CAUTIONARY NOTESTATEMENT REGARDING FORWARD LOOKINGFORWARD-LOOKING STATEMENTS

This Annual Reportannual report on Form 10-K contains “forward-looking statements” withinand other reports that we file with the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).SEC contain statements that are considered forward-looking statements. Forward-looking statements discuss matters thatgive 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 not historical facts. Because they discuss future events or conditions,forward-looking statements. In some cases, you can identify forward-looking statements may include wordsby terminology such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,“plans,” “potential,” “continue” negatives thereof or“projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. Forward-lookingThese 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, are based on various underlying assumptions and current expectations aboutexcept to the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievementextent required by federal securities laws, we undertake no obligation to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assumeupdate any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Reportto reflect events or circumstances after the date on Form 10-K and include information concerning possiblewhich the statement is made or assumed future resultsto reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our operations, including statements about potential acquisitionbusiness or merger targets; business strategies; future cash flows; financing plans; plans and objectivesthe extent to which any factor, or combination of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors, are outside of our control and couldmay cause actual results to differ materially from the results expressed or implied by those contained in any forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to usthe Company or any personpersons acting on ourits behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.annual report.

USE OF TERMS

Except toas otherwise indicated by the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a changecontext, all references in events, conditions, circumstances or assumptions underlying such statements, or otherwise.this report to:

Available Information

EXPLANATORY NOTE

Legacy Ventures International Inc. (the Company) filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (the Original Form 10-K),The Company’s filings with the U.S. Securities and Exchange Commission (the SEC) on August 13, 2015. The Company is filing this Amendment No. 1 to(“SEC”) may be accessed at the Original Form 10-K (this Form 10-K/A) solely for the purpose of inserting the signed audit report from Companys independent accounting firm in Item 8 of Part II. This Form 10-K/A hereby amends and restates in their entiretyinternet address of the Original Form 10-K except forSEC, which is http://www.sec.gov. Also, the audit report.

Pursuant to Rule 12b-15 underpublic may read and copy any materials that the Exchange Act, this Form 10-K/A also contains new certifications pursuant to Sections 302 and 906Company 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 Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV has also been amended and restated in its entirety to includePublic Reference Room by calling the currently dated certifications as exhibits.

No attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Original Form 10-K, including, without limitation, the financial statements. This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update the disclosures in the Original Form 10-K, except as set forth in this Form 10-K/A, and should be read in conjunction with the Original Form 10-K and the Companys other filings with the SEC.SEC at 1-800-SEC-0330.

3 

PART I

ItemITEM 1. Business.BUSINESS

Overview

Legacy Ventures International Inc. (“Legacy Ventures”) is a development-stage real estate management firm based in Toronto, Ontario, Canada. IncorporatedWe were incorporated on March 4, 2014 under the laws of the stateState of Nevada, Legacy Ventures offers managementNevada. Since September 15, 2015, we have operated through a wholly-owned subsidiary RM Fresh Brands Inc. (“RM Fresh”), who services food and consulting services to residentialbeverage retailers and commercial real estate property ownersdistributors who are looking for innovative, trend-setting products across North America and investors who rent out their properties to third party tenants. We plan toin international markets. With a focus on managing real estate properties insustainable, category changing consumables, RM Fresh acquired the Greater Toronto arearights to distribute an extensive portfolio of highly desirable brands, including Boxed Water, Cleansify, Uncle Si’s Iced Tea, Chef 5-Minute Meals, Gurkha Cigars, Shimla Foods, Aloe Gloe and maintainArriba Horchata. Through a client base consistsnetwork of hotels, commercial properties, medical facilitiessub-distribution partners across Canada, RM Fresh provides national product distribution and apartment buildings. However, it is our intention to expand our services nationwide and eventually throughout North America. We plan to generate revenue through management and service fees with our clients. Our goal is to develop our company into a reputable real estate management firm that will provide professional property management services throughout both Canada andbrokerage services. RM Fresh has an emerging focus on the United States and atMiddle East through the same time through our value-added service, help our clients raise the profileestablishment of their properties to obtain a sustainable return on their investments.sub-distribution partners.

Our Company is led by our Chief Executive Officer, Mr. Rehan Saeed. He has over ten (10) yearsOn August 31, 2016, in order to fund the ongoing operation and further development of experienceRM, we consented to new third party investments into RM in the real estate industry, specifically mortgage financing. Mr. Saeedapproximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed by RM. As result of these new investments into RM, our ownership percentage of the company has performed extensive researchbeen reduced to twenty percent (20%). In addition, we entered into a new Shareholder Agreement with RM, under which our shares in determiningRM are subject to certain restrictions on transfer until such time as we declare a shareholder dividend of our RM shares following a going public transaction by RM, or in the market viabilityalternative, for one (1) year after RM completes a going public transaction. Further, we disposed of an inter-company liability owed to us by RM in the amount of CDN$166,961.70. The liability was documented under a Demand Promissory Note issued to us by RM. We then assigned the note to an investor in RM in exchange for $3,000. Finally, we entered into a mutual Release agreement with RM. Under the Release, we released and operational challengesdischarged all liabilities owed to us by RM (with the exception of this business. Our initial expansionthe Demand Promissory Note). RM in turn released us of all liabilities owing to RM and growth plansreleased us all ongoing contractual and financial responsibilities to RM, including our contractual obligation to further fund management fees or other expenses to be incurred by RM.

On June 28, 2017, Randall Letcavage entered into a stock purchase agreement for the future include establishing regional offices in different citiesacquisition of an aggregate of 286,720 shares of Common Stock of the Company, representing approximately 91% of the issued and regions in Canada similaroutstanding shares of Common Stock of the Company as of such date, from Rehan Saeed, the previous majority shareholder of the Company (the “Purchase Agreement”). The Purchase Agreements were fully executed and delivered, and the transaction consummated as of and at July 7, 2017. Consequently, Mr. Letcavage is now able to unilaterally control the Greater Toronto area and eventually throughout North America. We plan to offer individualized management service and extremely competitive pricing, which we believe would set us apart from our competitors. Mr. Saeed will manage the business at the beginning stage, but as we grow, we expect to hire other professionals with specific skills and expertise in this area to provide enhanced services. We believe the available in-house skill set both currently and in the future will enable us to reduce the costelection of our operationboard of directors, all matters upon which shareholder approval is required and, thus enhanceultimately, the profitabilitydirection of our business.

Based on the experience of Mr. Saeed, who developed such strategies and the implementation plan for our company based on the current status of the real estate market in our region, we plan to offer a variety of services, including but not limited to:

showing the premises to prospective and actual tenants

advertising the premises for lease, including placing signs on the premises and marketing the properties in newspapers, online through our website and social media or in real estate publications

signing, renewing, terminating and canceling leases and tenancies on general terms and conditions approved by owners and on such form of lease as we determine to be appropriate

enforcing lease provisions and collecting rents and other amounts due from tenants and recovering possession of the premises

signing and serving in the name of the owner notices and instituting and legal actions against breachingCompany.

In addition, we planon June 28, 2017, Rehan Saeed submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective on the 10th day following the filing of a Schedule 14f-1 with the U.S. Securities and Exchange Commission. On June 28, 2017, Randall Letcavage was appointed as Chief Executive Officer, Chief Financial Officer, Director, effective immediately.

Also on June 28, 2017, the board of directors of the Company acknowledged the $20,000 of third party (unaffiliated) debt held by two lenders which is and has been included in the Company’s filed and audited financial statements, and extended the repayment terms of the previously demand debt obtained the waiver of potential fees and penalties and granted conversion rights. As a result, the Company issued convertible promissory notes to offer other premium servicesthe holders in the aggregate principal amount of $20,000 which in the aggregate allow the debt to be converted into a maximum of 25% of the issued and outstanding shares of the Company following any business combination in which more than 51% of our clients for which we negotiate pricingshares are issued (the notes originally converted at $0.75 per share, and such conversion rate has adjusted based on their customized needs. These serviceslater issuances and business combinations). The notes are assignable at the option of the holders. We understand that prior to the September 11, 2017, those notes were been assigned to five entities who each may include:convert the note held into 4.99% of our outstanding common stock on the date of conversion. In connection with the transactions described herein, debt held by Rehan Saeed was cancelled and waived.

Finally, on June 28, 2017, the Company entered into a non-binding letter of intent to enter into a business combination with Nexalin Technology, Inc., a Nevada corporation (“Nexalin”).

remodelingShare Exchange Agreement and repairing of the premises

providing appraisal services for the property owners

advertising for sale an owner’s property and assisting in the sale process

assisting clients in purchasing new properties

providing recordkeeping and tax assistance to clientsSubscriptions

In July 2014, we completedEffective September 11, 2017 (the “Closing Date”), Legacy Ventures International, Inc., (the “Company”) entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), dated as of September 1, 2017, by and among the Company, Nexalin and shareholders of Nexalin holding a Regulation S offeringmajority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of Nexalin held by the Nexalin Shareholders for units (the “Units”) consisting of an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company and warrants (the “Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company. The warrants are two-year warrants exercisable at the end of one year for exercise prices between $1.50 and $1.75 per share, payable in which we sold 1,600,000cash. The warrants are must be promptly exercised, and subject to forfeiture if not so exercised, if the Company’s shares achieve a trading price of $3.00 or more for 30 consecutive days. At the Closing Date, the Company approved the issuance of approximately 15,500,000 shares of common stock to 32the Nexalin shareholders, together with warrants for the purchase of an additional 15,500,000 shares and reserved approximately 9,500,000 additional shares, together with the related warrants, for the issuance to remaining Nexalin shareholders who are expected to execute and deliver the Share Exchange Agreement, including approximately 1,100,000 shares and related warrants issuable immediately to consultants in connection with the transactions contemplated by the Share Exchange Agreement. As of the date of the filing of this Current Report on Form 8-K, the holders of a majority of the equity securities of Nexalin have exchanged their shares into a majority of the shares of the issued and outstanding shares of the Company’s common stock.

As a result of the Share Exchange Agreement and the other transactions contemplated thereunder, Nexalin is now a majority subsidiary of the Company. – however, these shares have not been issued yet by the Company or its Transfer Agent.

All descriptions of the Share Exchange Agreement and Warrants herein are qualified in their entirety by reference to the text thereof filed as Exhibits 2.3 and 2.4 hereto, which is incorporated herein by reference. The Share Exchange Agreement governs the contractual rights between the parties in relation to the transactions contemplated thereby and contains customary representations and warranties and pre- and post-closing covenants of each party. The Share Exchange Agreement is not intended to be, and should not be relied upon as, making disclosures regarding any facts and circumstances relating to the Company or Nexalin. The Share Exchange Agreement is described in this Current Report on Form 8-K and attached as Exhibits 2.3 and 2.4 hereto only to provide investors atwith information regarding the terms and conditions of the Share Exchange Agreement, and, except for its status as a price per sharecontractual document that establishes and governs the legal relationship among the parties thereto with respect to the transactions contemplated thereby, is not intended to provide any other factual information regarding the Company or Nexalin or the actual conduct of $0.01 Canadian Dollars (“CAD”their respective businesses during the pendency of the Share Exchange Agreement, or to modify or supplement any factual disclosures about the Company contained in any of the Company’s public reports filed with the Securities Exchange Commission (the “SEC”) per share. The representations and warranties contained in the Share Exchange Agreement have been negotiated with the principal purpose of establishing the circumstances under which a party may have the right not to consummate the transaction if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and of allocating risk between the parties, rather than establishing matters as facts. These representations, warranties and covenants were made as of specific dates and only for an aggregate offering pricepurposes of $16,000 CAD,the Share Exchange Agreement, not for the benefit of any investors, and are subject to important exceptions and limitations, including a contractual standard of materiality different from that generally relevant to investors, and are qualified by information in confidential disclosure schedules that the parties exchanged in connection with the execution of the Share Exchange Agreement. The parties reserve the right to, but are not obligated to amend or approximately $16,000 US Dollars (“USD”) givenrevise the currency exchange rateShare Exchange Agreement. Accordingly, investors should not rely on representations and warranties as characterizations of the actual state of facts, or for any other purpose, at the time of the offering.they were made or otherwise.

