Florida
|
333-148987
|
20-35337265
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
6980 South Edgerton Road
Brecksville, OH 44141-3184
|
(Address of principal executive offices) (Zip Code)
|
Infiniti Systems Group, Inc.
|
Quarter Ended
|
Quarter Ended
|
Year Ended
|
|||||||||
Statement of Operations
|
September 30, 2011
|
September 30, 2010
|
December 31, 2010
|
|||||||||
Revenue
|
$ | 2,439,666 | $ | 3,341,862 | $ | 3,288,837 | ||||||
Cost of Goods Sold
|
$ | 1,319,558 | $ | 1,992,666.00 | $ | 1,850,738 | ||||||
Interest Expense
|
$ | 72,252 | $ | 102,260.00 | $ | 102,218 | ||||||
General & Administrative
|
$ | 1,235,280 | $ | 1,322,580.00 | $ | 1,339,741 | ||||||
Depreciation and Amortization
|
$ | 3,961 | $ | 7,152 | $ | 7.152 | ||||||
Loss from Operations
|
$ | (191,385 | ) | $ | (8,715 | ) | $ | (11,012 | ||||
Other Income or (Loss)
|
$ | 70,648 | $ | 74,082 | $ | 73,336 | ||||||
Net Loss Before Taxes
|
$ | (120,737 | ) | $ | (8,715 | ) | $ | 62,324 | ||||
Income Tax
|
— | — | — | |||||||||
Net Loss
|
$ | (120,737 | ) | $ | (8,715 | ) | $ | 62,324 | ||||
Net Loss Per Share
|
$ | (1,207.37 | ) | $ | (87.15 | ) | $ | 623.24 |
NAME
|
AGE
|
POSITION
|
||
John L. Bianco
|
61
|
President/CEO and Director
|
||
Mario Barton
|
62
|
Director
|
||
D. Bruce Veness
|
60
|
Corporate Secretary/COO and Director
|
||
Lisa Bischof
|
43
|
Treasurer/CFO
|
●
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
●
|
had any bankruptcy petition filed by or against him/her or any business of which he/she was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;
|
●
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities, futures, commodities or banking activities;
|
●
|
been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
($)(1)
|
Non-
Equity
Incentive
Plan
Compensation
|
Non-
Qualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
Total
|
||||||||||||||||||||||||
James Pregiato (1) , Former President, Chief Executive Officer, Secretary, Treasurer
|
2010
|
$
|
12,000
|
-
|
-
|
-
|
-
|
-
|
$
|
12,000
|
|||||||||||||||||||||||
(Principal Executive Officer and Principal Financial Officer)
|
2009
|
$
|
12,000
|
-
|
-
|
-
|
-
|
-
|
$
|
12,000
|
|||||||||||||||||||||||
Mario Barton (2) , Chief Executive Officer, Treasurer, Secretary
|
2010
|
$
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
0
|
||||||||||||||||||||||
(Principal Executive Officer and Principal Financial Officer)
|
2009
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
|||||||||||||||||||||||
(1)
|
James Pregiato served in these offices through October 6, 2010.
|
||||||||||||||||||||||||||||||||
(2)
|
Mario Barton was appointed to these offices on October 6, 2010.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings
|
All Other Comp.
($)
|
Total
($)
|
John L. Bianco President/Chief Executive Officer
|
2011
|
$80,300
|
-
|
-
|
-
|
-
|
-
|
-
|
$80,300
|
D. Bruce Veness, Vice President
|
2011
|
$74,769
|
-
|
-
|
-
|
-
|
-
|
-
|
$74,769
|
Lisa Bischof, Controller
|
2011
|
$40,000
|
-
|
-
|
-
|
-
|
-
|
-
|
$40,000
|
Name and Address
|
Amount and Nature of
Beneficial Ownership
|
Percentage of Class (1)
|
||||||
Mr. James Pregiato
4075 Carambola Circle North
Coconut Creek, Florida 33066
|
39,111,136
|
85.4
|
%
|
|||||
Mr. Mario Barton
11407 North 78th Street
Scottsdale, AZ 85260
|
103,676
|
Less than 1
|
%
|
|||||
All Officers and Directors
|
103,676
|
Less than 1
|
%
|
(1)
|
Based on 45,803,288 shares outstanding prior to the close of the Merger.
|
Name and Address
|
Amount and Nature of
Beneficial Ownership
|
Percentage of Class (1)
|
|||||
Mario Barton
11407 North 78th Street
Scottsdale, AZ 85260
|
103,676
|
Less than 1%
|
|||||
John L. Bianco
6980 South Edgerton Road
Brecksville, OH 44141
|
29,000,000
|
55.8%
|
|||||
Lisa Bischof
6980 South Edgerton Road
Brecksville, OH 44141
|
300.000
|
Less than 1%
|
|||||
D. Bruce Veness
6980 South Edgerton Road
Brecksville, OH 44141
|
700,000
|
Less than 1%
|
|||||
Mr. James Pregiato
4075 Carambola Circle North
Coconut Creek, Florida 33066
|
13,307,848
|
25.6%
|
|||||
All Officers and Directors
|
30,103,676
|
57.95%
|
(1)
|
Based on 51,945,563 shares of common stock issued and outstanding after the close of the Transaction.
