As filed with the Securities and Exchange Commission on January 19, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Legacy Ventures International, Inc.

(Exact name of registrant as specified in its Charter)

2602 Innisfil Road2215-B Renaissance Drive

Mississauga, Ontario, L5M 4H9, CanadaLas Vegas, Nevada 89119

(647) 478-63851-800-918-3362

(Address, including zip code, and telephone number,

Including area code, of registrant’s principal executive offices)

Legacy Ventures International, Inc.

Attn: Rehan Saeed

2215-B Renaissance Drive

Las Vegas, Nevada 89119

1-800-918-3362

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)

Copies of communications to:

Gregg E. Jaclin, Esq.

Szaferman, Lakind, Blumstein & Blader, PC

101 Grovers Mill Road, Suite 200

Lawrenceville, NJ 08648

Phone: 609-275-0400

Fax: 609-275-4511

N/A

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: from time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.       x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering.        ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.       ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

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

Calculation of Registration Fee

(1) This registration statement covers the resale by our selling shareholders of up to 1,600,0009,250,000 shares of common stock previously issued to such selling shareholders.

(2) The offering price has been estimatedEstimated solely for the purpose of computing the amount ofdetermining the registration fee in accordance withpursuant to Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; promulgated under the offeringSecurities Act of 1933, as amended. Share price was determined bybased upon the priceaverage of the shares that were sold to our shareholders in a private placement memorandum. Thebid and asked price of $0.01 is a fixed price at which the selling security holders may sell their shares for the duration of the offering. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.OTCQB as of January 13, 2016.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

LEGACY VENTURES INTERNATIONAL INC.

1,600,0009,250,000 SHARES OF COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.  The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is common stock that are shares that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not tradedcurrently quoted on any market or securities exchange.the OTCQB under the symbol “LGYV.” The selling security holders have not engaged any underwriter in connection with thelast reported sale of their shares of common stock.  Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.01 per share until our common stock is quotedas reported on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.OTC: QB on January 15, 2016 was $1.08 per share.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are subject to reduced public company reporting requirements.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page [_] 4 to read about factors you should consider before buying shares of our common stock.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus is: ________________.

TABLE OF CONTENTS

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date. 

RISK FACTORS 

The shares of our common stock being offered for sale are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this registration statement. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.

Risks Related to Our Business

INHERENT RISKS ASSOCIATED WITH REAL ESTATE INVESTMENTS AND WITH THE REAL ESTATE INDUSTRY

Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control and each could have an adverse impact on our financial performance and the value of our services. Our financial performance and the value of our properties can be affected by many of these factors, including the following:

TENANTS’ FAILUREWE MAY NOT BE ABLE TO MAKE RENTAL PAYMENTSSUCCESSFULLY IMPLEMENT OUR GROWTH STRATEGY ON A TIMELY BASIS OR AT ALL.

Our results of operations dependfuture success depends, in large part, on our ability to collect rent fromimplement our growth strategy, including expanding distribution our products in the tenants renting properties fromUnited States and other international markets, attracting new consumers to our clients. At any time, the tenants, especially of commercial properties,brand, introducing new products and product line extensions and expanding into new markets. Our ability to implement this growth strategy depends, among other things, on our ability to:

We may experiencenot be able to successfully implement our growth strategy and may need to change our strategy. If we fail to implement our growth strategy or if we invest resources in a downturn in their businessesgrowth strategy that may significantly weaken theirultimately proves unsuccessful, our business, financial condition whether as a result of general economic conditions or otherwise. As a result, the tenants may fail to make rental payments when due, delay lease commencements, decline to extend or renew leases upon expiration or declare bankruptcy. Any of these actions could result in the termination of the tenants’ leases or the failure to renew a lease and the loss of rental income attributable to the terminated leases. The occurrence of any of the situations described above could seriously harm our results of operations.operations may be materially adversely affected.

LIMITED OPERATING HISTORY

The Company was formed on March 4, 2014. Prior to that time,the acquisition of RM Fresh in September 2015, the Company had nominimal operations upon which an evaluation of the Company and its prospects could be based. There can be no assurance that management of the Company will be successful in completing the Company's business development, with real estate investors or property owners, implementing the corporate infrastructure to support operations at the levels called for by the Company's business plan, devising a marketing plan to successfully reach investors or property owners or that the Company will generate sufficient revenues to meet its expenses or to achieve or maintain profitability.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The audited financial statements included in the registration statement have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We have incurred significant losses since our inception. We have funded these losses primarily through the sale of securities.

Based on our financial history since inception, in their report on the financial statements for the period from March 4, 2014 (inception) to July 31, 2014, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has generated no revenue.

There can be no assurance that we will have adequate capital resources to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

NEED FOR FINANCING

We largely depend on additional capital to implement our business plan and support our operations. Currently, we have no established bank-financing arrangements. Therefore, it is likely we will need to seek additional financing through future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners. We have no current plans for additional financing.

We cannot assure you that we will be able to raise the working capital as needed on terms acceptable to us, if at all. The sale of additional equity securities will result in dilution to our shareholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations.

If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results, or cease our operations entirely, in which case, you will lose all your investment.

ADVERSE EFFECT TO YOUR INTEREST UPON ADDITIONAL FINANCING

If we raise additional capital subsequent to this offering through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution.  In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our common stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.  

SIGNIFICANT ADVERSE IMPACT TO OUR CAPITAL RESERVE OF ANY LIABLE UNINSURED CLAIM

We do not have any insurance to cover potential risks and liabilities, including, but not limited to, injuries or economic losses arising out of or relating to our omission or errors in providing our services. Even if we decide to obtain insurance coverage in the future, it is possible that: (1) we may not be able to get enough insurance to meet our needs; (2) we may have to pay very high premiums for the additional coverage; (3) we may not be able to acquire any insurance for certain types of business risk; or (4) we may have gaps in coverage for certain risks. We may be exposed to potential uninsured claims for which we could have to expend significant amounts of capital. Consequently, if we were found liable for a significant uninsured claim in the future, we may be forced to expend a significant amount of our capital to resolve the uninsured claim.

DEPENDENCE ON KEY PERSONNEL

The Company will be dependent on its key executive, President and soleChief Executive Officer, Evan Clifford, and Chief Financial Officer and Director, Rehan Saeed, for the foreseeable future. The loss of the services from Mr. Clifford and/or Mr. Saeed could have a material adverse effect on the operations and prospects of the Company. He isMr. Clifford and Mr. Saeed are expected to handle all marketing and sales efforts and manage the operations. His responsibilities include developing business arrangements with real estate investors and property owners, and formulating marketing materials to be used during his presentations and meetings. Another seasoned business manager with an interest inoperations of the real estate industry, specifically related to property management, would be needed to run the Company if Mr. Saeed was no longer available.Company. At this time, the Company does not have an employment agreement with Mr. Clifford or Mr. Saeed, though the Company may enter into such an agreement with its Presidentthem on terms and conditions usual and customary for its industry. The Company does not currently have "key man" life insurance on Mr. Saeed.

COMPETITIONits executives.