With

This current report on Form 8-K is issued in accordance with Rule 135c under the capital we raised through theSecurities 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 our common stock, we intendany such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to expandregistration or qualification under the geographic footprintsecurities laws of our services. We also expect to generate income by contracting our services with additional property owners. We plan to increase our marketing budget to expand our presence through various marketing channels, including direct mailing, telemarketing and social media, and market our company to different property owners who rent their properties. We also plan to deploy the capital to develop an interactive website and mobile app to better serve our clientele.any such state or jurisdiction.

Our Corporate History and StructureConvertible Promissory Note

Legacy Ventures was incorporated in Nevada on March 4, 2014. We planOn September 11, 2017, the Company issued a Convertible Promissory Note to market ourselves as a professional real estate management firm throughout Canada. Currently, we plan to operate our business through managing different typesan accredited investor. The Note has an aggregate principal amount of real estate primarily in the Greater Toronto area. We expect that virtually all of our revenue, once generated, will derive$500,000 and matures one year from the managementdate of issuance (the “Maturity Date”) and service feehas an interest rate of various properties we enter8% per annum. The holder may convert the Notes at any time up to the Maturity Date into contract with.

Through our research and analysis, Legacy Venture plans to focus on the following types of properties as part of our management portfolio.

Hotels & restaurants

Commercial properties and shopping malls

Medical facilities and hospitals

Apartments and other residential properties

We currently do not have any subsidiary.

Our Services

The management team of Legacy Ventures has extensive experience in real estate business. The strengthshares of the management team is individualized services with comprehensive knowledgeCompany’s common stock, par value $0.001 per share, at a conversion price equal to $1.00 per share and the note will automatically convert upon the filing of the industry. For every client of ours, we plan to offer them a comprehensive package of services and we plan to be compensated based on a percentage ofaudited financial statement for Nexalin by the rental income that property owners receive, currently at a rate of 10%. We plan to include the following services for our clients:

showing the premises to prospective and actual tenants

advertising the premises for lease, including placing signs on the premises and marketing the properties in newspapers, online through our website and social media or in real estate publications

signing, renewing, terminating and canceling leases and tenancies on general terms and conditions approved by owners and on such form of lease as we determine to be appropriate

enforcing lease provisions and collecting rents and other amounts due from tenants and recovering possession of the premises

signing and serving in the name of the owner notices and instituting and legal actions against breaching tenants

recommending to owners, for their approval, a schedule of rents and fees to tenants

handling and resolving complaints of tenants

obtaining third-party services for premises as we deem necessary and appropriate, including obtaining utility service and hiring independent contractors to ensure the safety, habitability and/or utility of the premises

In addition, we plan to offer other premium services to our clients for which we negotiate pricing based on the individual circumstances. These services include:

remodeling and repairing of the premises

providing appraisal services for the property owners

advertising for sale an owner’s property and assisting in the sale process

assisting clients in purchasing new properties

providing recordkeeping and tax assistance to clients

Our management plan to perform all tasks required for the operation of the company at the beginning stage, including the management of the properties, operation of our company and all related administrative tasks. As we grow, we plan to hire more real estate professionals and supporting staff to cater our services to each client individually.

We are currently a development stage company. Although we have not formed any material relationship or entered into any agreement with real estate investors, developers or owners, we used our initial contact list, surveyed the local market and built a portfolio of potential clients in the property management market.

We have taken on a couple of projects without compensation in order to establish our presence in the industry. We participated in the management of RecFest in September 2014 at Canlan Sportsplex for “Smile” and “Special Olympics Ontario”, both not-for-profit charitable organizations to raise funds for children with special needs to provide speech and occupational therapy services. The event raised over $5,000 for the special needs fund and more than two hundred (200) people attended the event. We were not financially compensated for our efforts, but contributing to the greater cause of making a difference in the lives of the children brought overwhelming satisfaction to us and our company, as well as generated recognition in the local community for the company.

This event was also a great segway in introducing our firm’s expertise in managing commercial properties such as sports complex. We were also able to establish relationships with many sponsors who could provide leads for our potential clients. We provided support in marketing, graphic design, promotional planning and providing a path forward, as well as supporting general business efforts.

For our company, these marketing efforts allowed us to insert our presence into the real estate industry locally and provided us the opportunities to showcase our ability in leveraging our value-added services in the property management market.

Our Industry

Over the past few years, the industry has fared well due to rising construction projects and in residential and nonresidential markets as overall macroeconomic conditions improve. Like many other global cities, one of the drivers of Toronto real estate market is international demand and availability of foreign capital. In recent years, similar to the real estate markets in London, Los Angeles and New York, investors from abroad are purchasing a fair amount of Canada’s luxury real estate properties, aligned with the global trend of purchasing luxury real estate properties by buyers from Far East and the Middle East. The property management industry, especially in the Greater Toronto area, has entered mature phase of its life cycle. Therefore, we expect fierce competition offering similar services. The industry has gradually changed from development of new services to improving efficiencies. Because of the competition we will likely face, we plan to offer array of individualized services to set us apartment from the rest of the competition and help our clients to maximize the return of their investments.

Potential Markets and Customers

The success of our business model relies heavily on the market demographics. As we are based in Toronto, we also expect the city to be our primary target market at the beginning. However, we plan to invest in expanding our presence throughout Canada and then eventually in the United States.

Toronto, based on the 2011 census, has a population of 6,054,191, with a population of 5,583,064 in the metropolitan area. The Greater Toronto Area is defined as the central city of Toronto, and the four regional municipalities that surround it: Durham, Halton, Peel, and York. The demographics of Toronto make Toronto one of the most multicultural cities in the world. The economy of Toronto plays a vital role in Canada's economy and that of the world. Toronto is a commercial, distribution, financial and industrial center. It is also the financial center of Canada, and is the nation's primary wholesale and distribution hub. Ontario's wealth of raw materials and hydroelectric power has made Toronto a focal point of commerce in Canada, as the city and its surrounding area produce more than half of Canada's manufactured goods.

Given the amount of ongoing real estate development projects in the Great Toronto area and despite the competitions we will likely face, we believe there is still a big demand for professional property management services for property of all sizes.

With the surge of the real estate price in Toronto, many real estate investors, especially the ones abroad choose to keep their properties as rental properties instead of selling them to capitalize the profits immediately. We plan to target these specific property owners with little to no experience in managing properties as our business will become a one-stop shop for them in need of solutions.

Because of the influx of international buyers in Canada, we believe our services are needed in many cities nationwide. With the proceeds of the capital-rising, we plan to open satellite offices and gradually assert our presence in other cities outside of Toronto, targeting property owners of similar background. Eventually, we plan to enter the real estate market in the United States and offer our services in major cities such as New York, Chicago and Los Angeles.

Competition

The property management business is very competitive and has low barriers to entry. We plan to first compete locally, and then eventually compete nationally. Based on our research of advertisements done by our competitors, we believe many of them engage in real estate sales and offer property management services as an add-on to their core business, and some are affiliated with the owners or operators of properties where they provide their services. These companies have had many more years of business experience, have proprietary processes and have greater financial and personnel resources, including marketing and sales organizations, and may provide their services at lower rates. We do not believe any one company holds a dominant share of the local or nationwide market on which we are focused. As a relatively new company with very limited reputation in the industry at this point, our strategy is to utilize our knowledge of the local real estate market and customize an investment strategy that would best meet the needs of each and every single one of our client.

Operational Plan

Although we are currently not managing any property, we plan to increase our market budget using the capital we raised through the sale of the common stock to the selling security holders to heavily target inexperienced international real estate investors, who normally reside overseas and therefore lack the means, experience and proficiency to manage properties here in Canada. As we enter contract with these prospective clients, we plan to focus on four major target markets through four different phases. In the first phase, we plan to focus on the Toronto-metropolitan area. In the second phase, we plan to expand its presence to Ottawa, Ontario and Winnipeg areas and then the rest of the Canada in the third phase. Lastly, we plan to target similar real estate investors in the United States. The specific time spam for progressing one phase to the next largely depends on the market scenario and overall performance of our company.

Government Regulation

Our business activities currently are subject to no particular regulation by government agencies other than that routinely imposed on corporate businesses. We do not anticipate any regulations specific to our business activities in the future.

Seasonality

We do not have a seasonal business cycle.

Environmental Matters

Our business currently does not implicate any environmental regulation in Canada.

Intellectual Property

We do not hold any patents, trademarks or other registered intellectual property on services or processes relating to our business. With the exception of domain name and mobile app in the future, we do not consider the grant of patents, trademarks or other registered intellectual property essential to the success of our business.

Domain Name

We have registered the domain name of www.legacyventuresinc.com. The website is currently inactive, but we plan to develop and launch our website in the near future using some of the capital we raised.Company.

Employees

We currently have 2 full-time5 full time employees.

Transfer Agent

We have engaged VStock Transfer LLC as our stock transfer agent. VStock Transfer LLC is located at 18 Lafayette Place, Woodmere, NY 11598. Phone: (212) 828-8436.

ItemITEM 1A. Risk FactorsRISK FACTORS

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

ItemITEM 1B. Unresolved Staff CommentsUNRESOLVED STAFF COMMENTS.

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

ItemITEM 2. Properties.PROPERTIES

The Company's principalCompany’s current executive office and mailing address is 2602 Innisfil Road, Mississauga, Ontario, L5M 4H9, Canada. Our telephone number is (647) 478-6385. As weoffices are not generating sufficient revenuelocated at this time to justify a separate corporate office, the principal executive office is also the personal residence of our president and sole director, Rehan Saeed. The Company is currently paying a rent of $500 CAD per month for the lease of the premise.1382 Valencia Ave., Suite F, Tustin, CA 92780.

ItemITEM 3. Legal ProceedingsLEGAL PROCEEDINGS

To the best of our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.  From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. LitigationHowever, 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.

ItemITEM 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES

Not Applicable.applicable.

PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Stock

Our commonWe 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, isif 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 quotedonly trades on the Pink Sheets operated by OTC Markets Inc. under the symbol “LGYV.” There has been no established public“LGYV”. Out share are very thinly traded, typically trading marketless than 100 shares in any trading day, and often not trading at all.

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

HoldersFiscal Year Ended June 30, 2017

Quarter Ended		High $				Low $
June 30, 2017		$	6			$	6
March 31, 2017		$	11			$	11
December 31, 2016		$	0.0179			$	0.0179
September 30, 2016		$	0.0104			$	0.0145

Fiscal Year Ended June 30, 2016

Quarter Ended		High $				Low $
June 30, 2016		$	0.0372			$	0.0315
March 31, 2016		$	1.56			$	0.0821
December 31, 2015		$	2.15			$	1.13
September 30, 2015		$	7.1436			$	0.0014

On October 12, 2017, the last sales price per share of Capitalour common stock was $6.01 per share, which sale occurred on October 6, 2017 for an aggregate of 2 shares.

4

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

 

As of the dateOctober 16, 2016, there are 315,074 shares of this annual report, we had 34 holdersCommon Stock issued and outstanding held by 32 shareholders of our common stock.record.

 

Stock Option GrantsDividend Policy

 

We do not have a stock option plan in place and have not granted any stock options at this time.