|
NAME
|
AGE
|
POSITION
|
||
John L. Bianco
|
61
|
President/CEO and Director
|
||
Mario Barton
|
62
|
Director
|
||
D. Bruce Veness
|
60
|
Corporate Secretary/COO and Director
|
||
Lisa Bischof
|
43
|
Treasurer/CFO
|
(a)
|
Financial Statements of Businesses Acquired .
|
(b)
|
Financial Statements of Businesses Acquired .
|
(c)
|
Pro Forma Financial Information.
|
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)
|
|
99.1
|
The Audited Financial Statements of Infiniti Systems Group, Inc. for the years ended December 31, 2009 and 2010
|
|
99.2
|
The Pro Forma Financial Information
|
|
99.3
|
The Unaudited Financial Statements of Infiniti Systems Group, In. for the nine months ended September 30, 2010 and 2011
|
Date: February 7, 2012
|
By:
|
/s/John Bianco
|
|
John Bianco
|
|||
President and Chief Executive Officer
|
ARTICLE I
|
1
|
|
REPRESENTATIONS, COVENANTS AND WARRANTIES OF LEAGUE NOW
|
1
|
|
Section 1.1
|
Organization.
|
1
|
Section 1.2
|
Capitalization.
|
2
|
Section 1.3
|
Subsidiaries.
|
2
|
Section 1.4
|
Tax Matters: Books and Records.
|
2
|
Section 1.5
|
Litigation and Proceedings.
|
2
|
Section 1.6
|
Material Contract Defaults.
|
2
|
Section 1.7
|
Information. | 2 |
Section 1.8
|
Title and Related Matters. | 2 |
Section 1.9
|
Contracts. | 3 |
Section 1.10
|
Compliance With Laws and Regulations. | 3 |
Section 1.11
|
Approval of Agreement | 3 |
Section 1.12
|
Material Transactions or Affiliations. | 3 |
Section 1.13
|
No Conflict With Other Instruments.
|
4
|
Section 1.14
|
Governmental Authorizations.
|
4
|
Section 1.15
|
Ownership of Stock.
|
4
|
ARTICLE II
|
4
|
|
REPRESENTATIONS, COVENANTS AND WARRANTIES OF INFINITI
|
4
|
|
Section 2.1
|
Organization.
|
4
|
Section 2.2
|
Capitalization.
|
5
|
Section 2.3
|
Subsidiaries.
|
5
|
Section 2.4
|
Tax Matters, Books & Records.
|
5
|
Section 2.5
|
Information.
|
5
|
Section 2.6
|
Title and Related Matters.
|
5
|
Section 2.7
|
Litigation and Proceedings.
|
5
|
Section 2.8
|
Contracts.
|
6
|
Section 2.9
|
No Conflict With Other Instruments.
|
6
|
Section 2.10
|
Material Contract Defaults.
|
6
|
Section 2.11
|
Governmental Authorizations.
|
6
|
Section 2.12
|
Compliance With Laws and Regulations.
|
7
|
Section 2.13
|
Insurance.
|
7
|
Section 2.14
|
Approval of Agreement.
|
7
|
Section 2.15
|
Material Transactions or Affiliations.
|
7
|
ARTICLE III
|
7
|
|
EXCHANGE PROCEDURE AND OTHER CONSIDERATION
|
7
|
|
Section 3.1
|
Share Exchange/Delivery of Infiniti Securities.
|
7
|
Issuance and Delivery of League Now Shares. | 7 | |
Section 3.2
|
7
|
|
Section 3.3
|
Intentionally Omitted.
|
7
|
Section 3.4
|
Events Prior to Closing.
|
8
|
Section 3.5
|
Closing.
|
8
|
Section 3.6 | Effective Date | 8 |
Section 3.7
|
Termination.
|
8
|
Section 3.8
|
Directors of League Now After Acquisition.
|
9
|
Section 3.9
|
Officers of League Now.
|
9
|
ARTICLE IV
|
9
|
|
SPECIAL COVENANTS
|
9
|
|
Section 4.1
|
Access to Properties and Records.
|
9
|
Section 4.2
|
Availability of Rule 144.
|
9
|
Section 4.3
|
Special Covenants and Representations Regarding the League Now Common Shares to be Issued in the Exchange.
|
10
|
Section 4.4
|
Third Party Consents.
|
10
|
Section 4.5
|
Actions Prior to and Subsequent to Closing.
|
10
|
Section 4.6
|
Indemnification.