There are numerous established companies that offer some form

DIFFICULTIES IN EFFECTING SERVICE OF PROCESS

Our President and Chief Executive Officer, Evan Clifford, and Chief Financial Officer and Director, Rehan Saeed, reside in Canada and thus, outside of the United States. Therefore, shareholders may have difficulty effecting service of process against them. It would be expensive, difficult and time consuming for U.S. stockholders to investorseffect service of process within the United States on our officers and property ownersdirector, enforce judgments obtained in U.S. courts based on the real estate industry. In addition, there are a numbercivil liability provisions of largethe U.S. federal securities laws against the officer and well-established real estate management firms that provide such servicesdirector,  enforce judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws in foreign courts against our officers and directors, and bringing an original action in foreign courts to enforce liabilities based on the industry. We are a new entry into this competitive marketU.S. federal securities laws against our officers and may struggledirectors. These difficulties could have the effect of negating an investor or shareholders ability to differentiate ourselves as a specialist that could provide more value forenforce his or her legal rights against our potential clients.officers and directors.

INDEMNIFICATION AND LIMITATION OF LIABILITY

The Company’s Certificate of Incorporation and By-Laws include provisions that eliminate the personal liability of the directors of the Company for monetary damages to the fullest extent possible under the laws of the State of Nevada or other applicable law. These provisions eliminate the liability of directors to the Company and its shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Nevada law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties.

POTENTIAL CLIENTS MAY NOT HAVE THE FUNDS OR NEED TO OUTSOURCE THIS WORK

Some of the larger real estate development companies have the resources to handle the strategy and implementation of our services in-house. The vast majority of the Canada's real estate owners and investors, however, have very limited resources. While these investors do not have the expertise to differentiate themselves from their competition, they may not have the resources required to engage us either to help them develop their strategy or to execute their plans.

GROWTH IN THE REAL ESTATE INDUSTRY MAY SLOW

The real estate market in Canada has been growing steadily in the past few years. This growth, however, may not continue, thereby reducing the ability and willingness of property owners or investors to pay for the services that we are providing.

COMPANY MAY RELY ON INDEPENDENT CONTRACTORS TO IMPLEMENT SOLUTIONS

In order to provide certain services, such as repairing and renovation of the properties, to clients at a scale commensurate with the business plan, the Company may be required to engage, at least initially, a number of independent contractors who will need to be trained and actively managed to ensure that their work meets the standard of the Company. Finding, engaging, contracting and maintaining a set of independent contractors who can do this work could cause delays, unplanned expenses and other adverse results for the Company.

CHANGES IN LOCAL ECONOMIC CONDITIONS

Our revenues may be negatively influenced by changes in regional or local economic variables and investor confidence. External factors that affect economic variables and investor confidence and over which we exercise no influence include unemployment rates, levels of personal disposable income and regional or local economic conditions. Changes in economic conditions could adversely affect the progress of various real estate development projects in certain of our market areas. Historically, development projects in such markets are more severely affected by weak economic conditions.

DISRUPTIONS IN THE NATIONAL AND GLOBAL ECONOMIES

Disruptions in the Canadian national and global economies may result in high unemployment rates and declines in consumer confidence and spending.  If such conditions occur, they may result in significant declines in the real estateretail industry, which could directly affect the demand of our services.  There can be no assurance that government responses to the disruptions will be able to restore investor confidence.  Disruptions in the national and global economies therefore may adversely impact our revenues, results of operations, business and financial condition.

Risks Related to Our Common Stock

RESTRICTED SECURITIES; LIMITED TRANSFERABILITY

The securities should be considered a long-term, illiquid investment. Our securities have not been registered under the Securities Act, and cannot be sold without registration under the Securities Act or any exemption from registration. In addition, the securities are not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active trading market for our securities, a shareholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

NO PUBLIC TRADING MARKET

There is no establishedactive public trading marketing for our common stock and there can be no assurance that one will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

WE WILL CONTINUE TO INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY.

As a public company, we will continue to incur increased legal, accounting and other costs not incurred as a private company. The Sarbanes-Oxley Act of 2002 and related rules and regulations of the SEC and NYSE MKT regulate the corporate governance practices of public companies. We expect that compliance with these requirements will increase our expenses and make some activities more time consuming than they have been in the past when we were a private company. Although we are currently unable to estimate these increased costs with any degree of certainty, such additional costs going forward could negatively impact our financial results.

FAILURE TO MAINTAIN EFFECTIVE INTERNAL CONTROL OVER FINANCIAL REPORTING IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND STOCK PRICE.

As a public company, we are required to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over financial reporting. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis, or may cause us to restate previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the Securities and Exchange Commission (the “SEC”), or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in our internal control over financial reporting. This could materially adversely affect us by, for example, leading to a decline in our share price and impairing our ability to raise capital, if and when desirable.

NOT LIKELY TO PAY DIVIDENDS

We currentlyFor the foreseeable future, we intend to retain any future earnings for use into finance the operationdevelopment and expansion of our business. Accordingly,business, and we do not expectanticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay any dividends in the foreseeable future but will review this policy as circumstances dictate.be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

MAY BE SUBJECT NOW AND IN THE FUTURE TO THE SEC’S “PENNY STOCK” RULES

We may beOur common stock has recently traded at less than $5.00 per share and is therefore subject now and in the future to the SEC’s “penny stock” rules if our shares of Common Stock sell below $5.00 per share.Securities and Exchange Commission’s (“SEC”) penny stock rules. Penny stocks generally are equity securities with a price of less than $5.00. The pennyPenny stock rules require broker-dealersa broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC whichthat provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction; the broker dealer mustalso make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome andThese requirements may reduce purchaseshave the effect of any offerings and reducereducing the level of trading activity, if any, in the secondary market for shares of our common stock. As long as our shares of common stock area security that becomes subject to the penny stock rules,rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the holdersability of such shares ofbroker-dealers to sell our common stock and may find it more difficultaffect your ability to sell their securities.

COSTS TO COMPLY WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS

We may incur significant costs associated withresell our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including but not limited to requirements under the Sarbanes-Oxley Act of 2002. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.common stock.

MANAGEMENT’S LACK OF PUBLIC COMPANY EXPERIENCE

Our management lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our management has never been responsible forlimited experience in managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

OUR STATUS AS AN “EMERGING GROWTH COMPANY” UNDER THE JOBS ACT OF 2012

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  However, weWe have elected to opt out ofuse the extended transition period for complyingprovided above and therefore our financial statements may not be comparable to companies that comply with the revised accounting standards.public company effective dates.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company,” we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  Investors may be unable to compare our business with other companies in our industry if they believe that our reports are not as transparent as other companies in our industry.  If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected. 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statements that are not purely historical and that are “forward-looking statements.” The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions. Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution.”  We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since ourThe prices at which the shares or common stock is not listed or quoted on any exchange or quotation system,covered by this prospectus may actually be sold will be determined by the offeringprevailing public market price of thefor shares of common stock, was determined by negotiations between the price of the common stock that was sold to ourselling security holders pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated under the Securities Act of 1933.

The offering price of the sharesbuyers of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial conditionin private transactions or any other established criteriaas otherwise described in “Plan of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.Distribution.”

DILUTION

The common stock to be sold by the selling stockholders provide in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing stockholders.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate applying for quoting of ourOur common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will beis currently quoted on the OTCBB or, if quoted, that aOTCQB under the symbol “LGYV.” There has been no active public trading market will materialize.