Dividends

To date, we have not declared ornever paid any dividends on our common stock. We currently do not anticipate paying any cash dividends and have no plans to do so in the foreseeable future. Our future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business,dividend policy will be determined by our Board of Directors has the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon a number of factors, including our earnings, capital requirements,financial condition and anyperformance, our cash needs and expansion plans, income tax consequences and the restrictions that applicable laws and other factors that our Board of Directors deems relevant.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

 

None.The following is a summary of transactions since our previous disclosure on our Form 10-Q filed with the Securities and Exchange Commission on May 15, 2017 involving sales of our securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

Each offer and sale was exempt from registration under either Section 4(2) of the Securities Act or Rule 506 under Regulation D of the Securities Act because (i) the securities were offered and sold only to accredited investors; (ii) there was no general solicitation or general advertising related to the offerings; (iii) each investor was given the opportunity to ask questions and receive answers concerning the terms of and conditions 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.

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.

5

 

ItemITEM 6. Selected Financial Data.SELECTED FINANCIAL DATA

 

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

 

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operation.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussionplan of operation together with our financial statements and the related notes includedappearing elsewhere in this annual report on Form 10-K..report. This discussionplan of operation contains forward-looking statements that are based on our current expectations, estimatesinvolve risks, uncertainties, and projections about our business and operations. Ourassumptions. The actual results may differ materially from those currently anticipated in these forward-looking statements as a result of certain factors.

Results of Operations for the Years Ended June 30, 2017 and expressed in such forward-looking statements.2016

 

During the year ended June 30, 2017, we generated gross revenues of $74,042. Total cost of sales was $50,665, resulting in gross profit of $23,377. Total operating expenses were $2,161,372, consisting of professional fees of $41,644, management fees of $2,119,194, and general expenses of $534. The expenses recorded for management fees consisted primarily of the fair value of shares of common stock issued to directors and consultants as compensation for services. The decrease in professional fee of $1,370,962 is primarily due to fair value of 500,000 share (500 post reverse split) issued to two directors during the year ended June 30, 2016 which was not the case in the current year. The increase in management fee of $1,966,911 is primarily due to fair value of 35,562,000 share (285,537 post reverse split) issued to CEO during the year ended June 30, 2017 which was not the case in the prior year. The decrease in general expense of $116,731 was due to deconsolidation of RM Fresh.

In addition, during the fiscal year ended June 30, 2017, $933 in interest and bank charges. We also recorded gains of $84,021 due to loss of control in subsidy and of $22,987 for forgiveness of a loan. Our net loss for the year ended June 30, 2017 was $2,031,920.

By comparison, during the fiscal year ended June 30, 2016, we generated gross revenues of $200,265. Total cost of sales was $126,819, resulting in gross profit of $73,446. We incurred professional fees of $1,412,606, management fees of $152,283, and general expenses of $117,265.

In addition, during the fiscal year ended June 30, 2016, we recorded an expense of $2,101,785 for impairment of goodwill and intangible assets, $8,694 in interest and bank charges, and amortization expense of $70,350. We also recorded gains of $17,974 for forgiveness of a loan and a $22,965 positive translation adjustment. Our net loss for the year ended June 30, 2016 was $3,771,563.

Our results of operations for the fiscal year ended June 30, 2016 and upto August 31, 2016 reflect our food and beverage business as conducted through RM Fresh. Going forward, and as a result of the dilution of our ownership in RM Fresh and the related transactions discussed above, we expect that our revenues and expenses will decrease materially.

Business OverviewLiquidity and Capital Resources 

 

Legacy Ventures is currently a development stage company. We have not formed any material relationship or entered into any agreement with real estate investors, developers or owners. Since inception, our operations have primarily been limited to formingAs of June 30, 2017, we had current assets in the Company and raisingamount of $89, consisting of cash in the amount of $89. As of June 30, 2017, we had current liabilities in the amount of $16,541. These consisted of accounts payable in the amount of $16,541. Our working capital resources.deficit as of June 30, 2017 was therefore $16,452. As of June 30, 2017, we had no long term liabilities.

 

Although we have not formed any material relationship or entered into any agreement with real estate investors, developers or owners, we

6

During the year ended June 30, 2017, operating activities used our initial contact list, surveyed the local marketa net $33,965 in cash, investing activities provided $Nil in cash, and built a portfolio of potential clientsfinancing activities provided $31,061 in the property management market.  cash.

 

We have taken on a couple of projects without compensation in order to establish our presence in the industry. We participated in the management of RecFest in September 2014 at Canlan Sportsplex for “Smile” and “Special Olympics Ontario”, both not-for-profit charitable organizations to raise funds for children with special needs to provide speech and occupational therapy services. The event raised over $5,000 for the special needs fund and more than two hundred (200) people attended the event. We were not financially compensated for our efforts, but contributing to the greater cause of making a difference in the lives of the children brought overwhelming satisfaction to us and our company, as well as generated recognition in the local community for the company.  

This event was also a great segway in introducing our firm’s expertise in managing commercial properties such as sports complex (Canlan). We were also able to establish relationships with many sponsors who could provide leads for our potential clients. We provided support in marketing, graphic design, promotional planning and providing a path forward, as well as supporting general business efforts.  

For our firm, these marketing efforts allowed us to insert our presence into the real estate industry locally and provided us the opportunities to showcase our ability in leveraging our value-add services in the property management market.  

We are actively pursuing our online marketing strategy; which includes development of and launch of our website (www.legacyventuresinc.com)experienced net losses from inception and will actively engage potential clients on social media, including LinkedIn, Facebook and Twitter.” 

We have not generated any revenues to date. We do not currently engage in any business activities that provide cash flow. Our cash at hand is limited to the investments we raised during our initial round of financing as well as an initial contribution from our president, less our expenses to date.

In July 2014, we completed a Regulation S offering in which we sold 1,600,000 shares of common stock to 32 investors, at a price per share of $0.01 CAD per share for an aggregate offering price of $16,000 CAD, or approximately $16,000 USD.

Plan of Operations

In the next three months, we intend to create an online presence in order to drive awareness of the company. This is expected to include developing a website, creating a blog focused on marketing within the real estate industry, and building a presence through social media.

Once we have built a establish our presence in the local market, we intend to actively market our services and begin to form more material relationships and enter into more agreements with real estate investors, developers and owners over the remaining twelve month period startingbe dependent upon the effective datereceipt of this registration statement. We will need additional capital generated from such agreements in orderinvestment or other financing to develop a scalable product that can be sold on a larger-scale basis at a strong return for the company.

Over the next twelve months, we intend to marketfund our property management and consulting services to the real estate industry in the Greater Toronto area. The company has a three step approach. The first is to leverage our CEO Rehan Saeed’s existing network of consisting professional contacts that he has built over the course of his tenure working in the industry. The primary form of communication will be through personal outreach, distribution of flyers via mail and emails inviting them to register on our website. By enrolling in our website, the clients will have the ability to list their investment properties that they wish to lease out. Once we have reached the first 100 properties listed on our site, then we will start an online advertising campaign with major search engines such as Google, Bing and Yahoo advertising to attract both real estate owners and tenants to start generating revenue. The Company has budgeted $2,000 for the cost of this marketing approach to the business. The funds will cover the cost of designing the website, hosting, search engine advertising and a simple marketing brochure. 

The next step is to attend seminars, roadshows, reach out to real estate brokerages and business owners in negotiating management contracts for commercial office spaces. The plan is to build and maintain a long term relationships that provide unique value adds to the property management contract. These value-added services will be designed as options in the contracts to meet various customer needs such as providing: lawn care maintenance, snow removal from property, minor non-structural repairs. These services will contribute towards generating additional revenue for the company.   

The third step would be to penetrate specialty markets in property management such as medical clinics, nursing homes and senior residences. These niche segments allows a property manager to make additional revenue from the value-added services as described above. 

If we are unable to build our customer base or gain any clients, we will cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our development plan could be difficult. As such, if we cannot secure additional proceeds we will have to ceaseongoing operations and investors would lose their entire investment.   We intend to raise additional capital through private placement, for which there is no assurance. If we need additional cash but are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans. 

Results of Operations – Fiscal Year ended June 30, 2015

The Company has not conducted any active operations since inception. No revenue has been generated by the Company from March 4, 2014 (Inception) to June 30, 2015. 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. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations, and it does not have a source of revenue. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing.existence. 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.us, in which case we may be unable to meet our ongoing obligations.

 

For the year ended June 30, 2015, the Company had a net loss of $104,142, comprising professional fees of $103,781, bank charges of $177 and general expenses of $184.  Professional fees mainly comprise $49,680 relating to the issuance of 5,400,000 shares to a founder member valued at the most recent private placement price, $3,680 relating to the issuance of 400,000 shares to a consultant valued at the most recent private placement price, $12,897 related to DTC Eligibility and Consultation Services and $37,524 relating to the lawyer’s fees, auditor’s review and audit fees and edger agent fees.

Liquidity and Capital ResourcesOff Balance Sheet Arrangements 

 

As of June 30, 2015, the Company2017, there were no off balance sheet arrangements.

Going Concern 

We have experienced net losses since inception and had cash,an accumulated deficit of $3,380. The Company’s liabilities$5,911,256 as of June 30, 2015 were $44,511, which comprised of $,850, in accounts payable2017 and accrued liabilities, $31,927 due to shareholder and $734 balance due to a related party. As at June 30, 2015, the Company had a working capital deficit of $39,788.  

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the year ended June 30, 2015:

		For the year ended June 30, 2015
Net Cash (Used in) Operating Activities		$(43,045)
Net Cash used in Investing Activities		—
Net Cash Provided by Financing Activities		41,110
Net (Decrease) Increase in Cash and Cash Equivalents		$(1,935)

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company mayhave not bebeen able to implement its plan of operations.

Going Concern

generate revenues sufficient to become cash flow positive. Our audited financial statements have been prepared on a going concern basis, which contemplatesability to continue operations during the realization of assetsnext 12 months and satisfaction of liabilities in the normal course of business. The audited financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that mightbeyond will be necessary should we be unablecontingent upon obtaining additional financing. For these reasons, our auditor has raised substantial doubt about our ability to continue as a going concern.

We have a minimum cash balance available for payment of ongoing operating expenses, have experienced losses from operations, and do not have a source of revenue. Our continued existence is dependent upon its ability to continue to execute our operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to us.  

 

Significant and Critical Accounting Policies and Practices

 

While our significantIn December 2001, the SEC requested that all registrants list their most “critical accounting policiespolices” 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 more fully described in Note 4 to our financial statements for the reporting period ended June 30, 2015, weinherently uncertain. We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluatingcurrently fit this management discussion and analysis.definition.

 

UseBasis of EstimatesPresentation and Consolidation

 

The preparationfinancial 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 parent Company’s functional currency is US dollar and for subsidiary Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RM Fresh, Inc. upto August 31, 2016 (date of loss of control). All inter-company transactions and balances have been eliminated in preparing the consolidated financial statements.

Cash

Cash includes cash on hand and balances with banks.

Inventories

Inventories which comprise of finished goods, is valued at the lower of cost and market value, with cost being determined on a first-in, first-out basis. The cost of finished goods consists of purchase price, freight, custom duties and other delivery expenses. Net realizable value is the estimated selling price in the ordinary course of business, less any applicable selling costs. The Company evaluate the carrying value of inventory on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for products in market compared with historical cost.

7

Revenue Recognition

The Company recognizes revenues when they are earned, specifically when all of the following conditions are met:

	●	ownership of the goods have been transferred to the customers. Ownership of the goods is transferred to the customers when the good are transferred to a designated carrier in accordance with shipping terms agreed with the customer.
	●	there is persuasive evidence that an arrangement exists;
	●	there are no significant obligations remaining;
	●	amounts are fixed or can be determined; and
	●	the ability to collect is reasonably assured.

Accounts Receivable

Accounts receivable are stated at outstanding balances, net of an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income. Accounts deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, aging of the receivables, adverse situations that may affect a customer’s ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due. The Company routinely assesses the financial strength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited.

Segment Reporting

The Company operates in one operating and geographical segment based on the activities for the Company in accordance with ASC Topic 280-10. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. All the sales of the Company are in Canada.

Goodwill and Identifiable Intangible Assets

Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. The intangible assets with definite lives are being amortized over its estimated useful lives of 5 years using the straight-line method.