|
11
|
Section 4.7
|
Anti-Dilution
|
11 |
ARTICLE V
|
12
|
|
CONDITIONS PRECEDENT TO OBLIGATIONS OF LEAGUE NOW
|
12
|
|
Section 5.1
|
Accuracy of Representations.
|
12
|
Section 5.2
|
Director Approval.
|
12
|
Section 5.3
|
Officer's Certificate.
|
12
|
Section 5.4
|
No Material Adverse Change.
|
12
|
Section 5.5
|
Financial Statements.
|
12
|
Section 5.6
|
Other Items.
|
12
|
ARTICLE VI
|
13
|
|
CONDITIONS PRECEDENT TO OBLIGATIONS OF INFINITI
|
13
|
|
Section 6.1
|
Accuracy of Representations.
|
13
|
Section 6.2 | Director Approval. | 13 |
Section 6.3
|
Officer's Certificate.
|
13
|
Section 6.4
|
No Material Adverse Change.
|
13
|
Section 6.5
|
1934 Exchange Act Compliance.
|
13
|
ARTICLE VII
|
13
|
|
MISCELLANEOUS
|
13
|
|
Section 7.1
|
Brokers and Finders.
|
13
|
Section 7.2
|
Law, Forum and Jurisdiction.
|
14
|
Section 7.3
|
Notices.
|
14
|
Section 7.4
|
Attorneys' Fees.
|
14
|
Section 7.5
|
Confidentiality.
|
14
|
Section 7.6
|
Schedules; Knowledge.
|
15
|
Section 7.7
|
Third Party Beneficiaries.
|
15
|
Section 7.8
|
Entire Agreement.
|
15
|
Section 7.9
|
Survival; Termination.
|
15
|
Section 7.10
|
Counterparts.
|
15
|
Section 7.11
|
Amendment or Waiver.
|
15
|
Section 7.12
|
Expenses.
|
15
|
Section 7.13
|
Headings; Context.
|
15
|
Section 7.14
|
Benefit.
|
15
|
Section 7.15
|
Public Announcements.
|
16
|
Section 7.16
|
Severability.
|
16
|
Section 7.17
|
Failure of Conditions; Termination.
|
16
|
Section 7.18
|
No Strict Construction.
|
16
|
Section 7.19
|
Execution Knowing and Voluntary.
|
16
|
Section 7.20 | Amendment. | 16 |
16
|
||
(a)
|
The books and records, financial and others, of League Now are in all material respects complete and correct and have been maintained in accordance with good business accounting practices; and
|
(b)
|
League Now has no liabilities with respect to the payment of any country, federal, state, county, or local taxes (including any deficiencies, interest or penalties).
|
(a)
|
Other than as set forth on the most recent public filings for League Now, there are no material contracts, agreements, franchises, license agreements, or other commitments to which League Now is a party or by which it or any of its properties are bound;
|
(b)
|
League Now is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award materially and adversely affects, or in the future may (as far as League Now can now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of League Now; and
|
(c)
|
League Now is not a party to any material oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties, of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; and (vii) contract, agreement or other commitment involving payments by it for more than $10,000 in the aggregate.
|
(a)
|
Infiniti’s books and records, financial and others are in all material respects complete and correct and have been maintained in accordance with good business accounting practices;
|
(b)
|
Infiniti has no liabilities with respect to the payment of any country, federal, state, county, local or other taxes (including any deficiencies, interest or penalties); and
|
(c)
|
Infiniti shall remain responsible for all debts incurred prior to the closing.
|
(a)
|
Except for those enumerated on the attached Schedules, there are no material contracts, agreements, franchises, license agreements, or other commitments to which Infiniti is a party to or by which it or any of its subsidiaries or properties are bound;
|
(b)
|
Except as enumerated on the attached Schedules, Infiniti is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which materially and adversely affects, or in the future may (as far as Infiniti can now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of Infiniti; and
|
(c)
|
Except as enumerated on the attached Schedules, Infiniti is not a party to any material oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension, benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; and (vii) contract, agreement, or other commitment involving payments by it for more than $10,000 in the aggregate.
|
(a)
|
This Agreement may be terminated by the board of directors or majority interest of shareholders of either Infiniti or League Now, respectively, at any time prior to the Closing Date if:
|
(i)
|
there shall be any action or proceeding before any court or any governmental body which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; or
|
(ii)
|
any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions.
|
(b)
|
This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors of League Now if Infiniti shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Infiniti contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to Infiniti. If this Agreement is terminated pursuant to Paragraph (b) of this Section 3.7, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder.
|
(c)
|
This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors of Infiniti if League Now shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of League Now contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to League Now. If this Agreement is terminated pursuant to Paragraph (c) of this Section 3.7, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder.
|
(a)
|
From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, League Now and Infiniti will each use its best efforts to:
|
(i)
|
maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
|
(ii)
|
maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; and
|
(iii)
|
perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business.
