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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal years ended June 30, 2022

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to ____ to ______

 

Commission File Number 000-55849

 

LEGACY VENTURES INTERNATIONAL, INC

(Exact name of registrant as specified in its charter)

 

Nevada   30-0826318

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

Unit 01, 82/F. International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

(Address of principal executive offices) (Zip Code)

 

+852 3960 6394

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12 (b) of the Exchange Act: None

 

Securities registered under Section 12 (g) of the Exchange Act: Common stock, $0.0001 par value (the “Common Stock”).

 

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

 

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 ☒ No

 

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 ☐ 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 (§ 229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒
  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliate of the registrant as of December 31, 2021 was approximately $1,890,384 based on the closing price on December 31, 2021. Shares of the registrant’s common stock held by each executive officer and director and each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

There was a total of 50,315,064 shares of the registrant’s common stock outstanding as of September 30, 2022.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 
 

 

Table of Contents

 

    Page
     
     
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 2
     
USE OF TERMS 3
     
PART I 4
Item 1. Business 4
Item 1A. Risk Factors 5
Item 1B Unresolved Staff Comments 5
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Mine Safety Disclosures 5
     
PART II 6
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6
Item 6. [Reserved] 9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 13
Item 8. Financial Statements and Supplementary Data 14
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 15
Item 9A. Controls and Procedures 15
Item 9B. Other Information 16
Item 9C. Disclosure Regarding Foreign Jurisdiction That Prevents Inspection 16
     
PART III 17
Item 10. Directors, Executive Officers and Corporate Governance 17
Item 11. Executive Compensation 20
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 22
Item 13. Certain Relationships and Related Transactions, and Director Independence 23
Item 14. Principal Accounting Fees and Services 24
     
PART IV
Item 15. Exhibits, Financial Statement Schedules 25
Item 16. Form 10-K Summary 25
     
SIGNATURES 26

 

 
 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

 

  ● dependence on key personnel;
     
  ● competitive factors;
     
  ● the operation of our business; and
     
  ● general economic conditions in the United States.

 

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

 

2

 

 

USE OF TERMS

 

Except as otherwise indicated by the context, all references in this report to:

 

  ● “Legacy Ventures,” “Company,” “we,” or “our,” unless the context otherwise requires, are to Legacy Ventures International, Inc.
     
  ● “SEC” are to the United States Securities and Exchange Commission;
     
  ● “Securities Act” are to the Securities Act of 1933, as amended;
     
  ● “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
     
  ● “U.S. dollar,” “USD,” “US$” and “$” are to the legal currency of the United States.

 

Available Information

 

The Company’s filings with the Securities and Exchange Commission (“SEC”) may be accessed at the internet address of the SEC, which is http://www.sec.gov. Also, the public may read and copy any materials that the Company files with at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

3

 

 

PART I

 

ITEM 1. BUSINESS

 

Overview

 

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 October 14, 2021, as a result of a private transactions, 286,720 shares of common stock, $0.0001 par value per share (the “Shares”) of the Company, were transferred from Peter Sohn to Ying Feng LAI, Wei TJONG, Pak Hong WAN, Johnathan Chung Hon CHOI, Chi Hung YEUNG, and Hau Ming CHOW (together, the “Purchasers”). As a result, the Purchasers became holders of approximately 91% of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholders.

 

Secured Promissory Note

 

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. 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.

 

As of September 30, 2021, each note holder had 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 was 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 statements of operations and comprehensive income (loss). The principal amount of $205,000, plus accumulated interest of $33,941, were forgiven.

 

Unsecured Convertible Promissory Notes

 

As of September 30, 2021, each note holder had 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 was 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 statements of operations and comprehensive income (loss). The principal amount of $20,000, plus accumulated interest of $11,840, were forgiven.

 

4

 

 

Employees

 

The Company currently has no full time employees outside of the officer and directors.

 

Transfer Agent

 

We have engaged Transfer Online, Inc. as our stock transfer agent. Transfer Online, Inc. is located at 512 SE Salmon St., Portland, OR 97214. Phone: (503) 227-2950.

 

ITEM 1A. RISK FACTORS

 

Smaller reporting companies are not required to provide the information required by this item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

Not Applicable.

 

ITEM 2. PROPERTIES

 

The Company’s current executive offices are located at Unit 01, 82/F. International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

5

 

 

PART II

 

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Common Stock

 

We are authorized to issue 100,000,000 shares of Common Stock, at a par value $0.0001 per share. The holders of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election.

 

The holders of Common Stock are entitled to receive ratably such dividends when, as and if declared by the Board of Directors out of funds legally available therefore. In the event we have liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the Common Stock. Holders of shares of Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock.