Earnings (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 earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at June 30, 2016 and June 30, 2015.

8

Foreign Currency Translation

The parent Company’s functional currency is US dollar and subsidiary’s functional currency is Canadian (“CDN”) 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 income (loss) for the year. In translating the financial statements of the Company’s subsidiary from their functional currency into the Company’s reporting currency of US dollars, balance sheet accounts are translated using the closing exchange rate in conformityeffect at the balance sheet date for monetary items and using the historical rate on the date of the transaction for non-monetary items, and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss).

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with US GAAPFASB ASC Topic 705 “Cost of Sales and Services”. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred.

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 managementan entity to makemaximize 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.

Fair value estimates discussed herein are based upon certain market assumptions and assumptionspertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that affectare comparable to market rates. These financial instruments include due from a shareholder, accounts receivable, accounts payable, accrued expenses, due to shareholders and note payable. The Company’s cash, which is carried at fair value, is classified as a Level 1 financial instruments. Bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

9

Income Taxes

The Company accounts for 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 reported amountstiming 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 disclosure of contingentthe amounts used for income tax purposes. Deferred tax assets and liabilities atare measured using the dateenacted 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 the financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include accruals and going concern assessment.  These estimates are reviewed periodically, and,a change in tax rates is recognized as adjustments become necessary, they are reported in earningsincome or expense in the period in which they become known. Actual results could materially differ from those estimates.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.

 

Recently Issued Accounting StandardsImpairment of Long-Lived Assets

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted byIn accordance with ASC 360-10, the Company, as of the specified effective date.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern, which will require an entity’s management to assess, for each annual and interim period, whether there is substantial doubt about the entity’s ability to continue ason a going concern within one year of the financial statement issuance date. The definition of substantial doubt within the new standard incorporates a likelihood threshold of “probable” similar to the use of that term under current GAAP for loss contingencies. Certain disclosures will be required if conditions give rise to substantial doubt. The guidance will be effective for us beginning with fiscal year 2017. Early adoption is permitted. We are currently evaluating the impact that this amended guidance will have on its financial statements and related disclosures.

On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction fromregular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that debt liability, consistentsuggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with debt discountsthe risk involved. The Company has assessed its long-lived assets and has determined that there is an impairment of goodwill and other intangibles amounting to $2,101,785 as explained in Note 5 of the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They become effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years, with early application permitted. We are currently evaluating the impact of this accounting standard.consolidated financial statements.

 

Recently Adopted Accounting StandardsStock Based Compensation

 

In June 2014,The Company accounts for share-based payments in accordance with the Financial Accounting Standards Board (“FASB”)provision of ASC 718, which requires that all share-based payments issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”.to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The amendments in this update removeCompany accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the definition of a development stage entity from the Master Glossaryfair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC thereby removing the505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

We adopted the new requirements in its financial reporting effective from January 1, 2015.administrative consulting services.

  

Recently Issued Accounting Pronouncements 

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a material effect on our financial statements.

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

Contractual Obligations

We do not have any contractual obligations at this time.

 

ItemITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

10

 

LEGACY VENTURES INTERNATIONAL INC.

For the Year Ended June 30, 2015 and the period from March 4, 2014 (Inception) to June 30, 2014

 

ItemITEM 8. Financial Statements and Supplementary DataFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

LEGACY VENTURES INTERNATIONAL, INC.

INDEX TO FINANCIAL STATEMENTS

 

TABLE OF CONTENTS	Page
Reports of Independent Auditor’s Report Registered Public Accounting Firms	F-1
Balance Sheets	F-2
Balance Sheets at June 30, 2017 and 2016	F-2
Statements of Operations for year ended June 30, 2017 and Comprehensive Loss 2016	F-3
Statement of Stockholders’ Deficiency/Equity	F-4
Statements of Cash Flows for the year ended June 30, 2017 and 2016	F-5 F-4
Statements of Stockholders’ Deficiency for the year ended June 30, 2017 and 2016	F-5
Notes to Financial Statements	F-6 – F-9 - F-17

11

 

 

 

 

 

 

 

 

 

 Financial Statements

LEGACY VENTURES INTERNATIONAL INC.

For the Year Ended June 30, 2017

LEGACY VENTURES INTERNATIONAL INC.

For the Years Ended June 30, 2017 and 2016

Financial Statements

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations and Comprehensive Loss	F-3
Statements of Stockholders’ Deficiency	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6 – F-17

SRCO Professional Corporation Chartered Professional Accountants Licensed Public Accountants Park Place Corporate Centre 15 Wertheim Court, Suite 409 Richmond Hill, ON L4B 3H7 Tel: 905 882 9500 & 416 671 7292 Fax: 905 882 9580 Email: sohail.raza@srco.ca www.srco.ca

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Legacy Ventures International Inc.

 

We have audited the accompanying balance sheets of Legacy Ventures International Inc. [the(the “Company”]) as of June 30, 20152017 and 2014,2016, and the related statements of operations and comprehensive loss, stockholder’s deficiency/ equity,stockholders’ deficiency, and cash flows for each of the yearyears in the two-year period ended June 30, 2014 and for the period from March 4, 2014 (Inception) to June 30, 2014.2017. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatements. The Companycompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits providesaudit provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 20152017 and 2014,2016, and the results of its operations and its cash flows for each of the yearyears in the two-year period ended June 30, 2014 and for the period from March 4, 2014 (Inception) to June 30, 20142017 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that Legacy Ventures International Inc.the Company will continue as a going concern. As discussed in Note 32 to the financial statements, Legacy Ventures International Inc. has incurredthe Company’s losses from operations and it does not have a source of revenue which raisesraise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Richmond Hill, Canada August 13 , 2015October 16, 2017

/s/ SRCO Professional Corporation CHARTERED ACCOUNTANTPROFESSIONAL ACCOUNTANTS Authorized to practise public accounting by the Chartered Professional Accountants of Ontario

 

F-1

LEGACY VENTURES INTERNATIONAL INC.

BALANCE SHEETS

As at June 30, 2015 and 2014

 

	2015	2014
CURRENT ASSETS
Cash	$3,380	$5,366
Prepaid expenses	1,343	—
Total current assets	4,723	5,366
TOTAL ASSETS	4,723	5,366
LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY
CURRENT LIABILITIES
Accrued liabilities	11,850	2,770
Due to shareholder (Note 6)	31,927	—
Due to a related party  (Note 6)	734	734
Total current liabilities	44,511	3,504
TOTAL LIABILITIES	44,511	3,504
STOCKHOLDERS’ (DEFICIENCY) EQUITY
Authorized:
7,500,000 common stock, no par value
Issued and outstanding:
7,400,000 common stock as at June 30, 2015 (June 30, 2014:  600,000 common stock) (Note 5)	68,083	5,540
Accumulated deficit	(107,773)	(3,631)
Accumulated other comprehensive loss	(98)	(47)
Total stockholders’ (deficiency) equity	(39,788)	1,862
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY	$4,723	$5,366
Going concern (Note 3)
Subsequent events (Note 8)
See accompanying notes

		As at				As at
		June 30, 2017				June 30, 2016
		$				$
CURRENT ASSETS
Cash			89				2,993
Accounts and other receivable, net of allowance (Notes 4 & 5)			—				264,880
Inventories			—				78,891
Harmonized sales tax recoverable			—				24,071
Total current assets			89				370,835
TOTAL ASSETS			89				370,835
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued liabilities(Notes 4 & 6)			16,541				326,476
Due to stockholders(Notes 4 & 7)			—				19,455
Due to related parties(Notes 4 & 11)			—				60,145
Notes payable(Note 8)			—				51,794
Total current liabilities			16,541				457,870
TOTAL LIABILITIES			16,541				457,870
STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no share issued and outstanding as at June 30, 2017 and June 30, 2016(Note 10)			—				—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 315,064 common shares issued and outstanding as at June 30, 2017 (June 30, 2016 - 29,527 common shares)(Note 10)			32				3
Additional paid-in-capital			5,894,772				3,769,431
Accumulated other comprehensive loss(Note 4)			—				22,867
Accumulated deficit			(5,911,256	)			(3,879,336	)
Total stockholders’ deficiency			(16,452	)			(87,035	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY			89				370,835

 

Going concern(Note 2)

Subsequent events(Note 13)

 

See accompanying notes

 

F-2

LEGACY VENTURES INTERNATIONAL INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the year ended June 30, 2015 and the period from March 4, 2014 (Inception) to June 30, 2014

		Year ended June 30, 2017				Year ended June 30, 2016
		$				$
REVENUE			74,042				200,265
COST OF SALES			50,665				126,819
GROSS PROFIT			23,377				73,446
OPERATING EXPENSES
Professional fees			41,644				1,412,606
Management fees(Notes 4 & 11)			2,119,194				152,283
General expenses			534				117,265
TOTAL OPERATING LOSS			(2,137,995	)			(1,608,708	)
OTHER (INCOME) EXPENSES
Net gain due to loss of control in subsidiary(Note 4)			(84,021	)			—
Impairment of goodwill(Note 4)			—				2,101,785
Interest and bank charges			933				8,694
Amortization expense(Note 4)			—				70,350
Forgiveness of loan(Note 9)			(22,987	)			(17,974	)
NET LOSS BEFORE INCOME TAXES			(2,031,920	)			(3,771,563	)
Income taxes(Note 12)			—				—
NET LOSS			(2,031,920	)			(3,771,563	)
Translation adjustment			—				22,965
COMPREHENSIVE LOSS			(2,031,920	)			(3,748,598	)
LOSS PER SHARE, BASIC AND DILUTED			(22.63	)			(108.27	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			89,779				34,835

See accompanying notes

 

	For the F-3	For the
	year ended	period ended
	June 30, 2015	June 30, 2014
REVENUE	$—	$—
EXPENSES
Professional fees	103,781	2,735
Incorporation expenses	—	679
Bank charges	177	35
General expenses	184	182
Total expenses	104,142	3,631
Net loss for the year/period before income taxes	(104,142)	(3,631)
Income taxes	—	—
Net loss for the year/period	(104,142)	(3,631)
Foreign currency translation adjustment	(51)	(47)
COMPREHENSIVE LOSS	$(104,193)	$(3,678)
Loss per share, basic and diluted	$(0.0151)	$(0.0125)
Weighted average number of  common stock outstanding, basic and diluted	6,888,767	294,538
See accompanying notes

 

LEGACY VENTURES INTERNATIONAL INC.

STATEMENT OF STOCKHOLDER’S DEFICIENCY/ (EQUITY)STOCKHOLDERS’ DEFICIENCY

For the year ended June 30, 2015 and the period from March 4, 2014 (Inception) to June 30, 2014

 

	Common stock		Accumulated	Accumulated
			Deficit	other
	Shares	Amount		comprehensive	Total
				loss
Proceeds from issuance of shares	600,000	$5,540	$—	$—	$5,540
Loss for the period	—	—	(3,631)	—	(3,631)
Cumulative translation adjustment	—	—	—	(47)	(47)
As at June 30, 2014	600,000	5,540	(3,631)	(47)	1,862
Proceeds from issuance of shares	1,000,000	9,183	—	—	9,183
Issuance of shares for services	5,800,000	53,360	—	—	53,360
Loss for the year	—	—	(104,142)	—	(104,142)
Cumulative translation adjustment	—	—	—	(51)	(51)
As at June 30, 2015	7,400,000	$68,083	$(107,773)	$(98)	$(39,788)
See accompanying notes

																		Accumulated
										Additional								other
		Common stock *								paid in				Accumulated				comprehensive
		Shares				Amount				capital				Deficit				loss				Total
						$				$				$				$				$
As at June 30, 2015			51,800				5				68,078				(107,773	)			(98	)			(39,788	)
Issuance of shares for Services			1,185				—				1,191,351				—				—				1,191,351
Issuance of shares on acquisition			2,000				—				2,180,000				—				—				2,180,000
Issuance of shares on conversion of notes			180				—				182,580				—				—				182,580
Private Placements			162				—				150,000				—				—				150,000
Cancellation of shares			(25,800	)			(2	)			(2,578	)			—				—				(2,580	)
Loss for the year			—				—				—				(3,771,563	)			—				(3,771,563	)
Cumulative translation adjustment			—				—				—				—				22,965				22,965
As at June 30, 2016			29,527				3				3,769,431				(3,879,336	)			22,867				(87,035	)
Issuance of shares for services			285,537				29				2,105,341				—				—				2,105,370
Issuance of notes payable			—				—				20,000				—				—				20,000
Transferred to statement of operations due to loss of control (Note 4)			—				—				—				—				(22,867	)			(22,867	)
Loss for the year			—				—				—				(2,031,920	)			—				(2,031,920	)
As at June 30, 2017			315,064				32				5,894,772				(5,911,256	)			—				(16,452	)

 

* Number of shares have been adjusted retroactively for the reverse split as explained in Note 10 to the financial statements.