|
(b)
|
From and after the date of this Agreement until the Closing Date, League Now will not, without the prior consent of Infiniti:
|
(i)
|
except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws;
|
(ii)
|
declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;
|
(iii)
|
enter into or amend any employment, severance or agreements or arrangements with any directors or officers;
|
(iv)
|
grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or
|
(v)
|
purchase or redeem any Common Shares.
|
(a)
|
League Now hereby agrees to indemnify Infiniti, each of the officers, agents and directors and current shareholders of Infiniti as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject to or rising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement; and
|
(b)
|
Infiniti hereby agrees to indemnify League Now, each of the officers, agents, directors and current shareholders of League Now as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.
|
(a)
|
After the Closing, if Infiniti determines it is in the best interest of League Now to raise additional funds through the issuance and sale of shares of any of League Now’s capital stock to any third party, such shares will be issued and sold for full and adequate consideration, meaning that such shares will not be discounted more than forty (40%) percent the price per share for such stock based on a trailing thirty day average bid/ask price per share as reported on the OTC Bulletin Board.
|
(b)
|
In the event that Infiniti causes League Now to issue any additional shares of its capital stock to third parties as set forth in (a) above, any dilution resulting from such issuance shall be pari passu among the Infiniti Shareholders and the League Now Shareholders, such that their relative positions to each other in respect of ownership of League Now stock at the Closing shall remain proportional following any such additional issuances. For purposes of this Section 4.7, (i) the term “Infiniti Shareholders” shall mean the persons receiving shares of Common Stock of League Now pursuant to Section 3.2 hereof; and (ii) the term “League Now Shareholders” shall mean the holders of capital stock of League Now prior to the date of the Closing.
|
(c)
|
Notwithstanding the foregoing, Infiniti shall have the right to cause League Now to prepare and issue an Employee Incentive Stock Option Plan (“ISOP”); provided that the ISOP shall not exceed an allocation of 3,000,000 (three million) shares of League Now common stock.
|
(d)
|
From and after the Closing for a period of twenty four (24) months, without the prior written consent of a majority of the League Now Shareholders, Infiniti shall not cause League Now to (a) split, reverse-split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, (b) spin-off any assets or businesses, sell any assets or businesses or effect any extraordinary corporate transaction, (c) engage in any transaction for the purpose of effecting a recapitalization, or (d) engage in any transaction or series of related transactions which has a similar effect to any of the foregoing.
|
If to League Now: | League Now Holdings, Inc. |
5601 West Spring Parkway | |
Plano, Texas 75021 | |
with a copy to: | |
Fredric H. Aaron, Attorney at Law, P.C. | |
1670 Old Country Road, Suite 203 | |
Plainview, New York 11803 | |
If to Infiniti: | Infiniti Systems Group, Inc. |
6890 South Edgerton Road | |
Brecksville, Ohio 44141-3184 | |
with a copy to: | |
Fredric H. Aaron, Attorney at Law, P.C. | |
1670 Old Country Road, Suite 203 | |
Plainview, New York 11803 |
ATTEST:
|
LEAGUE NOW HOLDINGS, INC.
|
|
______________________________
|
By:
|
/s/ Mario Barton
|
Name:
|
Mario Barton
|
|
Title:
|
CEO
|
ATTEST:
|
INFINITI SYSTEMS GROUP, INC.
|
|
/s/ Bruce Veness
|
By:
|
/s/ John Bianco
|
Name: Bruce Veness
|
Name:
|
John Bianco
|
Title:
|
President and CEO
|
|
Shareholders
|
Number of shares
|
Percentage
|
JOHN BIANCO
|
100
|
100%
|
100
|
100%
|
Shareholders
|
Number of Shares
|
Percentage
|
John Bianco
|
29,000,000
|
96.67%
|
Bruce Veness
|
700,000
|
2.33%
|
Lisa Bischof
|
300,000
|
1.0%
|
TOTAL
|
30,000,000
|
100%
|
Name
|
John Bianco
|
Mario Barton
|
Bruce Veness
|
Name
|
Position
|
John Bianco
|
President and Chief Executive Officer
|
Lisa Bischof
|
Treasurer and Chief Financial Officer
|
Bruce Veness
|
Corporate Secretary and Chief Operating Officer
|
Name
|
Responsible Party
|
Compensation
|
RES Holding Corp.
|
League Now
|
Shares of League Now Common Stock
|
Page | |
Report of the Independent Registered Public Accountant | 1 |
Financial Statements | |
Balance Sheet as of December 31, 2010 and 2009 | 2 |
Statement of Operations for the years ended December 31, 2010 and 2009 | 3 |
Statement of Stockholder’s Equity | 4 |
Statement of Cash Flows for the years ended December, 31, 2010 and 2009 | 5 |
Notes to the Financial Statements. | 6-12 |
INFINITI SYSTEMS GROUP, INC.