 

Market Information

 

The Company’s Common Stock currently only trades on the Pink Sheets operated by OTC Markets Inc. under the symbol “LGYV”. Shares in the common stock of the Company are very thinly traded, typically trading less than 100 shares in any trading day, and often not trading at all.

 

The following historical quotations obtained online at the OTC Markets website reflects the high and low bids for our Common Stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

 

Fiscal Year Ended June 30, 2022

 

Quarter Ended  High $   Low $ 
June 30, 2022  $5.00   $5.00 
March 31, 2022  $8.88   $4.00 
December 31, 2021  $14.95   $4.00 
September 30, 2021  $12.00   $1.25 

 

6

 

 

Fiscal Year Ended June 30, 2021

 

Quarter Ended  High $   Low $ 
June 30, 2021  $1.25   $1.25 
March 31, 2021  $2.00   $0.10 
December 31, 2020  $0.90   $0.09 
September 30, 2020  $1.30   $0.75 

 

On September 30, 2022, the last sales price per share of our common stock was $5.00 per share.

 

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a “penny stock,” we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by the Penny Stock Rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

 

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

 

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

 

7

 

 

Shareholders

 

As of September 30, 2022, there are 50,315,064 shares of Common Stock issued and outstanding held by 37 shareholders of record.

 

Dividend Policy

 

We have never paid any cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our Board of Directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences and the restrictions that applicable laws and other arrangements then impose.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

There are 5,000,000 shares authorized for issuance under equity compensation plans, none of which have been issued.

 

Recent Sales of Unregistered Securities

 

On April 11, 2022, Legacy Ventures International, Inc. (the “Company”) entered into a subscription agreement with Wei TJONG, subscribing 50,000,000 shares. The investor agreed to subscribe 50,000,000 shares of the Company’s common stock with par value $0.0001 per share, at a purchase price of $0.0008 per share, in aggregate for cash consideration of $40,000.

 

Regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

The securities granted or sold under these agreements are unregistered and may only be resold or transferred if they later become registered or fall under an exemption to the Securities Act or applicable state laws. Our typical investor or grantee generally relies upon Rule 144 of the Securities Act, which, in addition to requiring several other conditions before resale may occur, requires that the securities issued be held for a minimum of six months.

 

8

 

 

ITEM 6. [RESERVED]

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this annual report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

 

Plan of Operation

 

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.

 

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.

 

Results of Operations for the years ended June 30, 2022 and 2021

 

Operating expenses. Operating expenses for the year ended June 30, 2022, was $54,822 compared with $52,164 for the year ended June 30, 2021. Operating expenses were almost the same for both years.

 

Other income (expenses). Other income was higher for the year ended June 30, 2022, compared with the other expenses for the year ended June 30, 2021, primarily due to gain on cancellation of secured promissory notes and convertible notes, gain on cancellation of interest payable and gain on cancellation of third party advances and accrued liabilities.

 

9

 

 

Net income (loss). Net income for the year ended June 30, 2022, was $307,468, compared with net loss of $102,392 for the year ended June 30, 2021.

 

Liquidity and Capital Resources

 

As of June 30, 2022, the Company’s primary source of liquidity consisted of $21,017 (June 30, 2021 - $22,780) in cash. The Company financed its operations through a combination of advances from third parties and the issuance of secured promissory notes, convertible promissory notes and common stock.

 

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.

 

On April 11, 2022, Legacy Ventures International, Inc. (the “Company”) entered into a subscription agreement with Wei TJONG, subscribing 50,000,000 shares. The investor agreed to subscribe 50,000,000 shares of the Company’s common stock with par value $0.0001 per share, at a purchase price of $0.0008 per share, in aggregate for cash consideration of $40,000.

 

The Company is currently experiencing a shortfall in operating capital which raises substantial doubt about the Company’s ability to continue as a going concern. With the expected cash requirements for the coming months, without additional cash inflows from a corporate transaction, there is substantial doubt as to the Company’s ability to continue operations.

 

We may seek to secure additional debt or equity capital to finance substantial business development initiatives. There is presently no agreement in place with any source of financing for the Company and there can be no assurance that the Company will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business, and may cause the Company to cease operations. Consequently, shareholders could incur a loss of their entire investment in the Company.

 

10

 

 

Net Cash Used in Operating Activities

 

During the year ended June 30, 2022, cash used in operations was $93,236 and $57,356 for the year ended June 30, 2021, respectively. Cash used in operating activities was primarily the result of settlement of accrual liabilities and repayment to third parties.

