U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 0-50863 NEXXNOW, INC. ___________________________________ (Name of Registrant in its Charter) NEW YORK 30-0299889 _______________________________ ___________________ (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6040-A 135 SIX FORKS ROAD, RALEIGH, NC 27609 ____________________________________________ (Address of Principal Executive Offices) Issuer's Telephone Number: 919-604-4887 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant 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 (ss.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 [ ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One) Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [X] Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: August 12, 2009 Common Voting Stock: 49,419,448 shares -2- NEXXNOW, INC. Form 10-Q Table of Contents Page Part 1. FINANCIAL INFORMATION 4 Item 1. FINANCIAL STATEMENTS Balance Sheets 5 Statements of Operations 6 Statements of Cash Flows 7 Notes to Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 14 Part II. OTHER INFORMATION 15 Item 6. Exhibits 15 Signatures 16 -3- PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NEXXNOW, INC. FINANCIAL STATEMENTS JUNE 30, 2009 (UNAUDITED) -4- NEXXNOW, INC. CONSOLIDATED BALANCE SHEETS JUNE 30, 2009 AND MARCH 31, 2009 UNAUDITED 06/30/09 03/31/09 ___________ ___________ ASSETS Current Assets Cash and Cash Equivalents 23 15,119 ___________ ___________ TOTAL ASSETS 23 15,119 =========== =========== LIABILITIES & STOCKERHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts Payable 96,358 91,599 Accrued Expenses 0 1,250 Loans Payable 25,000 70,758 L/P -Stockholders 102,001 99,301 Payroll Tax Liabilities 14,211 14,211 ___________ ___________ Total Current Liabilities 237,570 277,119 ___________ ___________ Total Liabilities 237,570 277,119 ___________ ___________ Stockholders' Equity (Deficit) Common Stock: $.01 Par, 250,000,000 Authorized 494,194 494,194 49,419,448 and 49,419,448 Shares Issued and Outstanding as of June 30, 2009 and March 31, 2009 Respectively Additional Paid In Capital 10,887,007 10,887,007 Accumulated Deficit (11,618,748) (11,643,201) ___________ ___________ Total Stockholders' Equity (Deficit) (237,547) (262,000) ___________ ___________ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) 23 15,119 =========== =========== The accompanying notes are an integral part of these financial statements. -5- NEXXNOW, INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2009 and 2008 (UNAUDITED) June 30, 2009 June 30, 2008 _____________ _____________ REVENUES 0 0 EXPENSES Advertising 3,152 4,499 Amortization 0 13,998 Consulting Services 6,950 213,624 Insurance Expense 2,195 675 Interest Expense 2,700 17,294 Loan Fees 0 115,000 Office Expense 204 7,117 Professional Services 5,609 15,249 Rent 0 12,000 Travel Expense 1,747 17,433 _____________ _____________ Total Expense 22,557 416,889 _____________ _____________ Loss from Operations (22,557) (416,889) Other Income/(Expense) Other Income / (Expense) 47,010 0 _____________ _____________ NET INCOME (LOSS) 24,453 (416,889) ============= ============= PROFIT PER SHARE: Basic 0.0005 (0.06) _____________ _____________ Fully Diluted 0.0005 (0.06) _____________ _____________ WEIGHTED ADVERAGE COMMON SHARES OUTSTANDING: Basic 49,419,448 7,541,169 _____________ _____________ Fully Diluted 49,419,448 7,541,169 _____________ _____________ The accompanying notes are an integral part of these financial statements. -6- NEXXNOW, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED JUNE 30, 2009 and 2008 (UNAUDITED) June 30, 2009 June 30, 2008 _____________ _____________ CHANGES IN ASSETS AND LIABILITIES Net Income (Loss) 24,453 (416,889) NON-CASH ADJUSTMENTS Amortization 0 13,998 Common Stock issued in exchange for services 0 312,760 Common Stock issued in exchange for loan fee 0 115,000 Debt Forgiveness (45,758) 0 Cash Flows from Operating Activities Loan Receivable 0 (50,000) Accounts Payable 4,759 (4,786) Accrued Expenses (1,250) 37,866 _____________ _____________ Net cash provided by Operating Activities (17,796) 7,949 Cash Flows from Financing Activities Proceeds of Loans to Stockholders 2,700 121,738 Repayment of Loan Payable 0 (154,840) Proceeds from Issuance of Common Stock 0 25,000 _____________ _____________ Net cash provided by Financing Activities 2,700 (8,102) _____________ _____________ NET CHANGE IN CASH AND CASH EQUIVALENTS (15,096) (153) CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD 15,119 292 _____________ _____________ CASH AND CASH EQUIVALENTS - END OF PERIOD 23 139 ============= ============= Income Taxes and Interest Paid 0 0 _____________ _____________ SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Common Stock issued in Satisfaction of Notes Payable - 508,495 ============= ============= Common Stock Issued In Exchange for Investment in Sub - 430,100 ============= ============= The accompanying notes are an integral part of these financial statements. -7- NEXXNOW, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED JUNE 30, 2009 NOTE A - THE COMPANY HISTORY The Company was incorporated under the laws of the State of New York on November 12, 1998 as Safe Harbour Health Care Properties, Ltd. In July 2004, the Company changed its name to Centale, Inc. The Company was engaged in the business of leasing real estate to health care facilities. During 1999, the Company ceased its operations and commenced actions to voluntarily seek protection from creditors under the bankruptcy code. During 2003, the Company distributed its assets to the creditors in satisfaction of its outstanding liabilities. The bankruptcy was subsequently dismissed. The Company remained dormant until 2004, when one of the Company's shareholders purchased a controlling interest. In February 2004, the Company began its development stage as an internet based marketing company. The development stage ended within the fiscal year ended March 31, 2006. The Company, as of December 2007 discontinued its internet marketing due to difficulties with service providers and subsequent cancellations by customers. Both Florida and the former Advance Theory, Inc. offices were closed as a result, in an attempt to reduce