|
||||||||||||||||||||
Statements of Stockholders' Deficiency
|
||||||||||||||||||||
As of December 31, 2010 and 2009
|
||||||||||||||||||||
Common
|
Additional
|
|||||||||||||||||||
Common
|
Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||
Stock
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Beginning balance, January 1, 2009
|
500 | $ | - | $ | 203,550 | $ | (1,135,125 | ) | $ | (931,075 | ) | |||||||||
Net Profit, December 31, 2009
|
(74,813 | ) | (74,813 | ) | ||||||||||||||||
BALANCE DECEMBER 31, 2009
|
500 | $ | - | $ | 203,550 | $ | (1,209,938 | ) | (1,005,888 | ) | ||||||||||
Net Profit, December 31, 2010
|
62,324 | 62,324 | ||||||||||||||||||
BALANCE DECEMBER 31, 2010
|
500 | $ | - | $ | 203,550 | $ | (1,147,613 | ) | (943,563 | ) | ||||||||||
INFINITI SYSTEMS GROUP, INC.
|
||||||||
BALANCE SHEET
|
||||||||
As at December 31,
|
||||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 64,194 | $ | 99,007 | ||||
Accounts receivable
|
332,657 | 387,157 | ||||||
Other current assets
|
13,443 | 13,113 | ||||||
Total current assets
|
410,295 | 499,277 | ||||||
Property and equipment, net
|
4,653 | 8,301 | ||||||
Total assets
|
$ | 414,948 | $ | 507,578 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 251,133 | $ | 375,744 | ||||
Accrued expenses and other current liabilities
|
71,204 | 75,790 | ||||||
Current portion of long term loans
|
88,053 | 88,053 | ||||||
Total current liabilities
|
410,390 | 539,587 | ||||||
Notes and debentures payable - stockholders
|
790,902 | 803,702 | ||||||
Loans from stockholders
|
96,191 | 72,327 | ||||||
Long term loans
|
61,028 | 97,850 | ||||||
948,121 | 973,879 | |||||||
Total liabilities
|
$ | 1,358,511 | $ | 1,513,466 | ||||
Stockholders' (Deficit):
|
||||||||
Common stock, no par value; 750 shares authorized;
|
||||||||
100 shares issued and outstanding as of December 31, 2010 and
|
||||||||
December 31, 2009
|
500 | 500 | ||||||
Additional paid-in capital
|
203,550 | 203,550 | ||||||
Accumulated deficit
|
(1,147,613 | ) | (1,209,938 | ) | ||||
Total Stockholders' (deficit)
|
(943,563 | ) | (1,005,888 | ) | ||||
Total liabilities and stockholder deficit
|
$ | 414,948 | $ | 507,578 | ||||
The accompanying notes are an integral part of these financial statements
|
INFINITI SYSTEMS GROUP, INC.
|
||||||||
STATEMENT OF OPERATIONS
|
||||||||
For the Years Ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Revenues
|
$ | 3,288,837 | $ | 2,366,900 | ||||
Cost of Sales
|
1,850,738 | 1,069,168 | ||||||
Gross Profit
|
1,438,099 | 1,297,732 | ||||||
Expenses:
|
||||||||
General and administrative
|
1,339,741 | 1,377,344 | ||||||
Interest expense
|
102,218 | 74,604 | ||||||
Depreciation and amortization
|
7,152 | 11,018 | ||||||
Total expenses
|
1,449,111 | 1,462,966 | ||||||
(Loss) from operations
|
(11,012 | ) | (165,234 | ) | ||||
Other income
|
73,336 | 90,421 | ||||||
Net profit/(loss)
|
$ | 62,324 | $ | (74,813 | ) | |||
Net profit/(loss) per share-Basic and Diluted
|
$ | 623.24 | $ | (748.13 | ) | |||
Weighted average number of shares of
|
||||||||
common stock outstanding Basic and Diluted
|
100 | 100 | ||||||
INFINITI SYSTEMS GROUP, INC.