 

Net Cash Used in Investing Activities

 

There was no cash used in or provided from investing activities for the year ended June 30, 2022 and 2021.

 

Net Cash Provided by Financing Activities

 

There was cash provided from financing activities of $91,473 and $65,000, respectively for the year ended June 30, 2022 and 2021, as a result of the proceeds received from the issuance of a secured promissory note and common stock, and advances from a shareholder.

 

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 the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

Going Concern

 

The Company’s 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. During the current year, although the Company has generated income from operations, the Company has, an accumulated deficit of $6,445,507 as of June 30, 2022 (June 30, 2021 - $6,752,975). 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 cast substantial doubt on 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 financial statements. The 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.

 

11

 

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies currently fit this definition.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in United States dollars (“USD”).

 

The Company’s fiscal year-end is June 30. The Company’s functional currency is US dollar and the Company’s reporting currency is U.S. dollar.

 

Cash

 

Cash includes cash on hand and balances with banks or with third parties.

 

Income (Loss) Per Share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflect the potential dilution of securities that could share in the income (loss) of an entity. Diluted income (loss) per share exclude all potentially dilutive shares if their effect is anti-dilutive. All dilutive common share equivalents were anti-dilutive for the years ended June 30, 2022 and 2021.

 

Foreign Currency Translation

 

The Company’s functional currency is US dollar. The Company’s reporting currency is U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year.

 

12

 

 

Fair Value of Financial Instruments

 

ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities.
   
Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets.
   
Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

Income Taxes

 

The Company accounts for income taxes under ASC Topic 740 Accounting for Income Taxes. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

 

The Company adopted the FASB guidance concerning accounting for uncertainty in income taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, as of July 1, 2017. The guidance requires that the Company determine whether it is more likely than not that a tax position will not be sustained upon examination by the appropriate taxing authority. If a tax position does not meet the more likely than not recognition criterion, the guidance requires that the tax position be measured at the largest amount of benefit greater than 50 percent not likely of being sustained upon ultimate settlement. Based on the Company’s evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

13

 

  

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

LEGACY VENTURES INTERNATIONAL, INC.

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
   
Report of Independent Registered Public Accounting Firms F-1
   
Balance Sheets as of June 30, 2022 and 2021 F-3
   
Statements of Operations and Comprehensive Income (Loss) for years ended June 30, 2022 and 2021 F-4
   
Statements of Stockholders’ Deficiency for the years ended June 30, 2022 and 2021 F-5
   
Statements of Cash Flows for the years ended June 30, 2022 and 2021 F-6
   
Notes to Financial Statements F-7 - F-13

 

14

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1930)

 

To the Board of Directors and Stockholders of Legacy Ventures International, Inc.:

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Legacy Ventures International, Inc. (the “Company”) as of June 30, 2022 and 2021 and the related statements of operations and comprehensive income (loss), stockholders’ deficiency, and cash flows for the years ended June 30, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”).

 

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two year period ended June 30, 2022 in conformity with accounting principles generally accepted in the United States of America.

 

Material Uncertainty Related to Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. This matter is also described in the “Critical Audit Matters” section of our report.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

 F-1 
 

 

Going Concern

 

Critical Audit Matter Description

 

As described in Note 2, for the fiscal years ended June 30, 2022 and 2021, the Company reported accumulated deficit of $6,445,507 and $6,752,975 and a working capital deficiency of $10,704 and $358,172, respectively. The Company’s operations are mainly funded with debt financing, which is dependent upon many external factors and may be difficult to raise when required. The Company may not have sufficient cash to fund its operations, and therefore, will require additional funding, which if not raised, may result in the delay, postponement or curtailment of some or all of its activities. Management has prepared future cash flow forecasts, which involves judgement and estimation of key variables, such as planned expenditures, future financings and market conditions. Future economic conditions, including the impact of the global COVID-19 pandemic and effects of key events subsequent to the year end, such as debt financing, also impacted management’s judgements and estimates.

 

We identified the Company’s ability to continue as a going concern as a critical audit matter because auditing the Company’s going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of the cash flow forecasts, planned refinancing actions and other assumptions used in the Company’s going concern analysis. The Company’s ability to execute the planned refinancing actions are especially judgmental given that the global financial markets and economic conditions have been, and continue to be, volatile as a result of the COVID-19 pandemic.

 

This matter is also described in the “Material Uncertainty Related to Going Concern” section of our report.

