. Risk Factors 1220 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1221 Item 3. Defaults Upon Senior Securities 1222 Item 4. [Removed and Reserved] 1222 Item 5. Other Information 1322 Item 6. Exhibits 13323For the Period Ended March 31, 2012 (unaudited) and December 31, 2011(audited)Balance Sheets (unaudited) F-1 Statements of Operations (unaudited) F-2 Stockholder’sStatements of Stockholders' Deficiency (unaudited)F-3 Statements of Cash Flows (unaudited) F-4 Notes to the Financial Statements (unaudited) F-5 4SHEET 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 June 30, December 31, 2012 2011 (unaudited) ASSETS Current assets: Cash $ 15,996 $ 7,281 Accounts receivable 623,594 302,872 Note receivable 10,000 - Other current assets 372 21,204 Total current assets 649,962 331,357 Property and equipment, net 278 1,719 Other assets: Goodwill 879,253 879,253 Loan fees, net 4,185 - Other noncurrent assets 5,596 - 889,034 879,253 Total assets $ 1,539,274 $ 1,212,329 LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities: Lines of credit $ 534,687 $ - Current portion of long-term loans 84,248 41,302 Accounts payable 726,104 331,755 Accrued expenses and other current liabilities 97,318 162,038 Stockholders' notes and debentures - 94,860 Total current liabilities 1,442,357 629,955 Notes payable, less current maturities - 599,075 Long-term loans 124,105 68,724 Stockholders' notes and debentures 128,034 - 252,139 667,799 Total liabilities 1,694,496 1,297,754 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 53,445,563 and 47,248,851 shares as of June 30, 2012 and December 31, 2011 respectively 53,446 47,549 Additional paid-in capital 208,304 74,201 Accumulated deficit (416,972 ) (207,175 ) Total stockholders' deficiency (155,222 ) (85,425 ) Total liabilities and stockholders' deficiency $ 1,539,274 $ 1,212,329 F-1STATEMENTSTATEMENTS OF OPERATIONSUNAUDITED 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 For three months ended June 30, For six months ended June 30, 2012 2011 2012 2011 Revenues $ 960,381 $ - $ 1,905,052 $ - Cost of revenues 784,928 - 1,511,274 - Gross profit 175,453 - 393,778 - Expenses: General and administrative 323,968 12,500 588,099 12,500 Depreciation and amortization 1,441 - 1,441 - 325,409 12,500 589,540 12,500 Loss from operations (149,956 ) (12,500 ) (195,762 ) (12,500 ) Interest expense (19,953 ) - (39,035 ) - Gain on extinguishment of debt - - 25,000 - Loss before provision for income taxes (169,909 ) (12,500 ) (209,797 ) (12,500 ) Provision for income taxes - - - - Net loss $ (169,909 ) $ (12,500 ) $ (209,797 ) $ (12,500 ) Net loss per share - basic and diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Weighted average number of shares of common stock outstanding - basic and diluted 52,110,398 47,248,851 51,510,192 47,248,851 F-2CORPORATIONSTOCKHOLDER’SSTOCKHOLDERS' DEFICIENCYAs 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 ) Common Stock Common Additional Common Stock Paid-in Accumulated Stock Amount Capital Deficit Total BALANCE DECEMBER 31, 2010 47,248,851 $ 47,249 $ 74,501 $ (272,562 ) $ (150,812 ) Net income 65,387 65,387 BALANCE DECEMBER 31, 2011 47,248,851 $ 47,249 $ 74,501 $ (207,175 ) $ (85,425 ) 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 on January 30, 2012 500,000 500 34,500 - 35,000 Shares issued in exchange for services on June 21, 2012 1,500,000 1,500 103,500 - 105,000 Net loss - - - (209,797 ) (209,797 ) BALANCE JUNE 30, 2012 53,445,563 $ 53,446 $ 208,304 $ (416,972 ) $ (155,222 ) F-3STATEMENTSTATEMENTS OF CASH FLOWSUNAUDITED 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 For six months ended June 30, 2012 2011 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (209,797 ) $ (12,500 ) Adjustments to reconcile net loss to cash provided by/(used in) operating activities: Depreciation 1,441 - Amortization of loan fees 477 - Gain on extinguishment of debt (25,000 ) - Promissory notes issued in exchange for services 1,000 - Stock issued for services 140,000 - Changes in operating assets and liabilities: Accounts receivable (320,722 ) - Other current assets (372 ) - Other noncurrent assets 946 Accounts payable 393,173 12,500 Accrued expenses and other current liabilities 28,424 (3,193 ) Net cash provided by/(used in) operating activities 9,570 (3,193 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments on lines of credit, net (7,121 ) - Proceeds from stockholder notes and debentures 42,132 - Repayment of stockholder notes and debentures (8,958 ) - Repayment of notes payable and long-term loans (26,908 ) - Net cash used in financing activities (855 ) - NET INCREASE (DECREASE) IN CASH 8,715 (3,193 ) CASH - BEGINNING OF PERIOD 7,281 6,436 CASH - END OF PERIOD $ 15,996 $ 3,243 Supplemental Disclosures: Cash paid for interest $ 38,106 $ - Cash paid for income taxes $ - $ - Supplemental Non-Cash Disclosures: Stock issued for consideration in Infiniti transaction Common stock $ 30,000 $ - Additional paid-in capital (30,000 ) - $ - $ - Common stock forfeiture as part of Infiniti transaction Common stock $ (25,803 ) $ - Additional paid-in capital 25,803 - $ - $ - F-4MARCH 31,JUNE 30, 2012SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBUSINESS AND ORGANIZATIONBasis of Presentation