Cuentas Inc. - FORM 10-K/A

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EX-31.1 - CERTIFICATION - Cuentas Inc.	ex31_1.htm
EX-31.2 - CERTIFICATION - Cuentas Inc.	ex31_2.htm
EX-32.2 - CERTIFICATION - Cuentas Inc.	ex32_2.htm
EX-32.1 - CERTIFICATION - Cuentas Inc.	ex32_1.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

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 Number

5601 W. Spring Parkway
Plano, TX		75021
Address of principal executive offices		Zip Code

(972) 378-6600

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

_______________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o

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 o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 definition of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates (excluding voting shares held by officers and directors) as of April 13, 2011 was $14,001,459.00

70,007,296 common shares, $0.001 par value, were outstanding on April 13, 2011.

LEAGUE NOW HOLDINGS CORPORATION

INDEX TO FINANCIAL STATEMENTS

	Page


Report of the Independent Registered Public Accountant	2


Financial Statements

Consolidated Balance Sheet as of December 31, 2010 and 2009	3

Consolidated Statement of Operations for the years ended December 31, 2010 and 2009	4

Consolidated Statement of Shareholder’s Equity	5

Consolidated Statement of Cash Flows for the years ended December, 31, 2010 and 2009	6

Notes to the Financial Statements.	7-10

EXPLANATORY NOTE

League Now Holdings Corporation (the “Company”) is filing this Amendment No.1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year period ended December 31, 2010 (the “Form 10-K”) for the sole purpose amending Item 8, Financial Statements. In this Amendment we are refilling the applicable financial statements in a searchable format. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

This Amendment does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures affected by subsequent events. Except as described above, no other modifications or changes have been made to the Form 10-K as originally filed or the exhibits filed therewith. Other events occurring after the filing of the Form 10-K or other disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K.

Item 8. Financial Statements

LEAGUE NOW HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEET
As of December 31,

	2010			2009
ASSETS

Current assets:
Cash	$	6,436		$	-
Inventory		314,621			-
Prepaid expenses		10,784			-
Total current assets		331,841			-

Property and equipment, net		12,092			-
Goodwill		695,793
Patent, net		14,833			-

Total assets	$	1,054,559		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	1,070,106		$	111,665
Other accrued liabilities		4,865			38,652
Shareholders' notes and debentures		126,000			1,627
Accrued interest, shareholders' notes and debentures		4,400			-
Total current liabilities		1,205,371			151,944

Stockholders' Equity (Deficiency):

Preferred stock, $0.001 par value; authorized 10,000,000 shares:
none issued and outstanding as of December 2010 and 2009	$	-		$	-
Common stock, $0.001 par value, authorized 100,000,000
shares; issued and outstanding 8,577,758 shares
as of December 31, 2010 and 2009, respectively		8,578			8,578
Additional paid in capital		113,172			113,172
Accumulated deficit		(272,562	)		(273,694	)
		(150,812	)		(151,944	)
Total liabilities and stockholders' equity	$	1,054,559		$	-

See accompanying notes to financial statements.

LEAGUE NOW HOLDINGS CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

For the years ended December 31,

	2010		2009

Sales	$	63,768	$	-
Cost of sales		4,361		-
		59,407		-
Expenses:
Selling, general and administrative		57,656		64,052
Depreciation and amortization		619		-

Total expenses		58,275		64,052

Loss from operations		1,132		(64,052	)

Interest expense		-		-

Loss before provision of income taxes		1,132		(64,052	)

Provision for income taxes		-		-
Net loss	$	1,132	$	(64,052	)

Net profit/(loss) per share - basic and diluted	$	-	$	(0.01	)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		8,577,758		8,577,758

See accompanying notes to financial statements.

LEAGUE NOW HOLDINGS CORPORATION

Consolidated Statements of Shareholders' Equity

			Common		Additional
	Common		Stock		Paid-in		Accumulated
	Stock		Amount		Capital		Deficit			Total

Beginning balance, January1, 2009		8,577,758	$	8,578	$	113,172	$	(209,642	)	$	(87,892	)

Net loss, year ended December 31, 2009								(64,052	)		(64,052	)

BALANCE DECEMBER 31, 2009		8,577,758	$	8,578	$	113,172	$	(273,694	)		(151,944	)

Net loss, year ended December 31, 2010								1,132			1,132

BALANCE DECEMBER 31, 2010		8,577,758	$	8,578	$	113,172	$	(272,562	)		(150,812	)

LEAGUE NOW HOLDINGS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended December 31,

	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	1,132		$	(64,052	)
Adjustments to reconcile net (loss) to net cash flows
provided by operating activities:
Depreciation		619			-
Changes in operating assets and liabilities:
(Increase) in inventory		(314,621	)		-
(Increase) in prepaid expenses		(10,784	)		-
Increase in accounts payables		958,441			58,636
(Decrease) in other current liabilities		(33,787	)		-
Net cash flows used in provided by (used in) operating activities		601,000			(5,416	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(12,711	)
Purchase of goodwill		(695,793	)
Purchase of patent		(14,833	)		-
Net cash (used in) investing activities		(723,337	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable-related party		128,773			1,627

Net cash provided by financing activities		128,773			1,627

INCREASE (DECREASE) IN CASH		6,436			(3,789	)

CASH - BEGINNING OF YEAR		-			3,789

CASH - END OF YEAR	$	6,436		$	-

See accompanying notes to financial statements.

LEAGUE NOW HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Basis of Presentation The accompanying consolidated financial statements are presented in accordance with generally accepted accounting principles for consolidated financial information and the instructions to Form 10-K and rules and regulations of the Securities and Exchange Commission. The consolidated 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 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.

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 December 31, 2010 and 2009, there were no common share equivalents outstanding.