 

Audit Response

 

We responded to this matter by performing procedures over management’s assessment of the Company’s ability to continue as a going concern. Our audit work in relation to this included, but was not restricted to, the following:

 

●We inquired with management whether there is substantial doubt regarding the Company’s ability to continue as a going concern;
●We inquired and evaluated management’s plan for future actions, including subsequent events, and whether the outcome of these plans is likely to improve the situation and assessed the feasibility of the plan;
●We reviewed the related financial statement disclosure in the notes to the financial statements to ensure they are adequate.

 

 

Chartered Professional Accountants

Licensed Public Accountants

 

We have served as the Company’s auditor since 2018.

 

Mississauga, Canada

 

September 30, 2022

 

 

 F-2 
 

 

LEGACY VENTURES INTERNATIONAL, INC.

BALANCE SHEETS

(Express in United States Dollars (“US dollars”), except for number of shares)

 

   Note   June 30, 2022   June 30, 2021 
ASSETS               
Current assets               
Cash       $21,017   $22,780 
Total assets       $21,017   $22,780 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY               
Current liabilities               
Accounts payable and accrued liabilities   5   $20,248   $140,609 
Secured promissory notes   4    -    165,000 
Convertible notes   4    -    20,000 
Interest payable   4    -    32,418 
Advances from third parties   5    -    22,925 
Advances from a shareholder   5    11,473    - 
Total liabilities       $31,721   $380,952 
                
Stockholders’ deficiency               
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized: Preferred Stock – no shares issued and outstanding June 30, 2022, and June 30, 2021   6   $-   $- 
Common Stock, $0.0001 par value; 100,000,000 shares authorized: Common Stock – 50,315,064 and 315,064 shares issued and outstanding June 30, 2022 and June 30, 2021, respectively   6    5,032    32 
Additional paid in capital        6,429,771    6,394,771 
Accumulated deficit        (6,445,507)   (6,752,975)
Total stockholders’ deficiency        (10,704)   (358,172)
Total liabilities and stockholders’ deficiency       $21,017   $22,780 
                
Going concern   2           
Subsequent events   8           

 

See accompanying notes to the financial statements

 

 F-3 
 

 

LEGACY VENTURES INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Express in United States Dollars (“US dollars”), except for number of shares)

 

   Note   2022   2021 
       For the years ended June 30, 
   Note   2022   2021 
Operating expenses               
Professional fees   5   $40,367   $46,900 
Other general and administration expenses        14,455    5,264 
Loss from operations        (54,822)   (52,164)
Other income (expenses)               
Interest expense - Convertible and Secured notes   4    (13,363)   (20,524)
Gain on cancellation of secured promissory notes and convertible notes   4    225,000    - 
Gain on cancellation of interest payable   4    45,781    - 
Gain on cancellation of third party advances and accrued liabilities   5    104,760    - 
Exchange gain        145      
Bank charges and other        (33)   (29,704)
Total other income (expenses)        362,290    (50,228)
Income (Loss) before taxes        307,468    (102,392)
Net income (loss) and comprehensive income (loss)       $307,468   $(102,392)
                
Net income (loss) per share - basic and diluted       $0.03   $(0.32)
Weighted average number of common shares outstanding - basic and diluted        

11,273,968

    315,064 

 

See accompanying notes to the financial statements

 

 F-4 
 

 

LEGACY VENTURES INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

(Express in United States Dollars (“US dollars”), except for number of shares)

 

                               
       Common Stock             
   Note   Number of Shares   Amount   Additional paid in capital   Deficit   Total 
June 30, 2020       315,064   $32   $6,394,771   $(6,650,583)  $(255,780)
                               
Net loss        -    -    -    (102,392)   (102,392)
June 30, 2021        315,064   $32   $6,394,771   $(6,752,975)  $(358,172)
Share issuance   6    50,000,000    5,000    35,000    -    40,000 
Net income        -    -    -    307,468    307,468 
June 30, 2022        50,315,064   $5,032   $6,429,771   $(6,445,507)  $(10,704)

 

See accompanying notes to the financial statements

 

 F-5 
 

 

LEGACY VENTURES INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS

(Express in United States Dollars (“US dollars”), except for number of shares)

 

   2022   2021 
  

For the years ended

June 30,

 
   2022   2021 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income (loss)  $307,468   $(102,392)
Gain on cancellation of secured promissory notes and convertible notes   (225,000)   - 
Gain on cancellation of interest payable   (45,781)   - 
Gain on cancellation of third party advances and accrued liabilities   (104,760)   - 
Changes in non-cash operating assets and liabilities          
Interest payable – Convertible notes   13,363    20,524 
Advances from third parties   (20,055)   - 
Accounts payable and accrued liabilities   (18,471)   24,512 
Net cash flows used in operating activities   (93,236)   (57,356)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from share issuance   40,000    - 
Advances from a shareholder   11,473    - 
Proceeds from secured convertible note   40,000    65,000 
Net cash flows provided by financing activities   91,473    65,000 
           
(Decrease) Increase in cash   (1,763)   7,644 
Cash, beginning of year   22,780    15,136 
Cash, end of year  $21,017   $22,780 
           
Cash payments for:          
Interest  $-   $- 
Income taxes  $-   $- 

 

See accompanying notes to the financial statements

 

 F-6 
 

 

LEGACY VENTURES INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

(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.