 

See accompanying notes

F-4

LEGACY VENTURES INTERNATIONAL INC.

STATEMENTS OF CASH FLOWS

For the year ended June 30, 2015 and the period from March 4, 2014 (Inception) to June 30, 2014

		Year ended				Year ended
		June 30, 2017				June 30, 2016
		$				$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period			(2,031,920	)			(3,771,563	)
Adjustments to reconcile net loss to net cash used in operations:
Net gain due to loss of control in subsidiary			(84,021	)			—
Impairment of goodwill			—				2,101,785
Issuance of shares for services			2,105,370				1,197,117
Amortization expense			—				70,350
Provision for bad debts			—				48,943
Forgiveness of loan			(22,987	)			(17,974	)
Changes in operating assets and liabilities:
Accounts receivable			—				(216,838	)
Inventories			—				(50,074	)
Harmonized sales tax recoverable			—				(21,476	)
Prepaid expenses			—				1,961
Due to related parties			—				58,598
Accounts payable and accrued liabilities			(407	)			366,664
Net cash used in operating activities			(33,965	)			(232,507	)
INVESTING ACTIVITIES
Cash acquired on acquisition			—				3,671
Net cash provided by investing activities			—				3,671
CASH FLOWS FROM FINANCING ACTIVITIES
Due to stockholders			31,061				(17,245	)
Proceeds from issuance of common stock			—				150,000
Proceeds from issuance of notes payable			—				205,794
Net cash provided by financing activities			31,061				338,549
Net increase in cash during the year			(2,904	)			109,713
Effect of foreign currency translation			—				(110,100	)
Cash, beginning of the year			2,993				3,380
Cash, end of the year			89				2,993

 

	For the	For the
	year ended	period ended
	June 30, 2015	June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year/period	$(104,142)	$(3,631)
Adjustments to reconcile net loss to net cash used in operations:
Issuance of shares for services	53,360	—
Changes in operating assets and liabilities:
Prepaid expenses	(1,343)	—
Accrued liabilities	9,080	2,770
Net cash used in operating activities	(43,045)	(861)
INVESTING ACTIVITIES
Due to a related party	—	734
Cash provided by investing activities	—	734
CASH FLOWS FROM FINANCING ACTIVITIES
Due to shareholders	31,927	—
Proceeds from issuance of common stock	9,183	5,540
Net cash provided by financing activities	41,110	5,540
Net (decrease) increase in cash during the year/period	(1,935)	5,413
Effect of foreign currency translation	(51)	(47)
Cash, beginning of the year/period	5,366	—
Cash, end of the year/period	$3,380	$5,366
See accompanying notes

See accompanying notes

 

F-5

LEGACY VENTURES INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTSNotes to the Financial Statements

As at June 30, 2017

 

1. NATURE OF OPERATIONS

 

Legacy Ventures International, Inc. (the “Company”) wasis a Management Company incorporated on March 4, 2014 in the stateState of Nevada. The Company isUpon its acquisition of RM Fresh Brands Inc. (formerly Influx Global Media Inc.) [“RM Fresh”], it was engaged in the development of a new Real Estate Management Company.

The Company’sfood and beverage distribution business whose principal place of business is located at 2602 Innisfil Road, Mississauga,2215-B Renaissance Drive, Las Vegas, Nevada, 89119 USA. 

On September 30, 2015 (the “Closing”), the Company entered into a Share Exchange Agreement (the “Agreement”) with and among RM Fresh and its stockholders. Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding shares of RM Fresh in exchange for the issuance of 2,000,000 of the Company’s common stock. As a result of this transaction, RM Fresh became a wholly owned subsidiary of the Company and the former stockholders of RM Fresh owned approximately 7% of the Company’s common stock. RM Fresh was incorporated on July 29, 2008 under the laws of the Province of Ontario, L5M 4H9, Canada.Canada and is engaged in the business of trading and distribution of food, beverages and body care products.

 

On August 31, 2016, the Company entered into a group of transactions related to RM Fresh. In order to fund the ongoing operation and further development of RM Fresh, the Company consented to new third party investments into RM Fresh in the approximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed to it. As a result of these new investments, the Company’s ownership percentage of RM Fresh has been reduced to twenty percent (20%). In addition, the Company entered into a new Shareholder Agreement with RM Fresh, under which the Company’s shares in RM Fresh are subject to certain restrictions on transfer until such time as the Company declares a stockholder dividend of its RM Fresh shares following a going public transaction by RM Fresh, or in the alternative, for one (1) year after RM Fresh completes a going public transaction.

 

2. BASIS OF PRESENTATION AND MEASUREMENTGOING CONCERN

 

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

The Company’s fiscal year-end is June 30. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar.

3.  GOING CONCERN

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. The audited financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary shouldDuring the current year, the Company be unable to continue as a going concern.

The Company has a minimum cash balance available for payment of ongoing operating expenses, has experiencedincurred recurring losses from operations and it does not haveas at June 30, 2017 has a sourceworking capital deficiency of revenue. Its$16,452, and accumulated deficit of $5,911,256 which has primarily arisen from a non-cash goodwill impairment charge during the year ended June 30, 2016. Further, as explained in Note 1, on August 31, 2016, the Company’s ownership percentage of RM Fresh has been reduced to 20%. 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. 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.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.

 

F-6

 

4.LEGACY VENTURES INTERNATIONAL INC.

Notes to the Financial Statements

As at June 30, 2017

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

UseBasis of EstimatesPresentation and Consolidation

 

The preparationfinancial 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 parent Company’s functional currency is US dollar and the Company’s reporting currency is U.S. dollar.

The financial statements in conformity with US GAAP requires management to make estimates and assumptions that affectof the reported amounts ofCompany as at, June 30, 2017, do not include the assets and liabilities of RM Fresh, which is no longer a wholly-owned subsidiary effective August 31, 2016, as described in Note 4.

Cash

Cash includes cash on hand and disclosurebalances with banks.

Inventories

Inventories which comprise of contingent assets and liabilitiesfinished goods, is valued at the datelower of cost and market value, with cost being determined on a first-in, first-out basis. The cost of finished goods consists of purchase price, freight, custom duties and other delivery expenses. Net realizable value is the estimated selling price in the ordinary course of business, less any applicable selling costs. The Company evaluate the carrying value of inventory on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for products in market compared with historical cost.

Revenue Recognition

The Company recognizes revenues when they are earned, specifically when all of the following conditions are met:

	●	ownership of the goods have been transferred to the customers. Ownership of the goods is transferred to the customers when the good are transferred to a designated carrier in accordance with shipping terms agreed with the customer.
	●	there is persuasive evidence that an arrangement exists;
	●	there are no significant obligations remaining;
	●	amounts are fixed or can be determined; and
	●	the ability to collect is reasonably assured.

Accounts Receivable 

Accounts receivable are stated at outstanding balances, net of an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income. Accounts deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, ageing of the receivables, adverse situations that may affect a customer’s ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that maybe susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due. The Company routinely assesses the financial statementsstrength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited.

F-7

LEGACY VENTURES INTERNATIONAL INC.

Notes to the reported amountsFinancial Statements

As at June 30, 2017

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Segment Reporting

The Company operates in one operating and geographical segment based on the activities for the Company in accordance with ASC Topic 280-10.  Operating segments are defined as components of revenuesan enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and expenses duringin assessing performance. All the reporting periods. Areas involving significant estimatessales of the Company are in Canada.

Goodwill and assumptions include accrualsIdentifiable Intangible Assets

Goodwill and going concern assessment.  These estimatesother identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed periodically,for impairment whenever facts and as adjustments become necessary, theycircumstances indicate that their carrying values may not be fully recoverable. The intangible assets with definite lives are reported in earnings inbeing amortized over its estimated useful lives of 5 years using the period in which they become known. Actual results could materially differ from those estimates.straight-line method.

 

Earnings (Loss) Per Share

 

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 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 earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at June 30, 20152017 and 2014.June 30, 2016.

 

Foreign Currency Translation

 

The Company’s functional currency is US dollar and subsidiary’s functional currency is Canadian (“CDN”) 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 income (loss) for the year. In translating the financial statements of the Company’s subsidiary from their functional currency into the Company’s reporting currency of US dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date for monetary items and using the historical rate on the date of the transaction for non-monetary items, and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss).

F-8

LEGACY VENTURES INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTSNotes to the Financial Statements

As at June 30, 2017

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

 

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with FASB ASC Topic 705 “Cost of Sales and Services”. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred.

Fair Value of Financial Instruments

 

Accounting Standards CodificationASC Topic 820 “Fair“Fair Value Measurements and Disclosures” (“ASC 820”)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 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.

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.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include due from a shareholder, accounts receivable, accounts payable, accrued expenses, due to shareholderrelated parties/stockholders and related party.note payable. The Company'sCompany’s cash, which is carried at fair value, is classified as a Level 1 financial instruments. TheBank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

Foreign Currency Translation

F-9

 

The Company’s functional currency is the Canadian dollar (“CDN”).  The Company translates from the functional currency to U.S. dollars using the current rate method in accordance with FASB ASC 830. The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with FASB ASC 830.

 

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in other income (expenses) on the Statement of Operations.

Comprehensive Income (Loss)

ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its statement of operations and comprehensive loss. Comprehensive income comprised equity except for those transactions resulting from investments by owners and distribution to owners.

Cash

Cash, includes deposits in banks which are unrestricted as to withdrawal or use.

LEGACY VENTURES INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTSNotes to the Financial Statements

As at June 30, 2017

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

 

Income taxesTaxes

 

The Company follows Section 740-10-30accounts for 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 FASB Accounting Standards Codification, which requires recognition of deferredtiming differences between reporting income and expenses for financial statement purposes versus tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferredpurposes. Deferred tax assets and liabilities are based onrecognized for the future tax consequences attributable to differences between the financial statement and tax basescarrying 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 effect for the fiscal yearyears in which thethose temporary differences are expected to be recoveredrecoverable or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized inas income or expense in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regardschange. A valuation allowance is established, when necessary, to uncertainty inreduce deferred income taxes. Section 740-10-25 addressestax assets to the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if itamount that is more likely than not to be realized.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the tax position will be sustainedcarrying amount of a long-lived asset is impaired based on examination byanticipated undiscounted cash flows, before interest, from the taxing authorities,use of the asset. In the event of impairment, a loss is recognized based on the technical meritsamount by which the carrying amount exceeds the fair value of the position.asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. The tax benefitsCompany has assessed its long-lived assets and as of June 30, 2016 has determined that there is an impairment of intangible assets amounting to $2,101,785 (June 30, 2017 – Nil) as explained in Note 4.