Holders of Capital Stock

As of the date of this registration statement, we had thirty-four (34) holders offor our common stock.

Holders of Capital Stock

As of January 11, 2016, we had 35 holders of our common stock, which number does not reflect beneficial stockholders who hold their stock in nominee or “street” name through various brokerage firms.

Stock Option Grants

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 or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors has the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board of Directors deems relevant.

Recent Sales of Unregistered Securities

None.

DESCRIPTION OF BUSINESS

Overview

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 offersNevada. We offered management and consulting services to residential and commercial real estate property owners prior to the acquisition of RM Fresh.

We now operate through our wholly-owned subsidiary RM Fresh, who rent or lease their property to third party tenants. We plan toservices food and beverage retailers and distributors who are looking for innovative, trend-setting products across North America and in international markets. With a focus on managing real estate propertiessustainable, category changing consumables, RM Fresh acquired the rights 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 Arriba Horchata. RM Fresh offers logistic and warehouse services out of our principal warehouse facility in Mississauga, Canada, servicing the Greatergreater Toronto areaarea. Through a network of sub-distribution partners across Canada, RM Fresh provides national product distribution and maintain a client base consists of hotels, commercial properties, medical facilities 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. The Company has an emerging focus on the United States and Middle East through the establishment of sub-distribution partners.

Acquisition of RM Fresh Brands Inc.

On September 30, 2015, we entered into a share exchange agreement with Rehan Saeed, RM Fresh Brands Inc. (“RM Fresh”), and the RM Fresh shareholders, Ron Patel and Mirwan Ferris. Pursuant to the terms of the agreement, the Company issued an aggregate of 2,000,000 shares of its common stock to the RM Fresh shareholders in exchange for all the issued and outstanding shares of RM Fresh. The principals of RM Fresh, Ron Patel and Mirwan Ferris, remain as officers and directors of RM Fresh.

In connection with the share exchange agreement, the Company entered into a share cancellation agreement with Rehan Saeed whereby Mr. Saeed, owning an aggregate of 37,800,000 shares of the Company’s common stock, agreed to cancel 25,800,000 shares, and to transfer an aggregate of 10,000,000 shares of common stock to the RM Fresh executives and their affiliates.

In addition, RM Fresh entered into executive management agreements with (1) Shadon Global Inc., for the services of Ron Patel and (2) Ferris Brand Management Inc., for the services of Mirwan Ferris. Pursuant to the agreements, the RM Fresh executives will be responsible for the day-to-day operations of RM Fresh and shall direct the business of RM Fresh in its sole discretion and in the best interests of RM Fresh, including but not limited to with respect to selection of products for distribution, employment or engagement of personnel, engagement of professional assistance, including without limitation legal and accounting professionals. In exchange, the RM Fresh executives shall be entitled to receive an annual base salary of one hundred thousand dollars ($100,000) and an annual bonus equal to 2.5% of the annual gross sales of RM Fresh.

Industry Overview

The demand for bottled war is continually rising; there are over 100 different brands of water within Canada, with only a few without plastic packaging (one of which has no retail presence apart from online). Every year bottled water chips away at what Canadians are consuming. From 1999 to 2009 per capita consumption increased 107.3%. Taking into account this study is almost seven years old it is safe to say this number has and will increase significantly.

Figure 2: Share of Canadian Non-Alcoholic Beverage Market by Volume, 2009

Currently Coca Cola’s Dasani, Pepsis Aquafina and Nestlé’s Pure Life hold 10.2%, 9.6% and 9.3% respectively. These three major players hold the same time through our value-added service, help our clients raiselargest market share. Bottled water has taken itself from being 14.4% of the profileU.S beverage market in 2009 to 17.8% in 2014. By the end of their properties2016 bottled water is going to obtain a sustainable return on their investments.

surpass all other beverages consumed in the U.S according to the International Bottled Water Association. The future is bright for the still water industry and Boxed Water is prepared to grow alongside it.

Our CompanyStrategy

Every product has a life cycle. We believe that plastic packaging for water bottles is led by Mr. Rehan Saeed,near its end. In the Chief Executive Officer. Hesame way glass became an inefficient packaging method, plastic is now on its last legs. The world has over ten (10) yearsbegun to notice the toll materials like plastic are taking on the planet and have begun to take action. Various forward thinking towns, municipalities and private campuses have banned the sale of experience inplastic water bottles. San Francisco, California, Bundanoon, New South Wales (Australia), Toronto’s Parks and Park Facilities and many Universities and Colleges across North America to name a few. It is simply a matter of time before an evolutionary like adaption takes place within the real estatepackaging aspect for the multi-billion dollar bottled water industry specifically mortgage financing. Mr. Saeed has performed extensive research in determiningand Legacy Ventures is positioning itself to be the market viability and operational challengesfront-runner for the distribution of this business. Ourinnovative product. Boxed Water is a prime example of the genre of disruptive products we will be looking to acquire going forward.

In addition to being an eco-friendly, multi product company, we also operate with low overhead. The current business model acquires businesses that have proven value, products and are already cash flow positive even after debt servicing is taken into account (verify with prospectus numbers, reword, omit if necessary). Cash flow is the life-blood of any business and this is another of the founding principles we strive to maintain.

Turnkey Partnership Approach:

As new acquisitions, products and partnerships arise they will be easily assimilated into the turnkey systems already set in place. With less initial expansiongrowing pains and shortened learning curve the expectations on revenue generation can be expedited. Streamlining the process provides our future professional partners and investors with confidence in our abilities based on our turnkey systems track record. Having a strong logistics strategy enables domestic and overseas distribution partnerships. Legacy Ventures has an experienced team that will apply tried and tested marketing, sales, transportation, sustainment and inventory control techniques to increase sales growth plansfrom product inception to maturation.

Products and Services

The world’s current and future environmental issues are drawing more and more government, social and investor attention. International, federal and municipal regulations are creating new opportunities for the future include establishing regional offices in different cities and regions in Canada similarbusinesses that cater to a “green” oriented business model. Therefore, any disruptive product related to the Greater Toronto areaenvironment can be leveraged for optimal revenues for our shareholders and eventually throughout North America. We plan to offer individualized management serviceharmoniously help prolong a healthy planet for our children 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 cost of our operation and thus enhance the profitability of our business.

With the net proceeds of this offering, we intend to expand the geographic footprint of our services. We also expect to utilize additional capital 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.

Our Corporate History and Structure

Legacy Ventures was incorporated in Nevada on March 4, 2014. We plan to market ourselves as a professional real estate management firm throughout Canada. Currently, we plan to operate our business through managing different types of real estate primarily in the Greater Toronto area. We expect that virtually all of our revenue, once generated, will derive from the management and service fee of various properties we enter into contract with.children’s children.

Through our researchthe acquisition of RM Fresh in September 2015, we acquired the rights to distribute Boxed Water within Canada. Boxed Water is currently owned by Boxed Water is Better, LLC. We acquired the distribution rights only. We also acquired a portfolio of other desirable brands including: Cleansify, Uncle Si’s Iced Tea, Chef 5-Minute Meals, Gurkha Cigars, Shimla Foods, Aloe Gloe and analysis, Legacy Venture plans to focus onArriba Horchata. These products are currently sold domestically as well internationally and are poised for penetration into untapped markets. Having multiple product lines allows for a varied set of revenue streams as diverse as the following types of properties as part of our management portfolio.products themselves.