 

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 audited 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 June 30, 2022, the Company has a working capital deficiency of $10,704 (June 30, 2021 - $358,172), and an accumulated deficit of $6,445,507 (June 30, 2021 - $6,752,975). 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 audited financial statements. The audited 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.

 

 F-7 
 

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in United States dollars (“USD”).

 

The Company’s fiscal year-end is June 30. The Company’s functional currency is USD and the Company’s reporting currency is USD.

 

Cash

 

Cash includes cash on hand and balances with banks or with third parties.

 

Income (Loss) Per Share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflect the potential dilution of securities that could share in the income (loss) of an entity. Diluted income (loss) per share exclude all potentially dilutive shares if their effect is anti-dilutive. All dilutive common share equivalents were anti-dilutive for the years ended June 30, 2022 and 2021.

 

Foreign Currency Translation

 

The Company’s functional currency is USD. The Company’s reporting currency is USD. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year.

 

 F-8 
 

 

Fair Value of Financial Instruments

 

ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 -   Valuation based on quoted market prices in active markets for identical assets or liabilities.
     
Level 2 -   Valuation based on quoted market prices for similar assets and liabilities in active markets.
     
Level 3 -   Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

Income Taxes

 

The Company accounts for income taxes under ASC Topic 740 Accounting for Income Taxes. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

 

 F-9 
 

 

The Company adopted the FASB guidance concerning accounting for uncertainty in income taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, as of July 1, 2017. The guidance requires that the Company determine whether it is more likely than not that a tax position will not be sustained upon examination by the appropriate taxing authority. If a tax position does not meet the more likely than not recognition criterion, the guidance requires that the tax position be measured at the largest amount of benefit greater than 50 percent not likely of being sustained upon ultimate settlement. Based on the Company’s evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements. Interest and penalties are recorded in bank and other charges in the statement of operations and comprehensive loss and accounts payable and accrued liabilities in the balance sheets.

 

The Company has reviewed the new pronouncements from FASB, however, none of the recent accounting pronouncements have an impact on the Company.

 

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 had an aggregate principal amount of $50,000, and was payable on December 2, 2019 (the “Maturity Date”), and borne an interest rate of 4% per annum and a default interest rate of 18% per annum. The amount owing under the Secured Note was secured by the assets of the Company. The Secured Note might be converted into shares of common stock of the Company, the terms of which were to be negotiated between the Company and the note holder. Interest expense for the years ended June 30, 2022 and 2021 was $2,391 and $9,486, respectively.

 

On September 6, 2019, the Company issued a Secured Promissory Note (“Secured Note”) to an accredited investor. The Secured Note had an aggregate principal amount of $50,000, and was payable on September 6, 2020 (the “Maturity Date”), and borne an interest rate of 4% per annum and a default interest rate of 18% per annum. The amount owing under the Secured Note was secured by the assets of the Company. The note might be converted into shares of common stock of the Company, the terms of which were to be negotiated between the Company and the note holder. Interest expense for the years ended June 30, 2022 and 2021, was $2,391 and $8,134, respectively.

 

On October 1, 2020, the Company issued a Secured Promissory Note (“Secured Note”) to an accredited investor. The Secured Note had an aggregate principal amount of $65,000, and was payable on October 1, 2021, (the “Maturity Date”), and borne an interest rate of 4% per annum and a default interest rate of 18%. The amount owing under the Secured Note was secured by the assets of the Company. The note might be converted into shares of common stock of the Company, the terms of which were to be negotiated between the Company and the note holder. Interest expense for the years ended June 30, 2022 and 2021, was $655 and $1,944, respectively.

 

 F-10 
 

 

On August 13, 2021, the Company issued a Secured Promissory Note (“Secured Note”) to an accredited investor. The Secured Note had an aggregate principal amount of $40,000, and was payable on August 13, 2022, (the “Maturity Date”), and borne an interest rate of 4% per annum and a default interest rate of 18% per annum. The amount owing under the Secured Note was secured by the assets of the Company. The note might be converted, the terms of which were to be negotiated between the Company and the note holder. Interest expense for the years ended June 30, 2022 and 2021, was $470 and $nil, respectively.