The accompanying unaudited condensed financial statements are presented in accordance with generally accepted accounting principles for interim financial informationthe 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.Organizationorganization.Infiniti Systems Group, Inc On11, 1998,31, 2012.Company changed its corporate name from J.L. Consulting, Inc. to Infiniti Systems Group, Inc.Estimates In preparingestimates. The preparation of financial statements in conformity with accounting principles generally accepted accounting principles,in the United States of America requires 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 the reported amounts of revenues and expenses during the reported period.reporting periods. Actual results could differ from those estimates.Cashestimates 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.Recognitionrecognition. The Company recognizes revenue on arrangementsservice offerings in accordance with FASB ASCAccounting Standards Codification (ASC) No. 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.Office equipment 5-7 years Computers and peripherals 5 years Computer software 5 years GOING CONCERNAsSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)consolidatedstatement of operations. Total advertising expenses were $2,480 and $- for the six months ended June 30, 2012 and 2011, respectively.thehave been prepared assuming that League Now will continue as a going concern. The Company had a working capital deficiency of $358,731$792,395 and a stockholder’sstockholder's deficiency of $151,668$155,222 and as of March 31,June 30, 2012. These factorsconditions raise substantial doubt about itsLeague Now's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’sCompany'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.F-53.5. PROPERTY AND EQUIPMENT Computers and peripherals $ 181,952 $ 181,952 Office equipment 59,816 59,816 Computer software 28,423 28,423 270,191 270,191 Less: accumulated depreciation (269,913 ) (268,472 ) $ 278 1,719
Depreciation expense was $1,441 and $- for the six months ended June 30, 2012 and 2011, respectively.stated at cost,shown 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$2,492 and equipment$2,015 at June 30, 2012 and December 31, 2011, respectively.recorded usingas follows:Year ending December 31, 2012 $ 477 2013 954 2014 954 2015 954 2016 846 $ 4,185 straight-line method over the estimated useful lifelines of the relative assets,credit are payable on demand and bear interest between 0% and 22.24% per annum. Interest is payable monthly. The credit lines are unsecured.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 incurredNOTE 4. NOTE PAYABLEOn 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 cancelledwas used as of June 30, 20112012 and isDecember 31, 2011. Advances on the credit line are payable on demand and carry an interest rate of no further force and effect1.25% over the bank's prime rate, 4.50% at this time.On June 30, 20102012. Interest is payable monthly. The credit line is secured by all assets of the Company, borrowed $3,500 fromincluding accounts receivable, inventory (if acquired), office equipment, and the personal guaranty of a third party.Company officer/stockholder.noteloan requires 42 monthly payments of $3,066 and bears interest at a fixed rate of 6%. The loan is non-interesting bearingsecured by an officer/stockholder of the Company. $41,399 and is due in one year. This note has been cancelled$47,087 was outstanding as of June 30, 2012 and December 31, 2011, and is of no further force and effect at this time.NOTE 5. NOTE PAYABLE – RELATED PARTYOn August 1,respectively.borrowed $1,627obtained two $25,000 SBA-backed term loans from commercial banks. Each loan requires 84 monthly payments of $390 and includes interest at 4.75% above the officerbank’s prime rate, 8.00% at June 30, 2012. The term loan is secured by the personal guaranty of the company. The note is non-interesting bearinga Company officer/stockholder. $34,719 and is due in one year. This note has been cancelled$37,939 was outstanding as of June 30, 2012 and December 31, 2011, respectively.of no further force and effect at this time.Eric Bischof loanconvertible debenture 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.Years ending December 31, 2012 $ 38,717 2013 68,165 2014 43,719 2015 44,360 2016 13,003 Thereafter 389 $ 208,353 6. STOCKHOLDER’S10. STOCKHOLDER'S DEFICIENCYOn May 29, 2009, the Company’s stockholders approved1 for 6 reversepar value of $0.001 per share and 10,000,000 shares of preferred stock, split for its common stock. As a result, stockholders of record at the close of business on July 1, 2009, received one share ofpar value $0.001 per share. All common stock for every six shares held. Common stock, additional paid-in capital, sharehave equal voting rights, are non-assessable and have one vote per share data for prior periods have been restated to reflectshare. Voting rights are not cumulative and, therefore, the stock split as if it had occurred at the beginningholders of more than 50% 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 onecould, if they choose to do so, can elect all of League Now's directors.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.