Business Segments The Company operates in one segment and therefore segment information is not presented.

Financial Instruments The carrying amounts reported in the balance sheet for the accounts payable, accrued expenses, notes payable and note payable related party approximate fair value based on the short term maturity of these instruments.

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 and a stockholder's deficiency of $150,812 as of December 31, 2010. 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 ACQUISITION OF PURE MOTION.

for every one share held. Common stock, additional paid-in capital, shares 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 will be 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.

As of the date of this report, the Company has not tendered any portion of the Final Payment and is in default under the share exchange agreement. James Pregiato’s 38,048,000 shares are being held in escrow subject to the Company's satisfaction of the Final Payment of $150,000. If the Company fails to make the entire Final Cash Payment by December 31, 2010, James Pregiato will have the right to keep the 38,048,000 shares that are in escrow and will continue to hold the right to approve any issuances by the Company of its securities. The Company is seeking financing that will enable it to complete the purchase. There is no guarantee that the Company will be able to obtain such financing on favorable terms. In addition, the Company has not received approval for the issuance of the 250,000 shares issued below and has materially breached the terms of the shares exchange agreement with Mr. Pregiato.

NOTE 4. PROPERTY AND EQUIPMENT

The following is a summary of property and equipment for the years ending December 31:

	2010			2009

Office equipment		12,070			12,070

Furniture and fixtures		12,683			12,683
		24,753			24,753
Less: Accumulated depreciated		(12,661	)		(12,042	)

		12,092			12,711

NOTE 5. GOODWILL

Goodwill represents the excess of the aggregate purchase price over the fair value of net tangible and identifiable intangible asset of an acquired business. Goodwill was $695,793 at December 31, 2010.

NOTE 6. EMPLOYMENT AGREEMENT

On October 1, 2005 the Company entered into an employment agreement with its President. The President is to be paid $12,000 per annum for a period of two years and receive 12,000,000 shares of common stock valued at $24,000, ($.002 per share) on the date of issuance. The agreement automatically extends for additional terms of successive one-year periods unless the company or the executive gives written notice to the other of the termination at least 30 days prior to the expiration of the one-year period. At December 30, 2010 and December 31, 2009, the Company’s President was owed accrued salary of $43,750 and $34,750, respectively.

NOTE 7. CONSULTING AGREEMENTS

On July 1, 2008 the Company entered an agreement with a financial consultant. The Company agreed to pay the consultant $5,000 monthly for 12 months. Payment is contingent upon the company obtaining financing of no less than $500,000 USD or if there is a change in control.. This agreement expired on June 30, 2009.

Additionally the Company has agreed to the following:

(i) Placement Agent Fees: A fee equal to ten percent (10%) of the total amount of capital raised and cashless warrants equal to ten percent (10%) of the total amount of capital raised, subject to the exercise price of one hundred and twenty-five percent (125%) private placement.

(ii) For Debt Financings: A fee equal to five percent (5%). If debt financing is in the form of a line of credit or other form of debt that is not funded in full at the closing, then the entire available loan amount shall be considered the total consideration against which our fees will be calculated.

(iii) For any merger or acquisition: An amount equal to ten percent (10%) of the total consideration or value paid, payable in the same form as received by the Shareholders of the target or the Company.

(iv) For a strategic alliance or customer: An amount equal to ten percent (10%) of the annual value of the alliance or single transaction.

On November 15, 2010, the Company entered into an agreement with Crown Equity Holdings, Inc. ("Crown Equity") engaging Crown Equity to handle the Company's investor relations. The engagement is for a term of 12 months. As compensation for its services, Crown Equity will receive 250,000 shares of restricted common stock of the Company, $5,000 each month for 90 days and $10,000 each month for the remainder of the term of the engagement. The Company has the option to extend the engagement for an additional six months provided the Company issues to Crown Equity an additional 250,000 restricted shares of common stock and continues to pay the monthly retainer. This agreement may be cancelled by either party upon 30 days' notice.

NOTE 8. NOTE PAYABLE

On March 10, 2010 the Company borrowed $4,672 from a third party. The note is non-interesting bearing and is due in one year.

On March 31, 2010 the Company borrowed $3,500 from a third party. The note is non-interesting bearing and is due in one year.

On August 9, 2010 the Company borrowed $1,000 from a third party. The note is non-interesting bearing and is due on demand.

NOTE 9. 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 on August 1, 2010. On August 4, 2010, the officer extended the due date of the note to August 1, 2011.

NOTE 10. STOCKHOLDERS’ 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, shares 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 12, 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 12, 2010, received two shares of common stock for every one share held. Common stock, additional paid-in capital, shares 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, shares 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, shares 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.

PART IV

Item 15. Exhibits and Financial Statements

(a) 1. Financial Statements

See Index to Financial Statements in Item 8 of this Annual Report on Form 10-K/A, which is incorporated herein by reference.

2. Financial Statement Schedules

All other financial statement schedules have been omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto.

3. Exhibits

See the Exhibit Index which follows the signature page of this Annual Report on Form 10-K/A, which is incorporated herein by reference.

(b) Exhibits

See Item 15(a) (3) above.

See Item 15(a) (2) above.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: April 21, 2011	LEAGUE NOW HOLDINGS CORPORATION a Florida corporation

	By:		/s/ Mario Barton
		Mario Barton Chief Executive Officer

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ MARIO BARTON	Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors	April 21, 2011
Mario Barton	(Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer)

/s/ DOUG ANDERSON	Director	April21, 2011
Doug Anderson

EXHIBIT INDEX


31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**	The certifications attached as Exhibits 32.1 and 32.2 accompany the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by League Now Holdings Corporation for purposes of Section 18 of the Securities Exchange Act

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