Stock Based Compensation

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the financial statements from such a position should be measuredstatement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the largest benefit that has a greater than fifty percent (50%) likelihoodtime of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interestgrant and penalties on income taxes, accountingrevised, if necessary, in interimsubsequent periods and requires increased disclosures.if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company had no material adjustmentsaccounts for stock based compensation awards issued to its assets and/non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or liabilitiesthe instruments issued in exchange for unrecognized income tax benefits accordingsuch services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, the provisions of Section 740-10-25.executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

 

Recently Issued Accounting StandardsPronouncements

 

From time to time, newIn January 2017, an accounting pronouncements arepronouncement was issued by the Financial Accounting Standards Board (FASB) (“FASB”) to simplify the accounting for goodwill impairment. This guidance eliminates the requirement that an entity calculates the implied fair value of goodwill when measuring an impairment charge. Instead, an entity would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This pronouncement is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The adoption is required to be applied on a prospective basis. The adoption of this pronouncement did not have a material impact on the financial position and/or other standard setting bodies that areresults of operations.

F-10

LEGACY VENTURES INTERNATIONAL INC.

Notes to the Financial Statements

As at June 30, 2017

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Recently Issued Accounting Pronouncements(continued)

The Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the statements of operations when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company asadopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the specified effective date.employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the financial position and/or results of operations.

 

In August 2014,March 2016, the Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the statements of operations when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Company’s financial position and/or results of operations

In February 2016, an accounting pronouncement was issued ASU 2014-15, Presentation of Financial Statements - Going Concern, whichby the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will require an entity’s managementcontinue to assess,be recognized in a manner similar to current accounting guidance. This pronouncement is effective for each annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period whether there is substantial doubt aboutpresented. The Company has not yet determined the entity’s ability to continue as a going concern within one yeareffect that the adoption of this pronouncement may have on the financial statement issuance date. The definitionposition and/or results of substantial doubt within the new standard incorporates a likelihood threshold of “probable” similar to the use of that term under current GAAP for loss contingencies. Certain disclosures will be required if conditions give rise to substantial doubt. The guidance will be effective for the Company beginning with fiscal year 2017. Early adoption is permitted. The Company is currently evaluating the impact that this amended guidance will have on its financial statements and related disclosures.operations.

 

On April 7, 2015,January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the financial position and/or results of operations.

On January 1, 2016, the Company adopted the accounting pronouncement issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputationby the FASB to update the guidance related to the presentation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require thatdebt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of thatthe related debt liability consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They become effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years, with early application permitted. The Company is currently evaluating the impact of this accounting standard.

Recently Adopted Accounting Standards

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statementsrather than being presented as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

an asset. The Company adopted this pronouncement on a retrospective basis, and the new requirements in itsadoption did not have a material impact on the financial reporting effective from January 1, 2015.position and/or results of operations.

 

F-11

 

LEGACY VENTURES INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTSNotes to the Financial Statements

As at June 30, 2017

4. BUSINESS ACQUISITION AND SUBSEQUENT LOSS OF CONTROL

 

5.  STOCKHOLDERS’ (DEFICIENCY)/EQUITYBusiness Acquisition:

 

On September 30, 2015 (the “Closing”), the Company entered into a Share Exchange Agreement (the “Agreement”) with and among RM Fresh and its shareholders. Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding shares of RM Fresh in exchange for the issuance of 2,000,000 shares of the Company’s common stock. As a result of this transaction, RM Fresh became a wholly owned subsidiary of the Company and the former shareholders of RM Fresh owned approximately 7% of the Company’s shares of common stock. This acquisition was accounted for using the acquisition method of accounting. The purchase consideration of 2,000,000 shares of the Company’s common stock were fair valued at $2,180,000. Amortization expense of $70,350 on acquired intangible assets were recorded for the year ended June 30, 2016. As at June 30, 2016, the remaining carrying value of intangibles including goodwill amounting in total to $2,101,785 were impaired since the carrying value was less than the fair value.

Loss of Control:

On August 31, 2016, the Company entered into a group of transactions related to RM Fresh. In order to fund the ongoing operation and further development of RM Fresh, the Company consented to new third party investments into RM Fresh in the approximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed by RM Fresh, reducing the Company’s ownership percentage of RM Fresh to twenty percent (20%) and is thus accounted for as an available for sale investment. As a result, the financial statements of the Company as at, December 31, 2016, do not include the assets and liabilities of RM Fresh, which is no longer a wholly-owned subsidiary effective August 31, 2016, while the balance sheet as at June 30, 2016 is and contains the accounts of RM Fresh. The statement of operations of the Company includes the results of the operations of RM Fresh up to August 31, 2016, which is the effective date of change in control, due to loss of control in RM Fresh and consequent de-consolidation. The fair value of the assets and liabilities as at August 31, 2016 and the carrying value of the investments, which resulted in the Company recording a gain of $61,154 in the statement of operations, is as follows:

		Fair value as at August 31, 2016
Cash			12,720
Accounts receivable			250,203
Inventories			78,891
Harmonized sales tax recoverable			24,071
Total assets			365,885
Accounts payable			307,571
Due to stockholders			7,529
Due to related parties			60,145
Notes payable			51,794
Total liabilities			427,039
Net liabilities			61,154
Purchase consideration value of investments in RM Fresh shares on date of acquisition			2,180,000
Impairment recorded until June 30, 2016			(2,180,000	)
Carrying value of investments in RM Fresh shares on date of change in control			-
Gain on date of change in control due to deconsolidation of net liabilities of RM Fresh			61,154

The Company recognized net gain due to loss of control of $84,021 comprising of $61,154 as explained above and $22,867 being translation adjustment. Management has concluded that the entire available for sale investment in RM Fresh is impaired and hence the investment is written off.

F-12

LEGACY VENTURES INTERNATIONAL INC.

Notes to the Financial Statements

As at June 30, 2017

5. ACCOUNTS AND OTHER RECEIVABLE

Accounts and other receivables as at June 30, 2017 are nil. Accounts and other receivables as at June 30, 2016 represent trade accounts receivable of $130,343, net of allowance of $48,943, and other receivable of $134,537. Other receivable relates to a distributor listing fee recoverable from a supplier under an arrangement with the Company. All these balances related to RM Fresh.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as at June 30, 2017 include accrued liabilities amounting to $13,000 ($264,875 as at June 30, 2016).

7. DUE TO STOCKHOLDERS

Amount due to stockholders were unsecured, interest free and were repayable on demand.

8. NOTES PAYABLE

On August 21, 2015 the Company issued $180,000 convertible notes payable bearing interest at 10% p.a. repayable on February 21, 2017. The principal amount and accrued interest were convertible into common stock of the Company at the option of the holder at any time from the date of issuance at $1. The Company concluded that there is no beneficial conversion feature determined in accordance with the guidance provided in ASC 470. Accordingly, these notes were recognized as liability at the time of issuance. On September 30, 2015 all the Holders exercised their right to convert the outstanding principal amount of these notes, into the Company’s common stock at a price of $1.00 per stock (Note 10).

Outstanding notes payable of $51,794 on June 30, 2016 represents unsecured promissory notes amounting to $26,000 and $25,794 issued on April 1, 2015 and March 4, 2016, respectively bearing interest at 20% and 12% per annum, respectively, repayable within a year from issuance date. Interest accrued on these notes during the year ended June 30, 2016 amounted to $6,218. As explained in Note 4, as a result of loss of control, these notes were deconsolidated.

On June 28, 2017 the Company issued $20,000 of unsecured convertible promissory notes (“Notes”) against the balance Due to Shareholders. The Notes mature on February 28, 2018 and bear interest at a rate of 8% per annum. The Notes are convertible into the Common Stock of the Company at a fixed conversion rate of $0.75 per share at any time prior to the maturity date. The Company evaluated the terms and conditions of the Notes under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The instrument was convertible into a fixed number of shares and there were no down round protection features contained in the contracts. The Company was required to consider whether the hybrid contracts embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount resulted in a BCF because the fair value of the conversion was greater than the Company’s stock price on the date of issuance and a BCF was recorded in the amount of $20,000 and accordingly the amount of $20,000 was credited to Additional Paid in Capital. The BCF which represents debt discount is accreted over the life of the loan using the effective interest rate. For the year ended June 30, 2017, the Company recorded no interest expense related to debt discount.

F-13

LEGACY VENTURES INTERNATIONAL INC.

Notes to the Financial Statements

As at June 30, 2017

9. FORGIVENESS OF LOAN

During year ended June 30, 2016, loan amounting to $17,974 provided by a related party to RM Fresh before acquisition to meet the working capital requirements was forgiven in favour of the Company.

During year ended June 30, 2017, a loan amounting to $22,987 provided by a shareholder to meet the working capital requirements was forgiven in favour of the Company.

10. STOCKHOLDERS’ DEFICIENCY

COMMON STOCK - AUTHORIZED

 

As at June 30, 2015,2017, the Company is authorized to issue 7,500,00010,000,000 of preferred stock, with a par value of $0.0001 and 100,000,000 shares of common stock, with noa par value.value of $0.0001

 

COMMON STOCK - ISSUED AND OUTSTANDING

 

During May 2014,On September 9, 2015, the Board of Directors and stockholders of the Company approved a Certificate of Amendment to its Articles of Incorporation to increase the par value of Company’s common stock and preferred stock from no par value to $0.0001 per stock and approved a 1:7 forward split upon the increase of the par value. As a result, the issued and outstanding common stock of the Company increased from 7,400,000 shares prior to the Forward Split to 51,800,000 shares following the Forward Split. Prior year amounts were restated from the earliest period presented, to reflect the effect of the forward split.

On September 30, 2015, the Company issued 600,000 shares of common stock for $5,540 cash.

During July 2014, the Company issued 1,000,000 shares of common stock for $9,183 cash.

During August 2014, the Company issued 5,400,0002,000,000 (2,000 post reverse split) shares of common stock to its founding memberthe former stockholders of RM Fresh pursuant to Share Exchange Agreement. Further, the Principal stockholder of the Company agreed to cancel 25,800,000 (25,800 post reverse split) shares of common stock in accordance with the Cancellation Agreement.

As explained in Note 8, on September 30, 2015 the holders of convertible notes payable exercised their option to convert the notes payable including interest into shares at a price of $1 per stock with the resultant issuance of 180,000 (180 post reverse split) shares.

During October and 400,000December 2015, the Company issued 92,000 (92 post reverse split) shares of common stock to three investors at a price of $1.25 per common stock and received gross proceeds of $115,000.

On October 1, 2015, the Company issued 250,000 (250 post reverse split) shares of common stock to a consultant for services rendered.director in connection with joining the board of directors. These services amounting to $53,360 have beenshares were fair valued at $337,500, determined based on recent private placementthe market price on the date of issuance, and recorded as expense under professional fees in the statement of operations.

During October and December 2015, the Company issued 335,000 (335 post reverse split) shares of common stock to various third parties in connection with providing consulting services. These shares were fair valued at $452,350, and expensed during the year ended March 31, 2016. 

During February 2016, the Company issued 70,000 (70 post reverse split) shares of common stock to one investor at a cash price of $0.50 per common stock and received gross proceeds of $35,000.

F-14

LEGACY VENTURES INTERNATIONAL INC.

Notes to the Financial Statements

As at June 30, 2017

10. STOCKHOLDERS’ EQUITY (DEFICIENCY)(continued)

On January 8, 2016 and March 31, 2016, the Company issued 250,000 (250 post reverse split) shares of common stock each (in totality 500 post reverse split) to two directors in connection with joining the board of directors. These shares were fair valued at $290,000 and $22,500 respectively, determined based on the market price on the date of issuance, and expensed during the year ended March 31, 2016.

On January 26, 2016, the Company issued 100,000 (100 post reverse split) shares of common stock to third parties in connection with providing consulting services. These shares were fair valued at $89,000, determined based on the market price on the date of issuance, and expensed during the year ended March 31, 2016.