We currently do not have any subsidiary.

Our Services

The management team of Legacy Ventures has extensive experience in real estate business. The strength of the management team is individualized services with comprehensive knowledge 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 of the rental income that property owners receive, currently at a rate of 10%. We plan to include the following services for our clients:

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:

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.Supplier

Our IndustryCurrently the Boxed Water is being supplied from facilities located in Grand Rapids Michigan and Utah. Packaging originates in Quebec Canada. There is a potential for a Boxed Water facility within Canada that would greatly benefit Legacy Ventures, cost control, increase economies of scale, improve logistics and benefit the overall bottom line of the company.

Over the past few years, the industry has fared well dueDistribution

We mostly use independent third party to rising construction projectsdistribute our products, including Sysco, Canada’s largest food products distributor to restaurants, healthcare and in residentialeducation facilities. Successful product placement tests have been made within Shoppers Drug Mart Canada’s largest pharmacy chain. Whole foods, Macs, Rabba Fine Foods, Holt Renfrew, Cabana Pool Bar, and nonresidential markets as overall macroeconomic conditions improve. Like many other global cities, one ofretailers carry the drivers of Toronto real estate market is international demandproduct currently. We believe that Boxed Water and availability of foreign capital. In recent years, similar to the real estate marketsother products will be widely displayed and sold 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.major retail outlets within Canada.

Potential MarketsWe also distribute our products directly to certain grocery stores, drug stores and Customersconvenience stores.

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

In a saturated $92+ billion dollar water bottle market Boxed Water has differentiated itself with ingenious packaging, branding and marketing. There are currently no large retailers scaling out cardboard packing instead of plastic. There is one very small start-up company (Ice Box Water) with no retail presence apart from offering online orders. A few paper/hemp prototypes and one crowd-funding venture looking to displace the plastic packaging dominated market. These startups/concepts are light years away from rolling out a competitive brand. The property management businesscompetitor with most traction in the local Canadian market is very competitive and has lowa new start-up brand called Flow Water. They are expanding into some of the major retailers in Canada, which helps increase the awareness around the departure from plastic bottles. The barriers of entry into the plastic water bottle industry keep small companies from rolling out their product lines. The only foreseeable threat to entry. We planmarket share are the big brand retailers with the ability to first compete locally, and then eventually compete nationally. Based on our research of advertisements done by our competitors, we believe many of them engageconvert from plastic to paper facilities with relative ease, although the benefit for those retailers in real estate sales and offer property management services as an add-onaligning with Boxed Water provides those retailers with a greater impact 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 anycustomer considering Boxed Water is now one company holds a dominant share of the local or nationwideworlds most followed consumer water brand on social media sites such as Instagram.

Competitive Advantages

There are many competitive advantages to Boxed Water over the more dated form of plastic packaging.

Statistics on the environmental impact of plastic water bottles:

Eco-Friendly Packaging:

One of the most recognizable selling points is the eco-friendly packaging. If the renewable/low carbon footprint environmental policies continue (plastic bottle bans, BPA free, etc.), Boxed Water will be one of the only viable solutions to plastic packaging. The “green” movement is gaining momentum, as global warming, pollution and reducing our dependency on fossil fuels are becoming an international initiative. This places Boxed Water at a strategic advantage being the first solution of its kind to combat the excessive waste created from plastic water bottles. Reducing the energy required to provide convenient water on the go to the shelves and limiting the carbon footprint left behind are big selling points to many prospective buyers. Positive press and statistics related to a disruptive product of this nature will sway conscientious consumers to select the environmentally friendly alternative out of the myriad of plastic options.

First Mover Advantage:

By being the original company to successfully provide the first option to consumers that reduces the industries carbon footprint with innovative ecological packaging, it allows Boxed Water to secure a foothold in a sustainable mature multi billion-dollar market. This first mover advantage gives Legacy Ventures the potential to generate substantial revenues even if it only grabs a small market on which weshare.

Brand Identity:

By being the first of its kind and differentiating itself, Boxed Water has created a brand identity within the mind of its current and future customers. The iconic black and white block writing and slogan “Boxed Water Is Better” are focused. Aseasily recognizable to consumers. Clean and bold aesthetics combined with innovative packaging have gone a relatively new company with very limited reputationlong way to create a memorable image in the industry at this point, our strategyminds of consumers.

Healthy Option:

Today’s society is faced with an epidemic of obesity related diseases. Healthy options like water as opposed to utilize our knowledgesugary drinks are in great demand, hence the $92+ billion dollar water bottle market. BPA/BPS free packaging is an advantage of Boxed Water as research on the harmful effects is forcing consumers to look for other options. Boxed Water has placed itself between two of the local real estate marketmost powerful social movements going on today; saving the environment and customizehealthy living. Socially responsible companies with healthy products are in an investment strategy that would best meetadvantageous position to cater to the needsnew age of each and every single one of our client.consumers who care about these issues.

Operational PlanHigh-end trending product:

Although we are currently not managing any property, we plan to increase our market budget usingApart from the proceeds to heavily target inexperienced international real estate investors, who normally reside overseasnovelty aspect of being packaged in a cardboard carton, Boxed Water has an association with success 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 dependsluxury. With a higher price point than many water bottles on the market scenariothere is an automatic higher end value placed upon the product. Luxury and overall performancetrending locations like Holt Renfrew and Cabana Pool Bar are by association adding value to the brand. Celebrity endorsements and association have a trickle down effect in regards to the popularity of our company.a product. With the rise of Internet and social media marketing the ability for a product to go viral seemingly overnight has become a reality.

Government Regulation

Our business activities currentlyWhen somebody sees or hears Boxed Water the branding themes that 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 activitiespersonified 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 Names

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 somemind of the capital we raised.consumer are eco-friendly, bold aesthetic visuals, a healthy solution and an association with luxury. Those crucial selling points cleverly embodied into Boxed Water’s branding is what is going to make Boxed Water a game changer.

Employees

We currently have 2 full-time employees.

DESCRIPTION OF PROPERTY

The Company'sCompany’s principal executive office and mailing address is 2602 Innisfil Road,2215-B Renaissance Drive, Las Vegas, Nevada 89119. Our operating office in Canada is 601-5770 Hurontario St, Mississauga, Ontario, L5M 4H9,ON L5R 3G5, Canada. Our telephone number is(647) 478-6385. As we are not generating sufficient revenue 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. Once our business grows and generates revenue, we will look for a more suitable office space in a separate corporate office.

LEGAL PROCEEDINGS

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULT OF OPERATIONS

The following planinformation set forth in this Management's Discussion and Analysis of operation providesFinancial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information which management believes is relevantor statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to an assessmentour plans, liquidity, ability to complete financing and understandingpurchase capital expenditures, growth of our results of operationsbusiness including entering into future agreements with companies, and financial condition. The discussion should be read along withplans to successfully develop and obtain approval to market our financial statements and notes thereto. This section includes a number ofproduct. We have based these forward-looking statements that reflectlargely on our current views with respect toexpectations and projections about future events and financial performance. Forward-looking statements are often identified by words liketrends that we believe expect, estimate, anticipate, intend, projectmay affect our financial condition, results of operations, business strategy and similar expressions, or words which, by their nature, referfinancial needs.

