NOTES
TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(unaudited)
(Express
in United States Dollars (“US dollars”), except for number of shares)
NOTE
1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Legacy
Ventures International, Inc. (“Legacy” or the “Company”), was incorporated on March 4, 2014 under the laws of
the State of Nevada. The Company currently has no ongoing operations except for the incurring of general and administrative expenditures.
On
August 9, 2018, the former holder of 91% of the outstanding shares of common stock of the Company, approved the appointment of Peter
Sohn as the Chief Executive Officer and Chief Financial Officer and Director of the Company. Effective December 17, 2018, and Mr. Sohn
accepted the appointments as Chief Executive Officer and Chief Financial Officer and Director of the Company.
On
December 17, 2018, the former of 91% of the outstanding shares of common stock of the Company delivered to Peter Sohn an agreement for
the acquisition by Mr. Sohn of the Shares from Mr. Letcavage, which agreement was dated August 9, 2018, but was delivered and deemed
effective on December 17, 2018 (the “Agreement”). As a result, Mr. Sohn was able to unilaterally control the election of
our Board of Directors, all matters upon which shareholder approval was required and, ultimately, the direction of the Company.
COVID-19
The
outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide
enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed
quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global
equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary
and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this
time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity
of these developments and the impact on the financial results and conditions of the Company in future periods. To date the Company has
not experienced any impacts as a result of COVID-19.
NOTE
2 – GOING CONCERN AND BASIS OF PRESENTATION
The
Company’s unaudited interim condensed financial statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2021, the Company has a working
capital deficiency of $95,154, and an accumulated deficit of $6,489,957. The Company’s continued existence is dependent upon its
ability to continue to execute its operating plan and to obtain additional debt or equity financing. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern. There can be no assurance that the necessary debt or equity financing
will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations.
Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable
value of its assets may be materially less than the amounts recorded in the unaudited interim condensed financial statements. The unaudited
interim condensed financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might
be necessary should the Company be unable to continue in existence.
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
SIGNIFICANT
ACCOUNTING POLICIES
The
Company’s significant accounting policies have not changed from the year ended June 30, 2021.
The
accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10–Q and Rule 10 of Regulation S–X. Accordingly, they
do not include all of the information and notes required by accounting principles generally accepted in the United States of America.
However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position
and operating results have been included in these unaudited condensed interim financial statements. These unaudited condensed interim
financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual
Report on Form 10–K for the fiscal year ended June 30, 2021, as filed with the SEC on September 28, 2021. Operating results for
the three months ended September 30, 2021, are not necessarily indicative of the results that may be expected for any subsequent quarter
or for the year ending June 30, 2022.
LEGACY
VENTURES INTERNATIONAL, INC.
NOTES
TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(Expressed
in US dollars)
(Unaudited)
NOTE
4 – SECURED PROMISSORY AND CONVERTIBLE NOTES
Secured
Promissory Note
On
December 2, 2018, the Company issued a Secured Promissory Note (“Secured Note”) to an accredited investor. The Secured Note
has an aggregate principal amount of $50,000, and is payable on December 2, 2019 (the “Maturity Date”), and bears an interest
rate of 4% per annum and a default interest rate of 18% per annum. The amount owing under the Secured Note is secured by the assets of
the Company. The Secured Note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between
the Company and the note holder. Interest expense for the three months ended September 30, 2021 and 2020 was $2,391 and $2,391, respectively.
On
September 6, 2019, the Company issued a Secured Promissory Note (“Secured Note”) to an accredited investor. The Secured Note
has an aggregate principal amount of $50,000, and is payable on September 6, 2020 (the “Maturity Date”), and bears an interest
rate of 4% per annum and a default interest rate of 18% per annum. The amount owing under the Secured Note is secured by the assets of
the Company. The note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the
Company and the note holder. Interest expense for the three months ended September 30, 2021 and 2020, was $2,391 and $1,039, respectively.
On
October 1, 2020, the Company issued a Secured Promissory Note (“Secured Note”) to an accredited investor. The Secured Note
has an aggregate principal amount of $65,000, and is payable on October 1, 2021, (the “Maturity Date”), and bears an interest
rate of 4% per annum and a default interest rate of 18%. The amount owing under the Secured Note is secured by the assets of the Company.
The note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the Company and
the note holder. Interest expense for the three months ended September 30, 2021 and 2020, was $655 and $0, respectively.