|
||||||||
STATEMENT OF CASH FLOWS
|
||||||||
For the Years Ended December 31,
|
||||||||
2010
|
2009
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net profit /(loss)
|
$ | 62,324 | $ | (74,813 | ) | |||
Adjustments to reconcile increase/(decrease) in net assets to cash
|
||||||||
provided by operating activities:
|
||||||||
Depreciation
|
7,152 | 11,018 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
54,500 | (66,972 | ) | |||||
Other current receivables
|
(330 | ) | 13,001 | |||||
Accounts payable
|
(124,611 | ) | (17,982 | ) | ||||
Increase/(decrease) in accrued expenses and
|
||||||||
other current liabilities
|
(4,587 | ) | 10,420 | |||||
Current portion of long term loans
|
- | 88,053 | ||||||
(Gain) on disposal of property and equipment
|
- | (20,000 | ) | |||||
Net cash provided by operating activities
|
(5,552 | ) | (175,508 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(3,504 | ) | (1,141 | ) | ||||
Proceeds from property and equipment sold
|
- | 20,000 | ||||||
Net cash (used in)/provided by investing activities
|
(3,504 | ) | 18,859 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
( Decrease) in notes and debentures payable - stockholders
|
(12,800 | ) | (15,091 | ) | ||||
Increase/(decrease) in loan from stockholder
|
23,864 | (14,705 | ) | |||||
Increase in stockholders' equity
|
- | 21,050 | ||||||
(Decrease)/Increase in long term loans
|
(36,822 | ) | 69,032 | |||||
Net cash (used in)/provided by financing activities
|
(25,757 | ) | 166,633 | |||||
(DECREASE)INCREASE IN CASH
|
(34,813 | ) | 11,125 | |||||
CASH - BEGINNING OF YEAR
|
99,007 | 87,882 | ||||||
CASH - END OF YEAR
|
$ | 64,194 | $ | 99,007 | ||||
The accompanying notes are an integral part of these financial statements
|
Furniture & Fixtures | 5-7 years | ||
Office Equipment | 5-7 years | ||
Computer Software | 5 |
December 31, 2010
|
December 31, 2009
|
|||||||
Computer and peripherals
|
$
|
176,864
|
$
|
174,315
|
||||
Office equipment
|
59,816
|
59,816
|
||||||
Computer software
|
28,424
|
28,424
|
||||||
265,104
|
262,555
|
|||||||
Less: accumulated depreciation
|
(260,452
|
)
|
(254,254
|
)
|
||||
Property and Equipment, net
|
$
|
4,652
|
$
|
8,301
|
2011 | $ | 144,847 | ||
2012 | 120,642 | |||
2013 | 64,214 | |||
2014 | 43,698 | |||
2015 | 44,335 | |||
2016 | 13,470 | |||
Total | $ | 431,206 |
2011 | $ | 76,158 | ||
2012 | 19,040 | |||
Total | $ | 95,198 |
Page | |
Selected Pro Forma Data | PF-1 |
Pro Forma Balance Sheet as at September 30, 2011 | PF-2 |
Pro Forma Statement of Operation for nine months ended September 30, 2011 | PF-3 |
Pro Forma Statement of Operation for the year ended December 31, 2010 | PF-4 |
Notes to unaudited Financial Statements | PF-5 |
LEAGUE NOW HOLDINGS CORPORATION
|
||||||||||||
UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
|
||||||||||||
AS AT SEPTEMBER 30, 2011
|
||||||||||||
League
|
Infiniti
|
Proforma
|
ProForma
|
|||||||||
Now
|
Systems
|
Adjustments |
Consolidated
|
|||||||||
Holdings
|
Group
|
|||||||||||
Assets | ||||||||||||
CURRENT ASSETS
|
||||||||||||
Cash and cash equivalents
|
3,243
|
13,005
|
16,248
|
|||||||||
Accounts receivable
|
-
|
921
|
921
|
|||||||||
Other current assets
|
7,000
|
18,119
|
25,119
|
|||||||||
Inventory
|
-
|
-
|
-
|
|||||||||
10,243
|
32,045
|
42,288
|
||||||||||
PROPERTY PLANT & EQUIPMENT, net
|
2,058
|
3,480
|
5,538
|
|||||||||
Goodwill
|
36,032
|
-
|
1,028,059
|
C
|
1,064,091
|
|||||||
Patent, net
|
6,433
|
-
|
6,433
|
|||||||||
54,766
|
35,525
|
1,118,350
|
||||||||||
CURRENT LIABILITIES
|
-
|
|||||||||||
Accounts payable
|
23,726
|
8,215
|
31,941
|
|||||||||
Other accrued liabilities
|
3,433
|
77,600
|
81,033
|
|||||||||
Notes payable
|
-
|
88,053
|
88,053
|
|||||||||
Other current liabilities
|
-
|
700,362
|
-
|
700,362
|
