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 2020, 2022

or

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:  333-199040Number 000-55849

Legacy Ventures International, Inc.

LEGACY VENTURES INTERNATIONAL, INC

(Exact name of registrant as specified in its charter)

27 Baycliffe Rd. Markham, ON, L3R 7T9Unit 01, 82/F. International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

(Address of principal executive offices, including Zipoffices) (Zip Code)

647-969-7383

+8523960 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

☐ 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

☐ 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

☒ 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.

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

As  of September 30, 2020 (the last business day of the registrant’s most recently completed fiscal quarter), the

The aggregate market value of the sharesvoting and non-voting common equity held by non-affiliate of the registrant’s common stock held by non-affiliates (based uponregistrant as of December 31, 2021 was approximately $1,890,384 based on the closing sale price of such shares as reported on the Pink Sheets Market) was approximately $500.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 werewas a total of 315,06450,315,064 shares of the registrant’s common stock outstanding as of October 13, 2020.September 30, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

None.

None.

Table of Contents

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:

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.

USE OF TERMS

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

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.

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. Previously, since September 15, 2015, the Company operated through

On October 14, 2021, as a wholly-owned subsidiary RM Fresh Brands Inc. (“RM Fresh”).

On August 9, 2018, the holderresult of 91% of the Company’s outstandinga private transactions, 286,720 shares of common stock, $0.0001 par value per share (the “Shares”) of the Company, approved the appointment ofwere transferred from Peter Sohn asto Ying Feng LAI, Wei TJONG, Pak Hong WAN, Johnathan Chung Hon CHOI, Chi Hung YEUNG, and Hau Ming CHOW (together, 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 holder of 91% of the Company’s 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 is dated August 9, 2018, but was delivered and deemed effective on December 17, 2018 (the “Agreement”“Purchasers”). As a result, Mr. Sohn is now able to unilaterally control the electionPurchasers became holders of our Board of Directors, all matters upon which shareholder approval is required and, ultimately, the directionapproximately 91% of the Company.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.

This current report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Secured Promissory Note

On December 2, 2018,August 13, 2021, the Company issued a Secured Promissory Note ("(“Secured Note"Note”) to an accredited investor. The Secured Note has an aggregate principal amount of $50,000,$40,000, and is payable on December 2, 2019August 13, 2022, (the "Maturity Date"“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.

OnAs of September 6, 2019,30, 2021, each note holder had agreed to entered into a cancellation and release agreement to provide conclusive evidence of the Company issuedcancellation, 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 Secured Promissory Note ("Secured Note") to an accredited investor.gain on the statements of operations and comprehensive income (loss). The Secured Note has an aggregate principal amount of $50,000, and is payable on September 6, 2020 (the "Maturity Date"), and bears an$205,000, plus accumulated 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.$33,941, were forgiven.

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.  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.

Unsecured Convertible Promissory Notes

On June 28, 2017As of September 30, 2021, each note holder had agreed to entered into a cancellation and release agreement to provide conclusive evidence of the Company issued $20,000cancellation, 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 unsecured convertible promissory notes (“Convertible Notes”)and the cancellation of interest payable were recorded as a gain on the statements of operations and comprehensive income (loss). The notesprincipal amount of $20,000, plus accumulated interest of $11,840, 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.forgiven.

Employees

Employees

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

Transfer Agent

We have engaged VStock Transfer LLCOnline, Inc. as our stock transfer agent. VStock Transfer LLCOnline, Inc. is located at 18 Lafayette Place, Woodmere, NY 11598.512 SE Salmon St., Portland, OR 97214. Phone: (212) 828-8436.(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 27 Baycliffe Rd. Markham, ON, L3R 7T9.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.

Our agent for service of process in Nevada is Corporation Service Company, 2215-B Renaissance Drive, Las Vegas, Nevada.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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, 20202022

Fiscal Year Ended June 30, 20192021

On September 3, 2020,30, 2022, the last sales price per share of our common stock was $0.90$5.00 per share, for an aggregate of 100 shares.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.

Shareholders

Shareholders

As of October 13, 2020,September 30, 2022, there are 315,06450,315,064 shares of Common Stock issued and outstanding held by 3237 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.

RecentSales 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 following isinvestor agreed to subscribe 50,000,000 shares of the Company’s common stock with par value $0.0001 per share, at a summarypurchase price of $0.0008 per share, in aggregate for cash consideration of $40,000.