On October 28, 2016, the Company issued 35,537,000 (35,537 post reverse split) shares of common stock to the CEO, as consideration for management services. These shares were fair valued at $355,370, determined based on the market price on the date of issuance, and recorded in the statement of operations as management fees during the year ended June 30, 2017.

On November 16, 2016, the Board of Directors and stockholders of the Company approved a 1:1000 reverse split. As a result, the issued and is included in professional feesoutstanding common stock of the Company decreased from 65,064,000 shares prior to the reverse split to 65,064 shares following the reverse split. Prior year amounts have been restated from the earliest period presented, to reflect the effect of the reverse split.

On May 9, 2017, the Company issued 250,000 shares (post reverse split shares) of common stock to the CEO, as consideration for management services. These shares were fair valued at $1,750,000, determined based on the market price on the date of issuance, and recorded in the statementsstatement of operations and comprehensive loss.as management fees during the year ended June 30, 2017

 

At June 30, 2015,2017, there were 7,400,000315,064 shares of common stock issued and outstanding of which 300,247 shares are restricted while 14,817 shares are unrestricted (June 30, 20142016 – 600,000)29,527 shares of common stock - 15,247 shares restricted and 14,280 shares unrestricted).

 

The restricted shares have been issued to various parties through private placements, as start-up capital or as consideration for professional services. These restricted shares will be available for sale under Rule 144 of the Securities Act of 1933, as amended, when the conditions of Rule 144 have been met.

6.

11.   RELATED PARTY TRANSACTIONS AND BALANCES

 

Transactions are considered to be related partyThe Company’s transactions if management has the ability to exercise significant control through its ownership of shares and presence on the board of directors. Transactions with related parties arewere, in the opinion of the management, carried out on normal commercial terms and in the ordinary course of operations and are recorded at the exchange amount, which isCompany’s business.

Other than disclosed elsewhere in the amount of consideration established and agreed upon byfinancial statements, the related parties. The amounts due to shareholders and other related party are unsecured, non-interest bearingtransaction is management fees of $Nil for the year ended June 30, 2017 (year ended 2016: $152,283) charged by entities owned by the shareholders of the Company for providing warehousing and are payable on demand.other logistic services. Amounts owed to entities owned by the stockholders in respect of these services were $Nil as at June 30, 2017 (June 30, 2016: $60,145). Further as explained in note 10, management fee for year ended June 30, 2017 include $2,105,370 representing issuance of 35,537,000 shares of common stock (pre reverse split) and 250,000 shares of common stock (post reverse split) issued to the then CEO of the Company.

 

F-15

 

7.LEGACY VENTURES INTERNATIONAL INC.

Notes to the Financial Statements

As at June 30, 2017

12. INCOME TAXES

Income taxes

The provision for income taxes differs from that computed at the corporate tax rate of approximately 39% for the year ended June 30, 2017 (computed tax rate for the year ended June 30, 2016 - 34%) as follows:

		2017				2016
Net Loss for the year		$	2,031,920			$	3,771,563
Expected Income Tax recovery			792,831				1,274,906
Tax effect of expenses not deductible for income tax			(779,737	)			(1,107,901	)
Change in valuation allowance			(13,094	)			(167,005	)
Deferred tax assets, net of valuation allowance			-				-

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 carryforwardscarry 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, 2015:30:

 

Deferred Tax Assets - Non-current:
NOL Carryover		$	42,031
Less valuation allowance			(42,031)
Deferred tax assets, net of valuation allowance		$	–

		2017				2016
Deferred Tax Assets – Non-current:
Tax effect of NOL Carryover		$	247,799			$	209,298
Less valuation allowance			(247,799	)			(209,298	)
Deferred tax assets, net of valuation allowance			-				-

 

At June 30, 2015,2017 the Company had net operating loss carryforwardscarry forwards of approximately $107,773$635,382 (June 30, 2016: $601,824) that may be offset against future taxable income from the year 20162018 to 2036.2037. No tax benefit has been reported in the June 30, 20152017 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

F-16

 

8.LEGACY VENTURES INTERNATIONAL INC.

Notes to the Financial Statements

As at June 30, 2017

13. SUBSEQUENT EVENTS

 

The Company’s management has evaluated subsequent events up to August 10, 2015,October 13, 2017, the date the financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that there are no materialthe following significant subsequent eventsevent to report.report:

 

Name Change

 

On September 5, 2017, the Board of Directors of the Company (the “Board”) approved, and recommended to the Majority Stockholders that they approve the Name Change. On September 5, 2017, the Majority Stockholders approved the Action by written consent in lieu of a meeting, in accordance with Nevada law.  

The Majority Stockholders authorized amending the Company’s Certificate of Incorporation, as amended, to change the name of the Company from Legacy Ventures International, Inc. to Nexalin Technology, Inc. (the “Name Change”).

The Company is in the process of completing legal formalities to amend the Certificate of Incorporation. The name change will take effect from the date these formalities.

Changes in Control of Registrant.

Effective from July 7, 2017, Randall Letcavage entered into a stock purchase agreement for the acquisition of an aggregate of 286,720 shares of Common Stock of the Company, representing approximately 91% of the issued and outstanding shares of Common Stock of the Company as of such date, from Rehan Saeed, the previous majority shareholder of the Company. The Purchase Agreement was fully executed and delivered, and the transaction consummated as of and at July 7, 2017. Consequently, Mr. Letcavage is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

In addition, on the Closing Date, Rehan Saeed resigned his positions as executive officers of the Company. On the Closing date, the Board appointed Randall Letcavage as a director, effective immediately.

Entry into a Material Definitive Agreement.

Effective September 11, 2017 (the “Closing Date”), Legacy Ventures International, Inc., (the “Company”) entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), dated as of September 1, 2017, by and among the Company, Nexalin Technology, Inc., a Nevada corporation (“Nexalin”) and shareholders of Nexalin holding a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of Nexalin held by the Nexalin Shareholders for units (the “Units”) consisting of an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company and warrants (the “Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company. The warrants are two-year warrants exercisable at the end of one year for exercise prices between $1.50 and $1.75 per share, payable in cash. The warrants are must be promptly exercised, and subject to forfeiture if not so exercised, if the Company’s shares achieve a trading price of $3.00 or more for 30 consecutive days. At the Closing Date, the Company approved the issuance of approximately 15,500,000 shares of common stock to the Nexalin shareholders, together with warrants for the purchase of an additional 15,500,000 shares and reserved approximately 9,500,000 additional shares, together with the related warrants, for the issuance to remaining Nexalin shareholders who are expected to execute and deliver the Share Exchange Agreement, including approximately 1,100,000 shares and related warrants issuable immediately to consultants in connection with the transactions contemplated by the Share Exchange Agreement.

As a result of the Share Exchange Agreement and the other transactions contemplated thereunder, Nexalin is now a majority subsidiary of the Company.

F-17

 

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

 

There have been no changes in or disagreements with accountants on accounting or financialNo events occurred requiring disclosure matters.under Item 307 and 308 of Regulation S-K during the fiscal year ended June 30, 2017.

 

Item 9A.   Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) underOur 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”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (the Company's principal executive officer and interim principal accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule(Exchange Act) Rules 13a-15(e) under the Exchange Act)or 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officerannual report, has concluded that the Company'sour disclosure controls and procedures are not effective to ensure that informationat a reasonable assurance level based on their evaluation of these controls and procedures as required to be disclosed by the Company in the reports that the Company files or submits under theparagraph (b) of Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.Rules 13a-15 or 15d-15.

 

Management’s Report on Internal Control over Financial Reporting

 

TheOur management of the Company 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 Company. United States of America. 

Our internal control system was designedover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in general,reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to the Company'spermit 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 boarddirectors; 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 preparation and fair presentation of published financial statements, but becausestatements. 

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 the Company'sour internal control over financial reporting as of June 30, 2015. The2017. In making this assessment, management used the framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control –- Integrated Framework” issuedFramework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission.Commission, commonly referred to as the COSO- 2013 criteria. Based on the assessment performed, management believes that assessment, Based on that evaluation, our management concluded thatas of June 30, 2017, our internal control over financial reporting was not effective as of June 30, 2015. This was due to deficienciesbased upon the COSO-2013 criteria. Additionally, based on management’s assessment, we determined that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that amounted tothere were material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of June 30, 2015.

To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate, the following series of measures:

We plan to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we plan to create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We did not implement the said remedial measures for the fiscal year ended June 30, 2015. We anticipate that these remedial measures will be implemented when our financial conditions permit.

Changes in Internal Controls over financial reporting

No change in our internal control over financial reporting occurred duringas of June 30, 2017.

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 fourth fiscal quarter ofSEC that permit us to provide only management’s report in this annual report.

Changes in Internal Controls

During the year ended June 30, 20152017, 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.

None

 

12

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.Governance

 

The following tableinformation sets forth the names, ages, and agespositions of officersour current directors and directorsexecutive officers as of August 12, 2015. Our executive officers are elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or a successor is elected and qualified.October 16, 2017. 

 

Name		Age		Position Office(s) held
Rehan Saeed		34
Randall Letcavage				President, Chief Executive Officer, Chief Financial OfficerCEO, CFO, and Director
Mark White				COO

 

Set forth below is a brief description of the background and business experience of each of our current executive officerofficers and director for the past five years.directors.

 

Rehan Saeed,Randall Letcavage – Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board of Directors

Mr. Letcavage was named Chairman, President, Chief Executive Officer, and Chief Financial Officer of the Company on June 28, 2017. Mr. Letcavage has been the Chief Executive Officer of Nexalin since inception in 2010. Mr. Letcavage is also Chairman, President, Chief Executive Officer, and Chief Financial Officer of Premier Holding Corporation, since July 5, 2012. Prior to this he was employed as a consultant by Capital Finance LLC. He brings in excess of 25 years plus of business experience specializing in the financial markets and business consulting including biotech, green energy/clean technology. For the past 20 years Mr. Letcavage has been an investment banker widely recognized for individual achievements as well as his role of Founder, Officer and Director of the iCapital Group that includes iCapital Finance Inc, iCapital Advisory LLC and iCap Development LLC (A National “CDE” Community Development Entity – Certified by the U.S Treasury Department). Mr. Letcavage has also held executive positions, invested, and/or operated numerous businesses including related companies in life sciences, medical devices and green energy and power reduction – CEO of Ciralight Global Inc, CEO of Green Central Holdings, Consultant and one of the largest shareholders of publicly traded PRHL which operates The Power Company, American Illuminating and Energy Efficiency Experts (E3). Letcavage had been successful in many areas additionally providing capital to healthcare companies. Mr. Letcavage personally acted as an advisor to municipalities, including the Stare of New Jersey and its Economic Development Authority, and leading millions in industrial bond transactions, as well as New Market Tax Credits, while also advising the National Conference of Black Mayors (NCBM; over 800 members in these matters). Mr. Letcavage served as the Managing Director of NC Capital Markets and as Vice President of The National Capital Companies, Inc. (directing the daily operations of most of its subsidiaries). Mr. Letcavage was formerly the CEO and a majority owner of Capital Access Group. Prior to Capital Access, Mr. Letcavage founded and/or managed several asset management firms, including Valley Forge Capital Holdings and the Marshall Plan, LLC that directed and/or co-managed over $3 billion in assets with former renowned CALPERS (California Pension & Retirement Systems) Manager, Greta Marshall. Prior to Valley Forge, Mr. Letcavage founded Security America, Inc., an asset management firm based in Grosse Pointe, Michigan. Mr. Letcavage worked with Prudential-Bache running a Joint Venture ―High Net Worth Group (a/k/a Security American, Inc.).