||||||||
27,159
|
874,230
|
901,389
|
||||||||||
-
|
47,644
|
47,644
|
||||||||||
-
|
122,128
|
122,128
|
||||||||||
-
|
169,772
|
169,772
|
||||||||||
Preferred stock, $0.001 par value: authorized 10,000,000 shares;
|
||||||||||||
none issued and outstanding as of December 2010
|
-
|
-
|
-
|
|||||||||
-
|
||||||||||||
Stockholders' equity:
|
||||||||||||
Common stock, $.001 par value, authorized 100,000,000
|
||||||||||||
shares; issued and outstanding 45,748,288 as of
|
||||||||||||
September 30,2011
|
45,748
|
500
|
500
|
C
|
45,748
|
|||||||
Additional paid-in-capital
|
13,412
|
343,868
|
203,550
|
C
|
153,730
|
|||||||
Accumulated deficit
|
(31,553)
|
(1,352,845)
|
(1,232,109)
|
C
|
(152,289)
|
|||||||
27,607
|
(1,008,477)
|
47,189
|
||||||||||
54,766
|
35,525
|
1,118,350
|
LEAGUE NOW HOLDINGS CORPORATION
|
|||||||
UNAUDITED PROFORMA CONSOLIDATED INCOME STATEMENT
|
|||||||
FOR NINE MONTHS ENDED SEPTEMBER 30, 2011
|
|||||||
League
|
Infiniti
|
Proforma
|
ProForma
|
|||||||||
Now
|
Systems
|
Adjustments |
Consolidated
|
|||||||||
Holdings
|
Group
|
|||||||||||
Revenue
|
-
|
2,439,666
|
2,439,666
|
|||||||||
Cost of sales
|
-
|
1,319,558
|
1,319,558
|
|||||||||
Gross Profit
|
-
|
1,120,108
|
1,120,108
|
|||||||||
Expenses:
|
||||||||||||
General and administrative expenses
|
16,700
|
1,235,280
|
1,251,980
|
|||||||||
Interest expense
|
-
|
72,252
|
||||||||||
Depreciation and amortization
|
-
|
3,961
|
3,961
|
|||||||||
16,700
|
1,311,493
|
1,255,941
|
||||||||||
(Loss) from operations
|
(16,700)
|
(191,385)
|
(135,833)
|
|||||||||
Other income
|
70,648
|
70,648
|
||||||||||
Net (loss) before taxes
|
(16,700)
|
(120,737)
|
(137,437)
|
|||||||||
Provision for income taxes
|
-
|
-
|
-
|
|||||||||
Net loss
|
(16,700)
|
(120,737)
|
(137,437)
|
|||||||||
Accumulated deficit - beginning of period
|
(15,107)
|
(1,232,109)
|
1,232,109
|
E
|
(15,107)
|
|||||||
Accumulated deficit - end of period
|
(31,807)
|
(1,352,846)
|
(152,544)
|
LEAGUE NOW HOLDINGS CORPORATION
|
||||||||||||
PROFORMA CONSOLIDATED INCOME STATEMENT
|
||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2010
|
||||||||||||
League
|
Infiniti
|
Proforma
|
ProForma
|
|||||||||
Now
|
Systems
|
Adjustments |
Consolidated
|
|||||||||
Holdings
|
Group
|
|||||||||||
Revenues
|
63,768
|
2,439,666
|
2,503,434
|
|||||||||
Cost of sales
|
4,361
|
1,319,558
|
1,323,919
|
|||||||||
Gross profit
|
59,407
|
1,120,108
|
1,179,515
|
|||||||||
Expenses:
|
||||||||||||
General and administrative expenses
|
58,275
|
1,235,280
|
1,293,555
|
|||||||||
Interest expense
|
-
|
72,251
|
72,251
|
|||||||||
58,275
|
1,307,531
|
1,365,806
|
||||||||||
Income from operations
|
1,132
|
(187,423)
|
(186,291)
|
|||||||||
Other income
|
-
|
70,648
|
70,648
|
|||||||||
-
|
70,648
|
70,648
|
||||||||||
Net income before taxes
|
1,132
|
(116,775)
|
(115,643)
|
|||||||||
Provision for income taxes
|
-
|
-
|
-
|
|||||||||
Net profit/(loss)
|
1,132
|
(116,775)
|
(248,206)
|
|||||||||
Accumulated deficit - beginning of year
|
(273,694)
|
(1,232,109)
|
1,232,109
|
E
|
(273,694)
|
|||||||
Accumulated deficit - end of year
|
(272,562)
|
(1,348,884)
|
(521,900)
|
A.
|
The estimated value of contracts purchased and preliminary adjustments to historical book value of Infiniti Systems Group, Inc. as a result of the transaction.
|
B.
|
Acquisition equity eliminations.
|
C.
|
Elimination of pre-acquisition profits.
|
Page | |
Report of the Independent Registered Public Accountant | 1 |
Financial Statements | |
Balance Sheet as of September 30, 2011 and December 31, 2010 | 2 |
Statement of Operations for nine months ended September 30, 2011 and 2010 | 3 |
Statement of Cash Flows for nine months ended September 30, 2011 and 2010 | 4 |
Notes to the Financial Statements. | 5-9 |
INFINITI SYSTEMS GROUP, INC.