Regards to all of the above transactions since our previous disclosure on our Form 10-Q filed with the Securities and Exchange Commission on May 15, 2017 involving saleswe claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of our securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”(“Regulation S”).

Each offer and sale was exempt from registration under either Section 4(2) for the above sales of the Securities Act or Rule 506 under Regulation Dstock since the sales of the Securities Act because 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 securities were offered and sold only to accredited investors; (ii) there was no general solicitationUnited States by the issuer, a distributor, any of their respective affiliates, or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the termsany person acting on behalf of and conditionsany of the offering and to obtain additional information; (iv) the investors represented that they were acquiring the securities for their own account and for investment; and (v) the securities were issued with restrictive legends.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.

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%.  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 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%.  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 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 August 15, 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, the terms of which are to be negotiated between the Company and the note holder.

ITEM 6. SELECTED FINANCIAL DATA[RESERVED]

The Company, as a “smaller reporting company” (as defined by §229.10(f) (1)), is not required to provide the information required by this Item.

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, 20202022 and 20192021

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.

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.

Net Cash Used in Operating Activities

During the year ended June 30, 2020, the Company only incurred corporate expenses. It incurred professional fees of $50,4102022, cash used in operations was $93,236 and other general and administrative expenses of $8,863. Additionally, the Company incurred, $8,243 in interest expense, and $21,669 in bank charges and other.

During$57,356 for the year ended June 30, 2019,2021, respectively. Cash used in operating activities was primarily the Company only incurred corporate expenses. It incurred professional feesresult of $40,850settlement of accrual liabilities and other generalrepayment 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 administrative expenses2021.

Net Cash Provided by Financing Activities

There was cash provided from financing activities of $10,347. Additionally,$91,473 and $65,000, respectively for the Company incurred, $31,622 in interest expense, $467,575 in accretion expensesyear ended June 30, 2022 and $20,030 in bank charges and other. This was offset by2021, as a gain on the cancellationresult of the proceeds received from the issuance of a secured promissory note of $545,580.and common stock, and advances from a shareholder.

Liquidity and Capital Resources 

As at June 30, 2020, the only current asset of the Company was cash of $15,136 (June 30, 2019 - $12,745). As at June 30, 2020, the Company had total liabilities of $257,996 (June 30, 2019 - $179,340).

We have experienced net losses from inception and will be dependent upon the receipt of capital investment or other financing to fund our ongoing operations and continued existence. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to us, in which case we may be unable to meet our ongoing obligations.

Off Balance Sheet Arrangements

As of June 30, 2020, there were noWe do not have any off balance sheet arrangements.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 incurred recurring lossesgenerated income from operations, and as at June 30, 2020,the Company has, an accumulated deficit of $6,650,583.$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.

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

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

Loss

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” lossearnings 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 earningsincome (loss) per share reflect the potential dilution of securities that could share in the earningsincome (loss) of an entity. Diluted earningsincome (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, 20202022 and 2019. 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.

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:

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.

CHANGE IN ACCOUNTING POLICY

In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on the Company’s Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The adoption of this standard did not have any impact on the balance sheet or results of operations from adopting this standard.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The adoption of this standard did not have any impact on the balance sheet or results of operations from adopting this standard.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

LEGACY VENTURES INTERNATIONAL, INC.

INDEX TO FINANCIAL STATEMENTS

Financial Statements

LEGACY VENTURES INTERNATIONAL, INC.

For the years ended June 30, 2020 and 2019

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, 20202022 and 20192021 and the related statements of operations and comprehensive loss, changes inincome (loss), stockholders’ deficiency, and cash flows for the years ended June 30, 20202022 and 2019,2021, 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, 20202022 and 2019,2021, and the results of its operations and its cash flows for each of the years in the two year period ended June 30, 20202022 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'sManagement’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'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audit.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'sCompany’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.

/s/ MNP LLP

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.

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:

Chartered Professional Accountants

Licensed Public Accountants

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

Mississauga, OntarioCanada

October 13, 2020

	50 BURNHAMTHORPE ROAD WEST, SUITE 900, MISSISSAUGA ON L5B 3C2 T: 416.626.6000 F: 416.626.8650 MNP.ca

September 30, 2022

MNP LLP

LEGACY VENTURES INTERNATIONAL, INC.

BALANCE SHEETS

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

See accompanying notes to the financial statements

LEGACY VENTURES INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSINCOME (LOSS)

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

See accompanying notes to the financial statements

LEGACY VENTURES INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

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

See accompanying notes to the financial statements

LEGACY VENTURES INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS

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