Although we believe that our expectations with respect to future events. You should not place undue certainty on these forward-looking statements. Thesethe forward-looking statements are subject to certainbased upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that could causeour objectives or plans will be achieved.

We assume no obligation to update these forward-looking statements to reflect actual results toor changes in factors or assumptions affecting forward-looking statements.

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of the our predictions.company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

Business You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this prospectus.

US Dollars are denoted herein by “USD”, "$" and "dollars".

Overview

We are currently a development stage company.were incorporated on March 4, 2014 under the laws of the State of Nevada. We have not formed any material relationship or entered into any agreement withoffered management and consulting services to residential and commercial real estate investors, developers or owners. Since inception, our operations have primarily been limited to forming the Company and raising capital resources. We have taken on a couple of projects without compensation in order to prove our concept.

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 contributingproperty owners prior to the greater causeacquisition of making a difference in the lives of the children brought overwhelming satisfaction to us and our company.

This event was also a great segway in introducing our firm's expertise to the sports complex (Canlan) and other sponsors allowing us to network and establish leads with our potential clients. We provided support in marketing, graphic design, promotional planning and providing a path forward, as well as supporting general business efforts.RM Fresh.

We havenow operate through our wholly-owned subsidiary RM Fresh, who services food and beverage retailers and distributors who are looking for innovative, trend-setting products across North America and in international markets. With a focus on sustainable, category changing consumables, RM Fresh acquired the rights 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 Arriba Horchata. We are headquartered in Mississauga, Ontario, Canada and offers logistic and warehouse services out of our principal warehouse facility in Mississauga, servicing the greater Toronto area. Through a network of sub-distribution partners across Canada, RM Fresh provides national product distribution and brokerage services. The Company has an emerging focus on the United States and Middle East through the establishment of sub-distribution partners.

On September 30, 2015, we entered into a share exchange agreement with Rehan Saeed, RM Fresh Brands Inc. (“RM Fresh”), and the RM Fresh shareholders, Ron Patel and Mirwan Ferris. Pursuant to the terms of the agreement, the Company issued an aggregate of 2,000,000 shares of its common stock to the RM Fresh shareholders in exchange for all the issued and outstanding shares of RM Fresh. The principals of RM Fresh, Ron Patel and Mirwan Ferris, remain as officers and directors of RM Fresh.

In connection with the share exchange agreement, the Company entered into a share cancellation agreement with Rehan Saeed whereby Mr. Saeed, owning an aggregate of 37,800,000 shares of the Company’s common stock, agreed to cancel 25,800,000 shares, and to transfer an aggregate of 10,000,000 shares of common stock to the RM Fresh executives and their affiliates.

In addition, RM Fresh entered into executive management agreements with (1) Shadon Global Inc., for the services of Ron Patel and (2) Ferris Brand Management Inc., for the services of Mirwan Ferris. Pursuant to the agreements, the RM Fresh executives will be responsible for the day-to-day operations of RM Fresh and shall direct the business of RM Fresh in its sole discretion and in the best interests of RM Fresh, including but 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 with respect to selection of products for distribution, employment or engagement of personnel, engagement of professional assistance, including without limitation legal and accounting professionals. In exchange, the investments we raised during our initial roundRM Fresh executives shall be entitled to receive an annual base salary of financing as well asone hundred thousand dollars ($100,000) and an initial contribution from our president, less our expensesannual bonus equal to date.2.5% of the annual gross sales of RM Fresh.

In July 2014, we completed a Regulation D Rule 506S 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.$16,000.

PlanResults of Operations

In the three month period starting upon the effective date of this registration statement, 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 presence for the company, we intend to actively market our services and begin to form material relationships and enter into agreements with real estate investors, developers and owners over the remaining twelve month period starting upon the effective date of this registration statement. We will need additional capital raised from such agreements in order to develop a scalable product that can be sold on a larger-scale basis at a strong return for the company.

If we are unable to build our customer base or gain any clients, we will be forced to 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 cease operations and investors would lose their entire investment. At the present time, we have not made any arrangements to raise additional cash. However, we intend to raise additional capital through private placements once we gain a quotation on the OTC Bulletin Board, 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.

Critical Accounting Policies and Estimates

Use of Estimates

For the Three Months Ended September 30, 2015

As of September 30, 2015, the Company conducted limited operations since inception. No revenue has been generated by the Company from March 4, 2014 (Inception) to September 30, 2015. The preparation of theCompany's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in conformity with US GAAP requires managementthe normal course of business. The financial statements do not include any adjustment relating to make estimatesrecoverability and assumptions that affect the reportedclassification of recorded amounts of assets and liabilities and disclosure of contingent assets and liabilities atthat might be necessary should the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertainingCompany be unable to accruals andcontinue as a going concern assumption assessment. Actual results could materially differ from those estimates.

Development Stage Company

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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.concern.

The Company is considered to be in the development stage as defined in Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has devoted substantially alla minimum cash balance available for payment of its efforts to business planning and development by means of raising capital for operations. The Companyongoing operating expenses, has not yet realized any revenue. Among the disclosures required by ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements ofexperienced 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. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

Revenues

We had no revenue for the three months ended September 30, 2015 and 2014, respectively.

Expenses

Our total expenses were $1,453,966 and $65,879 for the three months ended September 30, 2015 and 2014, respectively. The increase is primarily due to an increase of $1,394,135 for impairment of goodwill as a result of the acquisition of RM Fresh (as fully describe in Note 5 to the consolidated financial statements) and increase of $2,020 in bank fees offset by a decrease of $8,068 in professional fees and general expenses.

Translation Adjustment

Translation adjustment as a result of the currency exchange rate between U.S. Dollar and Canadian Dollar was $6,704 for the three months ended September 30, 2015, compared to $7 for the three months ended September 30, 2014.

Comprehensive Loss

We reported a comprehensive loss stockholders' equityof $1,460,670 and cash flows disclose activity since$65,886 for the datethree months ended September 30, 2015 and 2014, respectively. The increase is primarily due to a significant increase in expense due to impairment of goodwill as a result of the Company's inception.acquisition of RM Fresh Brand Inc. as explained above.

Fair value measurements and Fair value of Financial Instruments

Financial instruments that are measured subsequent to initial recognition at fair value are grouped into hierarchy based onFor the degree to which the fair value inputs are observable.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Fair value measurements are estimated based on inputs categorized as follows:

A) Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

B) Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

C) Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 - assets and liabilities whose significant value drivers are unobservable and corroborated by little or no market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities, and due to a related party approximate their fair value because of the short maturity of those instruments.

The Company had no assets and/or liabilities measured at fair value on a recurring basis for the periodFiscal Year ended June 30, 2014, using the market and income approaches.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that recently issued accounting pronouncements adopted do not have a material impact on its financial position or results of operations.

Results of Operations2015

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, 2014.2015. 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. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

For the periodyear ended June 30, 2014,2015, the Company had a net loss of $3,631,$104,142, comprising of auditprofessional fees of $2,735, incorporation expenses of $679,$103,781, bank charges of $35$177 and general expenses of $182.$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 Resources

As of September 30, 2015, we had cash balance of $58,365. As of June 30, 2014, the Company2015, we had cash $3,504 and working capital balance of $1,862. The Company can provide no assurance that it can continue$3,380. Increase in cash is mainly due to satisfy its cash requirements for at least the next twelve months.proceeds from issuance of convertible notes of $180,000.