|
||||||||
BALANCE SHEET
|
||||||||
September 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 13,005 | $ | 64,194 | ||||
Accounts receivable
|
921 | 1,791 | ||||||
Other current assets
|
18,119 | 13,443 | ||||||
Total current assets
|
32,045 | 79,428 | ||||||
Property and equipment, net
|
3,480 | 4,653 | ||||||
Total assets
|
$ | 35,525 | $ | 84,081 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 8,215 | $ | 5,507 | ||||
Accrued expenses and other current liabilities
|
77,600 | 70,459 | ||||||
Current portion of long term loans
|
88,053 | 88,053 | ||||||
Notes and debentures payable - stockholders
|
700,362 | 790,902 | ||||||
Total current liabilities
|
874,230 | 954,921 | ||||||
Loans from stockholders
|
47,644 | 96,191 | ||||||
Long term loans
|
122,128 | 61,028 | ||||||
169,772 | 157,219 | |||||||
Total liabilities
|
$ | 1,044,002 | $ | 1,112,140 | ||||
Stockholders' Deficiency:
|
||||||||
Common stock, no par value; 750 shares authorized;
|
||||||||
100 shares issued and outstanding as of September 30, 2011 and
|
||||||||
December 31, 2010
|
500 | 500 | ||||||
Additional paid-in capital
|
343,868 | 203,550 | ||||||
Accumulated deficit
|
(1,352,846 | ) | (1,232,109 | ) | ||||
Total Stockholders' deficiency
|
(1,008,478 | ) | (1,028,059 | ) | ||||
Total liabilities and stockholders' deficiency
|
$ | 35,524 | $ | 84,081 |
INFINITI SYSTEMS GROUP, INC.
|
||||||||
STATEMENT OF OPERATIONS
|
||||||||
NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(Unaudited)
|
||||||||
2011
|
2010
|
|||||||
Revenues
|
$ | 2,439,666 | $ | 3,341,862 | ||||
Cost of Sales
|
1,319,558 | 1,992,666 | ||||||
Gross Profit
|
1,120,108 | 1,349,196 | ||||||
Expenses:
|
||||||||
General and administrative
|
1,235,280 | 1,322,580 | ||||||
Interest expense
|
72,252 | 102,260 | ||||||
Depreciation and amortization
|
3,961 | 7,152 | ||||||
Total expenses
|
1,311,493 | 1,431,993 | ||||||
Loss from operations
|
(191,385 | ) | (82,797 | ) | ||||
Other income
|
70,648 | 74,082 | ||||||
Net loss
|
$ | (120,737 | ) | $ | (8,715 | ) | ||
Net loss per share-Basic and Diluted
|
$ | (1,207.37 | ) | $ | (87.15 | ) | ||
Weighted average number of shares of
|
||||||||
common stock outstanding Basic and Diluted
|
100 | 100 | ||||||
INFINITI SYSTEMS GROUP, INC.
|
||||||||
STATEMENT OF CASH FLOWS
|
||||||||
Nine Months Ended September 30,
|
||||||||
(Unaudited)
|
||||||||
2011
|
2010
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net profit
|
$ | (120,737 | ) | $ | 65,547 | |||
Adjustments to reconcile increase(decrease) in net assets to cash
|
||||||||
provided by operating activities:
|
||||||||
Depreciation
|
3,961 | 5,364 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Decrease/(increase) in accounts receivable
|
870 | (3,680 | ) | |||||
(Increase) in other current assets
|
(4,676 | ) | (199 | ) | ||||
Decrease/(increase) in accounts payable
|
2,709 | (97,626 | ) | |||||
Increase/(decrease) in accrued expenses and
|
||||||||
other current liabilities:
|
7,141 | (11,034 | ) | |||||
Decrease in notes and debentures payable-stockholders
|
(90,540 | ) | (5,733 | ) | ||||
Net cash used in operating activities
|
(201,274 | ) | (47,361 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(2,786 | ) | (2,050 | ) | ||||
Net cash used in investing activities
|
(2,786 | ) | (2,050 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Repayment of notes payable
|
- | (24,800 | ) | |||||
(Decrease)/increase in loan from stockholder
|
(48,547 | ) | 37,944 | |||||
Increase in shareholders' equity
|
140,318 | - | ||||||
Increase/(decrease) in long term loans
|
61,100 | (17,425 | ) | |||||
Net cash provided by/(used in) financing activities
|
152,871 | (4,281 | ) | |||||
NET DECREASE IN CASH
|
(51,189 | ) | (53,692 | ) | ||||
CASH - BEGINNING OF YEAR
|
64,194 | 99,007 | ||||||
CASH - END OF YEAR
|
$ | 13,005 | $ | 45,315 | ||||
Furniture & Fixtures | 5-7 years | ||
Office Equipment | 5-7 years | ||
Computer Software | 5 |
September 30, 2011
|
December 31, 2010
|
|||||||
Computer and peripherals
|
$
|
179,652
|
$
|
176,865
|
||||
Office equipment
|
59,816
|
59,816
|
||||||
Computer software
|
28,424
|
28,424
|
||||||
267,890
|
262,555
|
|||||||
Less: accumulated depreciation
|
(264,411
|
)
|
(260,450
|
)
|
||||
Property and Equipment, net
|
$
|
3,479
|
$
|
4,654
|
2011 | $ | 76,158 | ||
2012 | 19,040 | |||
Total | $ | 95,198 |