 

As of September 30, 2021, each note holder had 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 was 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 statements of operations 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 borne interest at a rate of 8% per annum, and 12% for amounts owing past the default date. The Convertible Notes were 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 was accreted over the life of the loan using the effective interest rate. Interest expense for the years ended June 30, 2022 and 2021 was $248 and $960, respectively.

 

 F-11 
 

 

As of September 30, 2021, each note holder had 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 was 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 statements of operations and comprehensive income (loss). The principal amount of $20,000, plus accumulated interest of $11,840, were forgiven.

 

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. For the year ended June 30, 2022, we recognized a gain on cancellation of third party advances and accrued liabilities, amount of $104,760. As of June 30, 2022, there were no amounts owed to third parties outstanding.

 

For the year ended June 30, 2022, the Company was advanced funds by a shareholder. The funds were used to pay certain professional fees including auditors and accountants. The balance is non-interest bearing and due on demand. As at June 30, 2022, there was a balance of $11,473 due to the shareholder.

 

For the years ended June 30, 2021, the previous sole Director and Officer of the Company, earned fees of $12,000. The Company did not pay any other form of compensation to the Company’s sole Officer. There were no other related party transactions.

 

NOTE 6 - COMMON AND PREFERRED STOCK TRANSACTIONS

 

As of June 30, 2022, 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.

 

During the year ended June 30, 2022, the Company issued 50,000,000 shares of Common Stock through a private placement for gross proceeds of $40,000.

 

There were no common stock transactions for the year ended June 30, 2021.

 

As of June 30, 2022, and June 30, 2021, the Company had 50,315,064 and 315,064 Common Stock issued and outstanding, respectively.

 

 F-12 
 

 

NOTE 7 - INCOME TAXES

 

Income taxes

 

The provision for income taxes differs from that computed at the corporate tax rate of approximately 21% (2021-21%) as follows:

 

   2022   2021 
Net income (loss) before income taxes  $307,468   $(102,392)
Expected income tax expense (recovery) at statutory rates   64,570    (21,500)
Tax rate and other adjustments   —    — 
Tax effect of non-deductible expenses (taxable items)   (18,900)   6,300
Change in valuation allowance   (45,670)   15,200 
Provision for (benefit from) income taxes  $—   $— 

 

Deferred tax assets

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Net deferred tax assets consist of the following components as of June 30, 2022 and 2021 :

 

   2022   2021 
Deferred tax assets (non-current):          
Net operating loss  $407,130   $296,660 
Valuation allowance   (407,130)   (296,660)
Net deferred tax assets  $—   $— 

 

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 the financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2022 up through the date the Company issued the financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

 F-13 
 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are not effective at a reasonable assurance level based on their evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, our principal executive, principal accounting and principal financial officers, or persons performing similar functions, and effected by the our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management, including our Chief Executive Officer and Principal Financial Officer assessed the effectiveness of our internal control over financial reporting as of June 30, 2022. In making this assessment, management used the framework in Internal Control - Integrated Framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the COSO- 2013 criteria. Based on the assessment performed, management believes that as of June 30, 2022, our internal control over financial reporting was not effective based upon the COSO-2013 criteria. Additionally, based on management’s assessment, we determined that there were material weaknesses in our internal control over financial reporting as of June 30, 2022.

 

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This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

 

Changes in Internal Controls

 

During the year ended June 30, 2022, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

Item 9C. Disclosure regarding foreign jurisdictions that prevent inspections.

 

Not applicable

 

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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following information sets forth the names, ages, and positions of our current directors and executive officers as of June 30, 2022.

 

Name   Age   Office(s) held
         
Pak Hong WAN   41   Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director
Ying Feng LAI   31   Director

 

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

 

Pak Hong WAN– Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and the Chairman of Board of Directors of the Company

 

Mr. WAN obtained his Bachelor Degree in Design and Master of Philosophy, under School of Design of the Hong Kong Polytechnic University, in 2004 and 2007 respectively.

 

Since April 2014, Mr. WAN has been a director of All of This Limited (“ATL”), a company in light industry including light product design and manufacturing. Mr. WAN is responsible for the marketing development of ATL. Mr. WAN oversees and maintains company standard operating procedures including business relations, performances and communications. Mr. WAN identifies all business opportunities and executes plans strategically in order to expand business networks and build relationships.