13

Mark White

Chief Operating Officer

 

From 2007 to September of 2014, Mr. SaeedMark has been the Vice President of Product Development of AYA Financial, Inc, wherea successful entrepreneur for 20 years; he co-authored a number of white papers for various real estate-related financial products. Mr. Saeed started his career at CIBC-Edulinx, dealing with government sponsored student loans. He worked as an Interest Relief Analyst. Subsequently, he joined UM Financial, Inc. (“UM Financial”), a firm providing residential real estate mortgages and was their first employee. He performed the sales and marketing functions at UM Financial and was instrumentalspecializes in the rapidperformance of service based companies. He has extensive experience in growth organizations and turnaround situations. He has had numerous successes building teams and implementing effective processes, with an emphasis on organizational development, financial stability and the quality and efficiency of the firm from a start-up company to one that manages a real estate mortgage portfolio of nearly $110 million in just two (2) years. Since 2006, Mr. Saeed has been regularly conducting seminars and certificate courses on alternative finance in Canada especially in the area of residential real estate. Mr. Saeed specialized in product structuring and compliance and had vast experience working with individuals of diverse backgrounds.services.

 

Mr. Saeed’s formal educationWhite has spent the last six years studying the Nexalin Technology in financethe patient and subsequent work experiencepractitioner community. In 2010, Mr. White’s distribution company, iiCOM Strategic, became the first national distribution provider for Nexalin. His recent development of clinical models utilizing the Nexalin Therapy has positioned him as a provider of consulting aspects related to the use of Nexalin in financial institutions has given him unique exposure, both in Canada and abroad. Mr. Saeed has written many white papers, most notably an original research white paper on an Interest Free Mortgage Investment Corporation which was presented atclinical applications across the 4-day Banking & Finance Conference held in Toronto in 2007. United States.

  

In January of 2012, Mr. Saeed obtainedWhite joined the Nexalin corporate team to oversee operations and the development of a Mastersuccessful clinical model. Mr. White is an experienced and well-respected trainer and presenter internationally on the subject of “Brain Based Health” and “Brain Based Recovery”. He is a thought leader in Business Administrationthe application of brain stimulation and its ability to address mental health and addiction issues in Bankingthe United States. Mr. White has also appeared on several prominent news and Finance from the International Universitymedia shows speaking on Nexalin and electrical brain stimulation as a form of Malaysia and a Bachelor of Science in Information Technology from York University in Toronto, Canada.drug free treatment for various psychiatric disorders.

 

In addition to his considerable responsibilities with Nexalin, Mr. White is the Founder and Director of Unique Mind Care in Houston, TX, a clinical leader in the in the brain health arena focused on drug free treatments that utilize QEEG training technologies and various neurostimulation techniques.

Term of Office

 

Our directorsDirectors are appointed for a one-yearone 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.

14

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, no director, nominee for director, or executive officer of the Company has been a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.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. 

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;
-	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.

15

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

 

The company hasAs of June 30, 2017, we had not adopted a Code of Ethics applicable to its Principal Executive Officer and Principalfor Financial Officer.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

 

The following summaryCompensation Discussion and Analysis 

We presently do not have employment or compensation table sets forth all compensation awarded to, earned by, or paid to theagreements with any of our named executive officers paid by us:and have not established any overall system of executive compensation or any fixed policies regarding compensation of executive officers.

 

SUMMARY COMPENSATION TABLE

Name and Principal Position		Year			Salary ($)		Bonus ($)			Stock  Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			Non-Qualified Deferred Compensation Earnings ($)			All Other Compensation ($)		Totals ($)
Rehan Saeed President, Chief Executive Officer & Director			2015		0			0			0			0			0			0		0		0
			2014		0			0			0			0			0			0		0		0

Option GrantsSummary Compensation Table 

 

There are no stock option plans or common shares set aside for any stock option plan.None

 

Long-Term Incentive Plan (“LTIP”) AwardsNarrative Disclosure to the Summary Compensation Table

 

There were no awards madeWe did not pay any compensation to a namedour executive officers induring the last completedtwo fiscal year under any LTIPyears.

 

Compensation of DirectorsStock Option Grants 

 

Directors are permittedWe have not granted any stock options to receive fixed fees and other compensation for their services as directors. The Board of Directors (which currently consists solely of Rehan Saeed) has the authorityexecutive officers or directors since our inception.

Outstanding Equity Awards at Fiscal Year-End 

None

Director Compensation 

None 

Narrative Disclosure to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.Director Compensation Table 

None

 

Employment Agreements with Current Management 

 

Currently, weWe do not currently have anany employment agreementagreements in place with any of our officers and directors.executive officers.

 

16

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

 

The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our ordinary shares, the sole outstanding class of our voting securities,capital stock by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding ordinary shares of the Company, (ii) each executive officer and director, by each person known by us to beneficially own more than 5% of any class of stock and (iii) allby the executive officers and directors as a group. BeneficialPercentage figures for beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. ordinary shares subject to options, warrants or convertible securities exercisable or convertible within 60 days as of the date hereofcommon stock are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person and is based on shares issued and outstanding as of August 12, 2015.

The following table provides the names and addresses of each person known to us to own more than 5% of our outstandingupon: ________ shares of common stock outstanding as of the date of our registration statement, of which this prospectus is a part, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.October 10, 2016.

 

Name		Number of Shares Beneficially Owned				Percent of Class (1)
Rehan Saeed			5,400,000				72.97   %
All Executive Officers and Directors as a group (1 person)			5,400,000				72.97  %
Zeeshan Saeed			400,000				5.41  %

Common Stock

Name and address of beneficial owner (1)		Amount of beneficial ownership				Percent of beneficial ownership
Randall Letcavage			286,720				91	%
Total of All Current Directors and Officers:			286,720				91	%

Other 5% Holders:

None

 

(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.

(1)

Based on 7,400,000The Company notes that effective September 11, 2017 (the “Closing Date”), the Company entered into the Share Exchange Agreement pursuant to an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company and warrants (the “Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company are issuable. At the Closing Date, the Company approved the issuance of approximately 15,500,000 shares of common stock outstanding asto the Nexalin shareholders, together with warrants for the purchase of August 12, 2015.an additional 15,500,000 shares and reserved approximately 9,500,000 additional shares, together with the related warrants, for the issuance to remaining Nexalin shareholders who are expected to execute and deliver the Share Exchange Agreement, including approximately 2,100,000 shares and related warrants issuable immediately to consultants in connection with the transactions contemplated by the Share Exchange Agreement. These shares have not been issued yet by the Company.

 

17

 

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

 

Certain Related Party Transactions

There have been no material transactions, series of similar transactions or currently proposed transactions during 2015 and 2014 in which we were or are to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the averageExcept as set forth below, none of our total assets at year end for the last two completed fiscal years and in which any directordirectors or executive officerofficers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or any security holder who is known to us to own of record or beneficiallyindirectly, shares carrying more than 5% of the voting rights attached to all of our common stock, oroutstanding shares, nor any membermembers of the immediate family or sharing the household (other than a tenant or employee)(including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons had ahas any material interest, direct or indirect, material interest.

In March, 2014, Rehan Saeed, who is the President and sole Director at the inception of the Company, took the initiative in forming and organizing the business of the Company. The Company as a result issued 5,400,000 shares of common stock to Mr. Saeed for his contribution of $734 at inception,any transaction since our incorporation or in any presently proposed transaction which, he does not intend to be reimbursed.

In March, 2014, Zeeshan Saeed, brother of Mr. Rehan Saeed, assisted in the forming and organizing the business the Company. The Company as a result issued 400,000 shares of common stock to Mr. Saeed for his services rendered.

The Companyeither case, has been provided office space by Rehan Saeed, an officer and Director of the Company, at $500 CAD, or approximately $500 USD, per month.will materially affect us:

  

Indebtedness of Management

No officer, director or security holder known to us to own of record or beneficially more than 5% of our common stock or any member of the immediate family or sharing the household (other than a tenant or employee) of any of the foregoing persons is indebted to us.

Transactions with PromotersDirector Independence

 

We didare not expressly engage a promoter at“listed issuer” within the timemeaning of its formation.

IndependenceItem 407 of Regulation S-K and there are no applicable listing standards for determining the Board of Directors

For a director to be “independent” under these standards, the Board must affirmatively determine that the director has no material relationship with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. Applying corporate governance standards, and all other applicable laws, rules and regulations, the Board of Directors has determined that noneindependence of our directors are independent. This doesdirectors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., we do not constitute anbelieve that we currently have any independent board of directors.

Item 14. Principal Accountant Fees and Services

Audit Fees

 

The following table presents the aggregate fees billed for each of the last two fiscal years forby the Company’s independent registered public accounting firm, SRCO Professional Corporation, in connection with the audit of the Company’s financial statements and other professional services rendered byrendered.

Year Ended:		Audit Services				Audit Related Fees				Tax Fees				Other Fees
June 30, 2017		$	10,000			$	4,000			$	-			$	-
June 30, 2016		$	4,577			$	6,866			$	-			$	-

Audit fees represent the principal accountantprofessional services rendered for the audit of the Company’s annual financial statements and the review of the Company’s financial statements included in the Company’s Form 10-K or 10-Q orquarterly reports, along with services that are normally provided by the accountantaccounting firm in connection with statutory and regulatory filings was $[_]or other engagements. Audit-related fees represent professional services rendered for assurance and $[_] forrelated services by the fiscal year ended June 30, 2015 and June 30, 2014, respectively.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.

 

Audit Related Fees

There were noTax fees for audit related services for the years ended June 30, 2015 and 2014.

Tax Fees

For the Company’s fiscal years ended June 30, 2015 and 2014, we were not billed forrepresent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountantrepresent fees billed for the fiscal years ended June 30, 2015products and 2014.

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

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee; or

- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does  not have  records of  what percentage ofaccounting firm, other than the above fees were pre-approved.  However, all ofservices reported for the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

other categories.

 

18

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.Statements Schedules

(a) Financial Statements and Schedules 

 

a) Documents filed as part ofThe following financial statements and schedules listed below are included in this Annual ReportForm 10-K.

 

1. Consolidated Financial Statements (See Item 8)

 

2. Financial Statement Schedules

3.(b) Exhibits

 

Exhibits # Exhibit Number		Title Description
3.1     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)
3.2		Certificate of Correction (1)
3.3		By-Laws Bylaws (1)
31.1     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)
31.1*		Certification of PrincipalChief Executive Officer and Principal Financial Officer Pursuantpursuant 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+  31.2*		Certification of PrincipalChief 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 Principal Financial Officer Pursuantpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of 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, 2016 formatted in Extensible Business Reporting Language (XBRL).
		101.INS	XBRL Instance Document
		101.PRE	XBRL Taxonomy Extension Presentation Linkbase
		101.LAB	XBRL Taxonomy Extension Label Linkbase
		101.DEF	XBRL Taxonomy Extension Definition Linkbase
		101.CAL	XBRL Taxonomy Extension Calculation Linkbase
		101.SCH	XBRL Taxonomy Extension Schema

 

(1)	Incorporated by reference to the Company’s registration statement on Form S-1 filed with the SEC 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.
*	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.

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

19

 

 

SIGNATURES

 

Pursuant to the requirementrequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantCompany has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.authorized on this 16th day of October, 2017.

 

	Legacy Ventures International, Inc. (Registrant)
November 13, 2015	By:	/s/Evan Clifford___________ Randall Letcavage
		Evan Clifford
		President, Chief Executive Officer (Principal Executive Officer) Randall Letcavage

November 13, 2015	By:	/s/Rehan Saeed____________
		Rehan Saeed
		Chief Financial Officer (Principal Accounting Officer)

 

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 registrantCompany and in the capacities and on the dates indicated.indicated:

 

Signature		Title		Date
/s/Evan Clifford Randall Letcavage		President and Chief Executive Officer		November 13, 2015 October 16, 2017
Evan Clifford Randall Letcavage		(Principal Executive and Financial Officer)
/s/Rehan Saeed______________________		Chief Financial Officer and Director		November 13, 2015
Rehan Saeed		(Principal Accounting Officer and Director)
/s/Matthew Merson____________________		Director		November 13, 2015
Matthew Merson

 

 

20