On
August 13, 2021, the Company issued a Secured Promissory Note (“Secured Note”) to an accredited investor. The Secured Note
has an aggregate principal amount of $40,000, and is payable on August 13, 2022, (the “Maturity Date”), and bears an interest
rate of 4% per annum and a default interest rate of 18% per annum. The amount owing under the Secured Note is secured by the assets of
the Company. The note may be converted, the terms of which are to be negotiated between the Company and the note holder. Interest expense
for the three months ended September 30, 2021 and 2020, was $470 and $nil, respectively.
As
of September 30, 2021, each note holder has agreed to entered into a cancellation and release agreement to provide conclusive evidence
of the cancellation, settlement and full and final mutual release with respect to all and any rights, obligations and disputes among
the Parties arising under the Secured Note. There is no outstanding interest payable nor outstanding secured promissory note. The cancellation
of secured promissory notes and the cancellation of interest payable were recorded as a gain on the statement of operation and
comprehensive income (loss). The principal amount of $205,000, plus accumulated interest of $33,941, were forgiven.
Unsecured
Convertible Promissory Notes
On
June 28, 2017 the Company issued $20,000 of unsecured convertible promissory notes (“Convertible Notes”). The notes were
assigned to 5 different arm’s length parties, each holding $4,000. The Convertible Notes matured on June 27, 2018, and bear interest
at a rate of 8% per annum, and 12% for amounts owing past the default date. The Convertible Notes are convertible into the Common Stock
of the Company at a fixed conversion rate of $0.75 per share at any time prior to the maturity date. The Company evaluated the terms
and conditions of the Convertible Notes under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition
of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates
a limitation on the number of shares issuable under the arrangement. The instrument was convertible into a fixed number of shares and
there were no down round protection features contained in the contracts. The Company was required to consider whether the hybrid contracts
embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount resulted in a BCF because
the fair value of the conversion was greater than the Company’s stock price on the date of issuance and a BCF was recorded in the
amount of $20,000 and accordingly the amount of $20,000 was credited to Additional Paid in Capital. The BCF which represents debt discount
is accreted over the life of the loan using the effective interest rate. Interest expense for the three months ended September 30, 2021
and 2020 was $248 and $238, respectively.
As
of September 30, 2021, each note holder has agreed to entered into a cancellation and release agreement to provide conclusive evidence
of the cancellation, settlement and full and final mutual release with respect to all and any rights, obligations and disputes among
the Parties arising under the Secured Note. Three is no outstanding interest payable nor outstanding secured promissory note. The cancellation
of convertible promissory notes and the cancellation of interest payable were recorded as a gain on the statement of operation
and comprehensive income (loss). The principal amount of $20,000, plus accumulated interest of $11,840, were forgiven.
LEGACY
VENTURES INTERNATIONAL, INC.
NOTES
TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(Expressed
in US dollars)
(Unaudited)
NOTE
5 – RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES
The
Company was previously advanced funds by a third party, the funds were used to pay certain professional fees including auditors, and
accountants. The Company has agreed with the third party with respect to settlement of the amount advanced. As of September 30, 2021,
there is no outstanding amount owe to third party.
For
the three months ended September 30, 2021, there were no related party transactions.
For
the three months ended September 30, 2020, $3,000 was paid to the Company’s sole Director and Officer, the amount expensed is in
Professional fees in the interim unaudited condensed statements of operations and comprehensive income (loss). There were no other related
party transactions.
NOTE
6 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
The
Company follows ASC Topic 260 to account for the income (loss) per share. Basic income (loss) per common share (“EPS”) calculations
are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted
income (loss) per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive
common share equivalents (if dilutive) outstanding. All dilutive common share equivalents were anti-dilutive for the three months ended
September 30, 2021 and 2020.
NOTE
7 - COMMON AND PREFERRED STOCK TRANSACTIONS
As
of September 30, 2021, the Company was authorized to issue 10,000,000 of preferred stock, with a par value of $0.0001 and 100,000,000
of common stock, with a par value of $0.0001.
There
were no common stock transactions in the three months ended September 30, 2021 and 2020.
As
of September 30, 2021, and June 30, 2021, the Company had 315,064 common stock issued and outstanding.
NOTE
8 - SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred after September 30, 2021 up through the date the Company issued the interim condensed financial statements.