The Company has nominalfollowing is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the three months ended September 30, 2015 and 2014 respectively:

		For the three months ended September 30, 2015 $				For the three months ended September 30, 2014 $
Net Cash Used in Operating Activities			(55,283	)			(12,837	)
Net Cash Provided by Investing Activities			3,671				—
Net Cash Provided by Financing Activities			113,301				9,183
Net Increase (Decrease) in Cash and Cash Equivalents			61,689				(3,654	)

Net Cash Used in Operating Activities

For the three months ended September 30, 2015, net cash used in operating activities was $55,283, primarily attributable to our net loss of $1,453,966 adjusted by impairment of goodwill of $1,394,135, increase of $1,343 in prepaid expenses, and increase of $3,205 in accrued expenses and other liabilities.

For the three months ended September 30, 2014, net cash used in operating activities was $12,837, primarily attributable to our net loss of $65,879 adjusted by issuance of shares for services valued at of $53,360 and decrease of $318 in accrued expenses and other liabilities.

Net Cash Provided by Investing Activities

For the three months ended September 30, 2015, net cash provided by investing activities was $3,671, compared to $nil for the three months ended September 30, 2014. The increase is due to cash acquired as a result of the acquisition of RM Fresh.

Net Cash Provided by Financing Activities

For the three months ended September 30, 2015, net cash provided by financing activities was $113,301, compared to $9,183 for the three months ended September 30, 2014. The increase is mainly attributable to the proceeds from the issuance of convertible notes to certain investors in September 2015.

We have limited assets and hashave generated no revenues since inception. The Company isWe are also dependent upon the receipt of capital investment or other financing to fund itsour ongoing operations and to execute itsour business plan of seeking a combination with a private operating company. In addition, the Company iswe are 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 may not be able to implement its plan of operations.

Going Concern

 

The Company'sOur unaudited condensed interim consolidated 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 experiencedWe have incurred recurring losses from operations and it does not haveas at September 30, 2015 has accumulated deficit of $1,561,739 which has primarily arisen from a sourcenon-cash goodwill impairment charge in the current period. We anticipate that the Company will attain profitable status and improve our liquidity through the acquisition of revenue. ItsRM Fresh as explained in Note 5 to our financial statements and continued business development and additional debt or equity investment in the Company. Our continued existence is dependent upon itsour ability to continue to execute itsour 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 us, in which case we may be unable to meet our obligations. Should we be unable to realize our assets and discharge our liabilities in the Company.normal course of business, the net realizable value of our 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 we be unable to continue in existence.

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Critical Accounting Policies and Estimates

Basis of Presentation and Consolidation

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

The Company’s unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed interim consolidated financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending June 30, 2016 or for any other interim period. The unaudited condensed interim consolidated financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended June 30, 2015.

The Company’s fiscal year-end is June 30. The parent Company’s functional currency is the US dollar. The subsidiary operates in Canadian dollars. The Company’s reporting currency is the U.S. dollar.

The condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RM Fresh, Inc. All inter-company transactions and balances have been eliminated in preparing the consolidated financial statements.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include inventory valuation reserves, allowance for doubtful account, intangible assets, goodwill, impairment, income taxes, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.

Revenue Recognition

 

The Company has incurredrecognizes 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.

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 asset is being amortized over its estimated useful life of 5 years using the straight-line method.

Foreign Currency Translation

The functional currency of the Company is the US 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 operatingincome (loss) for the year. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss).

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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 timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used cashfor income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in operations. Asthe years in which those temporary differences are expected to be recoverable or settled. The effect of June 30,a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

Recently Issued Accounting Pronouncements

In April 2014, the Company hadFASB issued Accounting Standards Update (“ASU”) 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an accumulated deficit of $3,678, and used cash in operations of $861. Losses have principally occurredEntity'', which revises what qualifies as a resultdiscontinued operation, changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. This ASU will be effective for the Company for applicable transactions occurring after October 1, 2015. The Company will prospectively apply the guidance to applicable transactions and does not expect adoption to have a material impact on the financial statements.

On May 28, 2014, the FASB issued a new financial accounting standard on revenue from contracts with customers, ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. In July 2015, the FASB voted to approve a one-year deferral of the substantial resources required for start-up operations. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunityeffective date of ASU 2014-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. This ASU will have no impact on the Company until it begins to generate revenue.

In June 2014, the 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 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. The amendments in this update are applied retrospectively.

On August 27, 2014, the FASB issued a new financial accounting standard on going concern, ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments apply to all companies and are effective in annual periods ending after December 15, 2016, with early application permitted. The Company is currently evaluating the impact of this accounting standard on its financial statements.

 

Off-Balance Sheet ArrangementsOn April 7, 2015, the FASB issued 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 from the carrying amount of that 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 apply to all companies and are effective for public business entities in annual periods 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 on its financial statements.

 

We have no off-balance sheet arrangements.

Contractual ObligationsOff Balance Sheet Arrangements

 

We do not have any contractual obligations at this time.off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

The following table sets forth the names and ages of officers and directors as of September 30, 2014.January 19, 2016. 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.

 

Name		Age		Position
Rehan Saeed		35		Chief Financial Officer and Director
Evan Clifford		34		President and Chief Executive Officer Chief Financial Officer and
Matthew Merson		48		Director
Lucie Letellier		55		Director

 

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

 

Rehan Saeed,Evan Clifford, President and Chief Executive Officer

Mr. Clifford has extensive experience in entrepreneurial start-ups both in the private and public sector. Over the last 15 years, Mr. Clifford has built and maintained extensive relationships throughout many different industries, having earned a platinum record managing some of Canada’s top music artists, while playing a leading role in building one of the world’s foremost electric car companies. He has been a speaker at the world renowned Idea City Conference and throughout the last decade coached selected companies and individuals to achieve personal and professional success.

Mr. Clifford has been served as Marketing Coordinator and is an investor of EEstor Corporation (formerly known as ZENN Motor Company, since 2000. He founded Just Sushi, a sushi Restaurant in Toronto, ON in 2013. Mr. Clifford served as Director of Golden Cross Resources Inc. from 2012 to 2013 and a partner of Forty Four Entertainment from 2012 to 2015. Both are concert production and nightclub management companies. He was also the owner of 44th Parallel, a clothing apparel company, from 2000 to 2003.

Rehan Saeed, Chief Financial Officer and Director

 

From 2007 to September of 2014, Mr. Saeed has been the Vice President of Product Development of AYA Financial, Inc, where 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 instrumental in the rapid growth 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.

 

Mr. Saeed’s formal education in finance and subsequent work experience 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 at the 4-day Banking & Finance Conference held in Toronto in 2007.

Mr. Saeed obtained a Master in Business Administration in Banking and Finance from the International University of Malaysia and a Bachelor of Science in Information Technology from York University in Toronto, Canada.