 

Mr. WAN obtained many international Design Award from 2004 to 2012, including but not limited to, Good Design Award (Chicago, USA), Spark Concept Awards (San Francisco, USA), Most Successful Design Awards (Shanghai, China), Crystal Cabin Awards (Hamburg, Germany), Perspective Awards (Hong Kong, China). Mr. WAN also acted as Design Columnist in MILKX Magazine (China), Vision in Life Magazine (Hong Kong) and Think-Silly Online Magazine from 2008 to 2013.

 

The Company believes Mr. WAN’s extensive experience in design and marketing fields will help the brand building of the Company. As a result, Mr. WAN is appointed as the above-mentioned capacities of the Company.

 

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Ying Feng LAI - Director

 

Mr. Ying Feng LAI (“Mr. LAI”), age 30, obtained his Diploma of Business Administration in the Columbia College in Canada in 2012.

 

From January 2012 to March 2016, Mr. LAI was an assistant operation commissioner of Aquaporin Industries Limited, a water tech company delivering innovative technology built on nature’s own water filtration. (“Aquaporin”) Aquaporin had three target markets, namely industrial water, drinking water and hemodialysis. Mr. LAI was responsible for resources planning and management including hiring and interviewing, training, coaching, developing, objective setting and performance management.

 

Since April 2016, Mr. LAI has been a Vice President of Operation of Zeus Medicine Pharmaceutical Group Limited, a manufacturing company on branded and generic medicines and medical supplies. (“Zeus”) Mr. LAI is responsible for the leading, developing and mentoring manufacturing operation.

 

Mr. Ying Feng LAI has been appointed as a Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Directors of the Company since October 14, 2021.

 

Term of Office

 

Our Directors are appointed for a one year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the board.

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

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Committees of the Board

 

We do not currently have a compensation committee, executive committee, or stock plan committee.

 

Audit Committee

 

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. Our Board of Directors, which performs the functions of an audit committee, does not have a member who would qualify as an “audit committee financial expert” within the definition of Item 407(d)(5)(ii) of Regulation S-K.

 

Nomination Committee

 

Our Board of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.

 

When evaluating director nominees, our directors consider the following factors:

 

- The appropriate size of our Board of Directors;
- Our needs with respect to the particular talents and experience of our directors;
- The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

 

19

 

 

- Experience in political affairs;
- Experience with accounting rules and practices; and
- The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

 

Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

 

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

 

Code of Ethics

 

As of June 30, 2022, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

Item 11. Executive Compensation

 

Compensation Discussion and Analysis

 

We presently do not have employment or compensation agreements with any of our named executive officers and have not established any overall system of executive compensation or any fixed policies regarding compensation of executive officers.

 

20

 

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position  Year       Salary ($)   Bonus ($)   Stock Awards ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total ($) 
Pak Hong WAN (1)   2022             -        -         -         -            -          -         -    - 
President and CEO   2021         -    -    -    -    -    -    -    - 
Peter Sohn (3)   2022         -    -    -    -    -    -    -    - 
Previous Officer   2021    12,000    -    -    -    -    -    -    -    12,000 

 

(1) Mr. Pak Hong WAN was appointed as President and CEO on December 2, 2021.
(2) Mr. Peter Sohn resigned from all of his positions on October 25, 2021.

 

Stock Option Grants

 

We have not granted any stock options to the executive officers or directors since our inception.

 

Outstanding Equity Awards at Fiscal Year-End

 

None

 

21

 

 

Director Compensation

 

Name  Fee earned or paid in cash   Stock Awards   Option Awards   Non-equity incentive plan compensation   Nonqualified deferred compensation earnings   All other compensation   Total 
Pak Hong WAN(1)                                   
-2022           -          -        -          -          -          -          - 
-2021   -   $-    -    -    -    -   $- 
Ying Feng LAI(2)                                   
-2022   -    -    -    -    -    -    - 
-2021   -   $-    -    -    -    -   $- 
Peter Sohn(1)                                   
-2022   -    -    -    -    -    -    - 
-2021   -   $-    -    -    -    -   $- 

 

(1) Mr. Pak Hong WAN was appointed as director on December 2, 2021.
(2) Mr. Ying Feng LAI was appointed director on October 25, 2021.
(3) Mr. Peter Sohn resigned from all of his positions on October 25, 2021.

 

Employment Agreements with Current Management

 

We do not currently have any employment agreements in place with any of our executive officers.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth the beneficial ownership of our capital stock by each executive officer and director, by each person known by us to beneficially own more than 5% of any class of stock and by the executive officers and directors as a group. Percentage figures for beneficial ownership of common stock are based upon: 50,315,064 shares of common stock outstanding as of September 30, 2022.