future overhead expenses. On March 28, 2008, the Company entered into a Share Exchange Agreement with the shareholders of NexxNow China, Inc., a Delaware corporation. The shareholders transferred to the Company all of the outstanding capital stock of NexxNow China, and the Company issued 43 million shares of its common stock to the shareholders. The new direction of the Company will be to engage in the business of marketing sporting events in The People's Republic of China. NEW PRONOUNCEMENTS In March 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 161, "DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES--AN AMENDMENT OF FASB STATEMENT NO. 133". SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. As such, the Company is required to adopt this standard in the current period. Adoption of SFAS 161 did not have a significant effect on the Company's financial statements. In May 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 163, "ACCOUNTING FOR FINANCIAL GUARANTEE INSURANCE CONTRACTS - AN INTERPRETATION OF FASB STATEMENT NO. 60" ("SFAS 163"). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt this standard in the current period. Adoption of SFAS 163 did not have a significant effect on the Company's financial statements. -8- NEXXNOW, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED JUNE 30, 2009 In May 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 165, "Subsequent Events" ("SFAS 165"). SFAS 165 establishes principles and requirements for subsequent events. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. As such, the Company is required to adopt this standard in the current period. Adoption of SFAS 165 did not have a significant effect on the Company's consolidated financial statements. In June 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No. 166 "Accounting for Transfers of Financial Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. As such, the Company is required to adopt this standard in 2010. The Company is evaluating the impact the adoption of SFAS 166 will have on its consolidated financial statements. In June 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No. 167 "Amendments to FASB Interpretation No. 46(R)" ("SFAS 167"). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities", as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise's involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. As such, the Company is required to adopt this standard in 2010. The Company is evaluating the impact the adoption of SFAS 167 will have on its consolidated financial statements. In June 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles". SFAS 168 replaces SFAS 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by -9- NEXXNOW, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED JUNE 30, 2009 the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company is currently evaluating the impact of SFAS 168 on its consolidated financial statements but does not expect it to have a material effect. Subsequent events were evaluated through August 12, 2009, the date these financial statements were issued. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES METHOD OF ACCOUNTING The financial statements of NexxNow, Inc. (the "Company" included herein) have been prepared by the Company pursuant to the rules and regulations of the Security Exchange Commission (the "SEC"). The Company maintains its books and prepares its financial statements on the accrual basis of accounting. The accompanying financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company as of and for the three months ended June 30, 2009. Factors that affect the comparability of financial data from year to year include nonrecurring expenses associated with the Company's registration with the SEC, costs incurred to raise capital and stock awards. On March 28, 2008, the Company entered into a Share Exchange Agreement with the shareholders of NexxNow China, Inc., a Delaware corporation. The shareholders transferred to the Company all of the outstanding capital stock of NexxNow China, and the Company issued 43 million shares of its common stock to the shareholders. The new direction of the Company will be to engage in the business of marketing sporting events in The People's Republic of China. CASH AND CASH EQUIVALENTS Cash and cash equivalents include time deposits, certificates of deposits and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts. INCOME TAXES The Company accounts for income taxes in accordance with SFAS No. 109 "Accounting for Income Taxes" using the asset and liability approach, which -10- NEXXNOW, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED JUNE 30, 2009 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in the income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances. The Company had no material deferred tax assets or liabilities for the period presented. Deferred income taxes result from temporary differences between the basis of assets and liabilities recognized for differences between the financial statement and tax basis thereon, and for the expected future benefits to be derived from net operating losses and tax credit carry forwards. The Company has had significant operating losses and a valuation allowance is recorded for the entire amount of the deferred tax assets. LOSS PER COMMON SHARE Earnings (loss) per common share is computed in accordance with SFAS No. 128 "Earnings by Share" by dividing income available to common stockholders by weighted average number of common shares outstanding for each period. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results can differ from those estimates. REVENUE RECOGNITION Revenue from execution of license agreements consists of a one-time development fee and periodic maintenance fees. The revenue is earned and recognized in conjunction with the provisions of the agreements. NOTE C - GOING CONCERN The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported net losses and an accumulated deficit totaling $11,618,748 for the period from date of inception (November 12, 1998) through June 30, 2009. -11- NEXXNOW, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED JUNE 30, 2009 The Company's continued existence is dependent upon its ability to raise capital or to successfully market and sell its products. The Company plans to raise working capital through equity offerings and future profitable operations. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. NOTE D - OTHER INCOME On June 16, 2009, Kenneth Keller forgave $45,760 in Loans Payable, resulting in an increase in Other Income. NOTE E - SUBSEQUENT EVENTS In August 2009 Gary Berthold purchased 35,013,540 shares of NexxNow common stock from Kenneth Keller, representing a majority of the outstanding shares. In connection with the purchase, all of the directors and officers of the Company resigned from their positions, after first appointing Mr. Berthold to serve as sole director and sole officer. Mr. Berthold then re-appointed Sterling Shepperd to serve as Chief Financial Officer. In August 2009 NexxNow entered into two Secured Convertible Debentures that were converted from existing loans, one to Kevin Brinkworth Sr. in the principal amount of $102,600 and one to Thomas C. Reese in the principal amount of $28,500. Each debenture is payable in six equal monthly installments commencing on October 15, 2009. The holder of each debenture may convert the principal amount into NexxNow common stock at $.005 per share. In the event of a default, the debenture issued to Mr. Brinkworth may be converted into 70% of the outstanding common stock of NexxNow and the debenture issued to Mr. Reese may be converted into 20% of the outstanding common stock of NexxNow. -12- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE GENERALLY IDENTIFIABLE BY USE OF THE WORDS "BELIEVES," "EXPECTS," "INTENDS," "ANTICIPATES," "PLANS TO," "ESTIMATES," "PROJECTS," OR SIMILAR EXPRESSIONS. THESE FORWARD-LOOKING STATEMENTS REPRESENT MANAGEMENT'S BELIEF AS TO THE FUTURE OF NEXXNOW, INC. WHETHER THOSE BELIEFS BECOME REALITY WILL DEPEND ON MANY FACTORS THAT ARE NOT UNDER MANAGEMENT'S CONTROL. MANY RISKS AND UNCERTAINTIES EXIST THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN THESE FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO REVISE OR PUBLICLY RELEASE THE RESULTS OF ANY REVISION TO THESE FORWARD-LOOKING STATEMENTS. RESULTS OF OPERATIONS Due to our lack of funds, our operations are very limited. As a result, we realized no revenue during the three months ended June 30, 2009. Likewise we realized no revenue during the three months ended June 30, 2008. Our largest expense in the three months ended June 30, 2009 and the three months ended June 30, 2008 was consulting fees, which totaled $6,950 in the recent period and $213,624 in the three months ended June 30, 2008. Our business activities during the three months ended June 30, 2009 resulted in $22,557 in expenses. However, during the period, our majority shareholder forgave a loan of $45,758 and some accrued expense were written-off, which resulted in "other income" of $47,010. As a result we realized a net income of $24,453 for the quarter, compared to a net loss of $416,889 for the three months ended June 30, 2008. LIQUIDITY AND CAPITAL RESOURCES Since we initiated our current business in 2004, our operations have been funded primarily by the private sale of equity and debt to investors. During the three months ended June 30, 2009, our operations were funded by loans from shareholders in the amount of $2,700. Through June 30, 2009, however, we had used virtually all of those funds for our operations. When the quarter ended on June 30, 2009, our balance sheet showed a working capital deficit of $237,547, primarily consisting of loans payable to stockholders. We currently have very little cash on hand and no other liquid assets. Therefore, in order to carry on our business, we must obtain additional capital. We continue to actively seek investment capital. At the present time, however, no one has committed to provide us any additional funds. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations. -13- IMPACT OF ACCOUNTING PRONOUNCEMENTS There were no recent accounting pronouncements that have had a material effect on the Company's financial position or results of operations. There were no recent accounting pronouncements that are likely to have a material effect on the Company's financial position or results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES Gary Berthold, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of NexxNow's disclosure controls and procedures as of June 30, 2009. Pursuant to Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, "disclosure controls and procedures" means controls and other procedures that are designed to insure that information required to be disclosed by NexxNow in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time limits specified in the Commission's rules. "Disclosure controls and procedures" include, without limitation, controls and procedures designed to insure that information NexxNow is required to disclose in the reports it files with the Commission is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. In the course of that review, Mr. Berthold identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting. The material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. In light of this situation, management has considered adding personnel to the company's bookkeeping and accounting operations. However, as there has been no instance during fiscal 2009 or fiscal 2010 in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, management determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our limited resources at this time. -14- Based on his evaluation, Mr. Berthold concluded that NexxNow's system of disclosure controls and procedures was not effective as of June 30, 2009 for the purposes described in this paragraph. CHANGES IN INTERNAL CONTROLS. There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during NexxNow's first fiscal quarter that has materially affected or is reasonably likely to materially affect NexxNow's internal control over financial reporting. PART II. OTHER INFORMATION ITEM 6. EXHIBITS 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. -15- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. NEXXNOW, INC. Date: August 12, 2009 By: /s/ GARY BERTHOLD ___________________________ Gary Berthold Chief Executive Officer -16-