Matthew Merson, Director

Mr. Merson is a senior sales and marketing executive having spent the last twenty-five years in the branded food and beverage space at; Dannon Yogurt, Sara Lee, Glaceau Vitaminwater, Coca-Cola, Aramark, and ZICO Beverages, LLC. He currently is the Vice President of Sales at Boxed Water is Better, LLC.

For the last decade, Matthew Merson has specialized in the start up space for emerging brands that are disrupting the norm or creating entirely new categories. He thrives on framing out teams that can create strategic plans and objectives that systematically bring brands to life across all channels of sales. He has expertise in all functional areas including operations, finance, marketing, human resources and international sales.

Matthew Merson has a BA in Communications from the State University of New York at Albany and an MBA in Marketing Management from the Lubin Graduate Business School at Pace University in New York.

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A member of SHFM since 1994, Matthew Merson served on the Board of Directors at the Society for Hospitality and Foodservice Management was Chairperson for the Society’s Foundation. Matthew Merson also sits on the advisory boards of several other food and beverage start up organizations, all in the health and wellness space.

Lucie Letellier, Director

Ms. Letellier is a financial professional specializing in finance and accounting with over 25 years’ experience in public accounting. Her skills include financial reporting, tax compliance, corporate governance and securities laws financial reporting compliance. Ms. Letellier currently serves as chief financial officer of Crestwell Resources (CSE: CER) and CTT Pharmaceuticals (OTCBB: CTTH). She served as Controller of Acculift Flooring Corp. from 2010 to 2010. From 2005 to 2009, Ms. Letellier was the chief financial officer of Paramount Gold and Silver Corp. (NYSE/TSX: PZG) having contributed to the development of the company from a private enterprise through private capital raising and 3 public listings overseeing $30 million in equity financing. Paramount Gold was later acquired by Coeur Mining (NYSE: CDE) for $200 million. During this time she also served as the treasurer for Wind Works Power Corp., f/k/a Ammex Gold Corp.

 

Term of Office

 

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

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EXECUTIVE COMPENSATION

 

Our sole director andThe following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer has not received any compensation for services rendered to us, and are not accruing any compensation pursuant to any agreement with us.

We do not expect to pay any compensation to Mr. Saeed until sufficient and sustainable revenues and profits are realized.

No retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar programs have been adoptedofficers paid by us for the benefityears ended June 30, 2015 and 2014:

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			2015				0				0				0				0			0			0			0			0
CFO (1)			2014				0				0				0				0			0			0			0			0

(1)	Resigned as President and CEO on September 30, 2015.

Option Grants

There are no stock option plans or common shares set aside for any stock option plan.

Long-Term Incentive Plan (“LTIP”) Awards Table

There were no awards made to a named executive officers in the last completed fiscal year under any LTIP

Compensation of Directors

Directors are permitted 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 authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity, for the year ended June 30, 2015.

Employment Agreements

Currently, we do not have an employment agreement in place with our employees. We had no outstanding equity awards asofficers and directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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, 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, and (iii) all executive officers and directors as a group.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 hereof 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 January 19, 2016.

 

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of September 30, 2014the 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.

 

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	%

Name		Number of Shares Beneficially Owned				Percent of Class (1)
Directors and Officers:
REHAN SAEED 2602 INNISFILL RD. MISSISSAUGA ON L5M 4H9 CANADA			2,000,000				6.93	%
EVAN CLIFFORD 319-58 MARINE PARADE DRIVE TORONTO ON M8V 4G1 CANADA			2,000,000				6.93	%
Matthew Merson			250,000				*
Lucie Letellier			250,000				*
All Executive Officers and Directors as a group (4 persons)			4,500,000				15.59	%
Other 5% shareholders:
ZEESHAN SAEED 3688 STRATTON WOODS CRT MISSISSAUGA ON L5L 4V2 CANADA			1,710,000				5.93	%
2155798 ONTARIO LTD 1500 WATERSEDGE RD MISSISSAUGA ON CANADA			1,900,000				6.58	%
VICTOR ALTOMARE 16 ISA COURT WOODBRIDGE ON L4H 1J4 CANADA			2,000,000				6.93	%
FATIMA KHAN 8717 N MATTOX RD. APT C198 KANSAS CITY MO 64154			2,345,000				8.13	%
SAEED UZ ZAFAR KHAN 2602 INNISFIL ROAD MISSISSAUGA ON L5M 4H9 CANADA			2,000,000				6.93	%

 

*	Less than 1%.
(1)	Based on 7,400,00028,857,000 shares of common stock outstanding as of September 30, 2014.January 19, 2016.

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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

 

Mr.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 average of our total assets at year end for the last two completed fiscal years and in which any director or executive officer or any security holder who is 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, had a 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, which he does not intend to be reimbursed.

 

Mr.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 Company has been provided office space by Rehan Saeed, an officer and Director of the Company, at $500 Canadian dollars, per month.

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 Promoters

We did not expressly engage a promoter at the time of its formation.

Independence of 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 none of our directors are independent. This does not constitute an independent board of directors.

 

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SELLING SECURITY HOLDERS

 

The common shares being offered for resale byfollowing table sets forth the names of the selling security holders, consist of 1,600,000 shares of our common stock held by 32 shareholders. Such shareholders include the holders of 1,600,000 shares sold in our private offering pursuant to Regulation D Rule 506 sold through July 2014 at an offering price of $0.01 per share.

The following table sets forth information with respect to the maximum number of shares of common stock beneficially owned by the selling shareholders named below and as adjusted to give effect to the sale of the shares offered hereby. The table lists the number of shares of common stock beneficially owned by each selling shareholder as of the date of this prospectus, the shares of common stock covered by this prospectus that may be disposed of by each of the selling shareholders,stockholders as of January 19, 2016 and the number of shares that will be beneficially ownedof common stock being offered by the selling shareholders assuming all of the shares covered by this prospectus are sold.

stockholders. The shares beneficially owned have been determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this prospectus. The selling shareholders may from time to time offer and sell pursuant to this prospectus any or all of the common stock being registered. The selling shareholders are under no obligation to sell all or any portion of such shares nor are the selling shareholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling shareholders. The percentage beneficially owned by the selling securities holders is calculated based on 28,857,000 shares outstanding as of January 19, 2016.

 