 

Common Stock

 

Name and address of beneficial owner (1)  Amount of beneficial ownership   Percent of beneficial ownership 
Pak Hong WAN   9,300    -%
Ying Feng LAI   6,380    -%
Total of All Current Directors and Officers:   15,680    -%
           
Other 5% Holders:          
Wei Tjong   49,189,040    97.8%

 

(1) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days after such date.

 

22

 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Except as set forth below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us:

 

Related Party Transactions

 

Related parties’ relationships are as follows:

 

Wei TJONG Major shareholder of the Company

 

During the year ended June 30, 2022, Wei TJONG advanced $11,473 for operating expenses.

 

During the year ended June 30, 2022, the Company did not have transaction with David Po.

 

Amounts due to Wei TJONG as of June 30, 2022 and June 30, 2021, were $11,473 and $0, respectively.

 

The owing to Wei TJONG consists of working capital advances and borrowings. These amounts are due on demand and are non-interest bearing.

 

Director Independence

 

We adhere to the NASDAQ listing standards in determining whether a director is independent. Our board of directors consults with its counsel to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The NASDAQ listing standards define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

23

 

 

Consistent with these considerations, and considering their positions as executive officers and recent employees of the Company. Our board operates with 2 directors, we have determined that none of our directors qualifies as an independent director. We do not maintain a compensation, nominating or audit committee.

 

Item 14. Principal Accountant Fees and Services

 

The following table presents the aggregate fees billed for each of the last two fiscal years by the Company’s independent registered public accounting firm, MNP LLP for the years ended June 30, 2022 and 2021, in connection with the audit of the Company’s financial statements and other professional services rendered.

 

Year Ended:  Audit
Services		   Audit
Related Fees		   Tax Fees   Other Fees 
June 30, 2022  $19,182   $–   $–   $– 
June 30, 2021  $22,492   $      –   $       –   $        – 

 

Audit fees represent the professional services rendered for the audit of the Company’s annual financial statements and the review of the Company’s financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or other engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported under audit fees.

 

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other categories.

 

24

 

 

Item 15. Exhibits, Financial Statements Schedules

 

(a) Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

(b) Exhibits

 

Exhibit Number   Description
2.1   Share Exchange Agreement between the Company and RM Fresh Brands, Inc., dated September 30, 2015 (2)
2.2   Addendum No. 1 to Share Exchange Agreement between the Company and RM Fresh Brands, Inc., dated as of November 20, 2015 (3)
2.3   Share Exchange Agreement between the Company and Nexalin technology, Inc.., dated September 1, 2017 (5)
2.4   Form of Warrant (5)
3.1   Articles of Incorporation (1)
3.3   Bylaws (1)
10.1   Share Cancellation Agreement, dated September 30, 2015 (2)
10.2   Addendum No. 1 to Share Cancellation Agreement, dated as of November 20, 2015 (3)
10.3   Form of Executive Management Agreement, dated September 30, 2015 (2)
10.4   Shareholder Agreement(4)
10.5   Release(4)
10.6   Demand Promissory Note(4)
10.7   Assignment Agreement(4)
10.8   Stock Purchase Agreement, Dated September 29, 2021, By And Among Peter Sohn And Ying Feng Lai, Wei Tjong, Pak Hong Wan, Johnathan Chung Hon Choi, Chi Hung Yeung, And Hau Ming Chow(6)
31.1*   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**   The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 formatted in Extensible Business Reporting Language (XBRL).
    101.INS Inline XBRL Instance Document
    101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
    101.LAB Inline XBRL Taxonomy Extension Label Linkbase
    101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
    101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
    101.SCH Inline XBRL Taxonomy Extension Schema

 

(1) Incorporated by reference to the registration statement on Form S-1 filed on September 30, 2014.
(2) Incorporated by reference to the current report on Form 8-K filed on October 7, 2015.
(3) Incorporated by reference to the quarterly report on Form 10-Q filed on November 23, 2015.
(4) Incorporated by reference to the current report on Form 8-K filed on September 2, 2016.
(5) Incorporated by reference to the current report on Form 8-K filed on September 15, 2017.
(6) Incorporated by reference to the current report on Form 8-K filed on October 14, 2021.
* Provided herewith
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

Item 16. Form 10-K Summary

 

None.

 

25

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of September 2022.

 

  Legacy Ventures International, Inc.
  (Registrant)
     
  By: /s/ Pak Hong WAN
    Pak Hong WAN

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

 

Signature   Title   Date
         
/s/ Pak Hong WAN   President and Chief Executive Officer   September 30, 2022
Pak Hong WAN   (Principal Executive and Financial Officer)    

 

26

 

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