forfeitureF-6On 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. F-7 For the three months ended June 30, 2012 For the three months ended June 30, 2011 Net earnings from operations $ (169,909 ) $ (12,500 ) Weighted-average common shares 52,110,398 47,248,851 Effect of dilutive securities - - Dilutive potential common shares 52,110,398 47,248,851 Net earnings per share from operations: Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) For the six months ended June 30, 2012 For the six months ended June 30, 2011 Net earnings from operations $ (209,797 ) $ (12,500 ) Weighted-average common shares 51,510,192 47,248,851 Effect of dilutive securities: Warrants - - Options to purchase common stock - - Dilutive potential common shares 51,510,192 47,248,851 Net earnings per share from operations: Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) 2012 2011 2012 2011 General and administrative $ 105,000 $ - $ 140,000 $ - (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.resultsInc.("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.5The CompanyMcAfee products for many of our clients.other security products. We market our managed IT services to the small to medium businesses and our security and staffing salesservices 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,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.servicesservice 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. ● Problem Resolution ● Preventive Maintenance ● Remote Access Support ● Remote Monitoring ● Dispatch Desk ● Help Desk ● Virtual CIO/CTO ● Network Security, and Vulnerability Assessment:Assessment, Penetration Testing● Mobile Device Security: ● Network Penetration Testing:●Security Policies and Procedures (ISO 17799 compliant): ● Security Awareness Training: ● PCI Compliance Review: 6Restore.forof 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.Continued DevelopmentPart ofWe are currently looking at acquisition opportunities to expand 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.the end of 2012,mid-2013, with a number of installations to commence also in 2013. This product could provide significant growth to our revenue and profitability.March 31,June 30, 2012 with the Three Months Ended March 31.2011SalesSalesJune 30, 2011 and Six Months Ended June 30, 2012 with the Six Months Ended June 30, 2011periodthree months ended March 31,June 30, 2012 were $969,671 for the first quarter.$960,381. This is up substantially from the revenue from the firstsecond quarter of 2011.Goods SoldGoods SoldRevenues for the periodthree months ended March 31,June 30, 2012 was $726,346.$243,325$175,453 for the periodthree months ended March 31,June 30, 2012, In comparison to 2011 where there was no sales or gross profit recorded.Selling This includes both staffing and marketing expensesSales and marketing expenses consist primarily of direct charges for staff compensation costs, advertising, sales promotion, marketing and trade shows. Selling and marketing costs $64,375security product gross profit for the period ended March 31, 2012. In 2011, no sales were recorded.
period. Gross Profit year to date as of June 30, 2012 was $393,778.7$61,171$323,968 for periodthree months ending March 31,June 30, 2012 as compared to $16,700.00$12,500 during the periodthree months ended March 31,June 30, 2011. We believe that our existing executive and administrative staffing levels are going to increase to allowsupport our growth plan of 20% per year in our business plan. G&A Expenses year to date for moderate growth.March 31,June 30, 2012 we had $40.867$15,996 in cash. As reflected in the accompanying financial statements, we had an increase of cash in our operations of $33,586$8,715 and had a net profitloss of $5,612$169,909 for the three months ended March 31,June 30, 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.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.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.8·● 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. (“("Share-based Awards”Awards") based on the estimated grant/issue-date fair value using the Black-Scholes-Merton option pricing model (“("Black-Sholes Model”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.9(“ASU”("ASU") 2011-11, Balance Sheet - Offsetting.This guidancerequiresguidance 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.“Testing"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.(“ASU”("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.“Boards”"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"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.101110-KSB10-K 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 threesix months ended March 31,June 30, 2012 to the risk factors discussed in the periodic report noted above.None12Exhibit No. Description 2.1Stock Purchase Agreement and Share Exchange by and between League Now Holdings Corporation and Infiniti Systems, Group, Inc., dated January 30, 20123.1Articles 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)3.2Bylaws (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.* Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 101.INSXBRL Instance Document*101.SCHXBRL Taxonomy Extension Schema*101.CALXBRL Taxonomy Extension Calculation Linkbase*101.DEFXBRL Taxonomy Extension Definition Linkbase*101.LABXBRL Taxonomy Extension Label Linkbase*101.PREXBRL Taxonomy Presentation Linkbase* League Now Holdings Corporation (Registrant) Date: May 16,August 13, 2012/s/ John Bianco Chief Executive Officer /s/ Lisa Bischof Chief Financial Officer 13