Name		Shares  Beneficially  Owned  Prior  to Offering		Percent Beneficially Owned Prior to Offering (1)				Shares to  be Offered				Amount  Beneficially  Owned  After  Offering				Percent  Beneficially  Owned  After  Offering(1)
Fatima Khan			50,000	0.68	%				50,000				0				0	%
Laila Fareed			50,000	0.68	%				50,000				0				0	%
Khalid Shoib			50,000	0.68	%				50,000				0				0	%
Bushra Fareed			50,000	0.68	%				50,000				0				0	%
Husna Fareed			50,000	0.68	%				50,000				0				0	%
Zahabia Khambaty			50,000	0.68	%				50,000				0				0	%
Shehnaz Khambaty			50,000	0.68	%				50,000				0				0	%
Sarah Hussein			50,000	0.68	%				50,000				0				0	%
Alam Khan			50,000	0.68	%				50,000				0				0	%
Sabrina Siddique			50,000	0.68	%				50,000				0				0	%
Bushra Alam			50,000	0.68	%				50,000				0				0	%
Shabi Ahmed			50,000	0.68	%				50,000				0				0	%
Usman Hasan			50,000	0.68	%				50,000				0				0	%
Mohammad Halabi			50,000	0.68	%				50,000				0				0	%
Faraz Shoukat			50,000	0.68	%				50,000				0				0	%
Talal Chehab			50,000	0.68	%				50,000				0				0	%
Johua Meshack			50,000	0.68	%				50,000				0				0	%
Haider Bahadur			50,000	0.68	%				50,000				0				0	%
Farhana Zuberi			50,000	0.68	%				50,000				0				0	%
Khalid Zobeiri			50,000	0.68	%				50,000				0				0	%
Saad Saleem			50,000	0.68	%				50,000				0				0	%
Rida Hamid			50,000	0.68	%				50,000				0				0	%
Shagufta Asif			50,000	0.68	%				50,000				0				0	%
M Asifuddin Khan			50,000	0.68	%				50,000				0				0	%
Nazif Naseri			50,000	0.68	%				50,000				0				0	%
Ifa Mandaka			50,000	0.68	%				50,000				0				0	%
Omar Uddin			50,000	0.68	%				50,000				0				0	%
Faiza Ilyas			50,000	0.68	%				50,000				0				0	%
Mohsin Askari			50,000	0.68	%				50,000				0				0	%
Farheen Mohsin			50,000	0.68	%				50,000				0				0	%
Zahoor Ahmad			50,000	0.68	%				50,000				0				0	%
Fareeha Ahmad			50,000	0.68	%				50,000				0				0	%
TOTAL			1,600,000						1,600,000				0				0	%

Name		Shares Beneficially Owned Prior to Offering				Percent Beneficially Owned Prior to Offering				Shares to  be Offered				Amount Beneficially Owned After Offering				Percent Beneficially Owned After Offering
Fatima Khan (1)(2)			2,345,000				8.13	%			350,000				1,995,000				6.91	%
Bushra Fareed (1)			350,000				*				350,000				0				0	%
Husna Fareed (1)			350,000				*				350,000				0				0	%
Evan Clifford			2,000,000				6.93	%			200,000				1,800,000				6.24	%
2155798 Ontario Ltd. (3)			2,000,000				6.93	%			2,000,000				0				0	%
Saeed Uz Zafar Khan			2,000,000				6.93	%			2,000,000				0				0	%
Victor Altomare			2,000,000				6.93	%			2,000,000				0				0	%
Christopher Crupi			1,000,000				3.47	%			1,000,000				0				0	%
Tracey Logan			1,000,000				3.47	%			1,000,000				0				0	%
TOTAL			13,045,000				45.21	%			9,250,000				3,795,000				13.15	%

 

*	Less than 1%.

(1)	Based on 1,600,000The shares outstanding aswere sold in our private offering pursuant to Regulation S offering sold through July 2014.
(2)	Ms. Khan is the sister of September 30, 2014.Rehan Saeed, CFO and director of our company.
(3)	Jasbir Gill has voting and dispositive power over the shares held by the selling shareholder.

  

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.

None of the selling shareholders or their beneficial owners:

	-25	has had a material relationship with us other than as a shareholder at any time within the past three years; or
	-	has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
	-	are broker-dealers or affiliated with broker-dealers.

 

PLAN OF DISTRIBUTION

 

TheEach selling shareholdersstockholder of the shares and any of their pledgees, assignees and successors-in-interest may, from time to time, sell someany or all of their shares at a fixed price of $0.01 per share forcovered hereby on the duration of the offering. AlthoughOTC or any other stock exchange, market or trading facility on which our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalftraded or in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However,private transactions. These sales by selling security holder must be made at the fixed price of $0.01 for the duration of the offering. 

Once a market has developed for our common stock, the shares may be soldat fixed or distributed from time to time by thenegotiated prices. A selling stockholders, directly to one or more purchasers or through brokers or dealers who act solely as agents. The distribution of the sharesstockholder may be effected inuse any one or more of the following methods:methods when selling shares:

 

	●·	ordinary brokersbrokerage transactions and transactions in which may include long or short sales,the broker-dealer solicits purchasers;
	●	transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
	●·	through direct salesblock trades in which the broker-dealer will attempt to purchasers or sales effected through agents,sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●
	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	·	an exchange distribution in accordance with the rules of the applicable exchange;
	·	privately negotiated transactions;
	·	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
	·	in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	·	through transactions inthe writing or settlement of options swaps or other derivatives (whetherhedging transactions, whether through an options exchange listedor otherwise;
	·	a combination of otherwise), or exchange listed or otherwise),any such methods of sale; or
	●
	·	any combination of the foregoing.other method permitted pursuant to applicable law.

 

In addition,The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, if available, rather than under this prospectus.

Broker-dealers engaged by the selling shareholdersstockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers whoor other financial institutions, which may in turn engage in short sales if short sales were permitted, of the shares in the course of hedging the positions they assume with the selling stockholders.assume. The selling shareholdersstockholders may also sell shares short and deliver these shares to close out their short positions, or loan or pledge the shares to broker-dealers that in turn may sell these shares. The selling stockholders may also enter into option or other transactions with broker-dealers thator other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by such broker-dealers of the shares,this prospectus, which shares such broker-dealer or other financial institution may be resold thereafterresell pursuant to this prospectus. None of the selling shareholders are broker-dealers or affiliates of broker dealers.

We will advise the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.reflect such transaction).

 

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling shareholders and any other shareholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling shareholders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $24,000.

26

 

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

DESCRIPTION OF SECURITIES TO BE REGISTERED

 

General

 

Our authorized share capital consists of 7,500,000100,000,000 shares of common stock, with no par value.value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.  As of the date hereof, 7,400,00028,857,000 shares of our common stock and no shares of preferred stock were outstanding.

 

Common Stock

 

The shareholders of our common stock currently have: (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Please refer to the Company’s Articles of Incorporation, by-laws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

 

We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of the Board.

 

If we liquidate or dissolve our business, the shareholders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

 

Preferred Stock

The Company has authority to issue 10,000,000 shares of preferred stock. The Company’s board of directors may issue the authorized preferred stock in one or more series and may fix the number of shares of each series of preferred stock. The board of directors also has the authority to set the voting powers, designations, preferences and relative, participating, optional or other special rights of each series of preferred stock, including the dividend rights, dividend rate, terms of redemption, redemption price or prices, conversion and voting rights and liquidation preferences. Preferred stock can be issued and its terms set by the board of directors without any further vote or action by the Company’s stockholders.

Dividends

 

We have not paid any cash dividends to our shareholders.  The declaration of any future cash dividends is at the discretion of our Board and depends  upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

  

Transfer Agent and Registrar

 

Currently we do not have a stock transfer agent. However, upon filing this registration statement, we do intend to engage aThe Company’s transfer agent to issue physical certificates to our shareholders.is VStock Transfer, LLC. Their address is 18 Lafayette Place, Woodmere, New York 11598 and their telephone number at that location is (212) 828-8436.

27

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

The validity of the common stock being offered pursuant to this registration statement will be passed upon for us by Szaferman, Lakind, Blumstein & Blader, P.C., Lawrenceville, NJ 08648.

 

The financial statements for the period from March 4, 2014 (inception) toyears ended June 30, 2015 and 2014 included in this prospectus and the registration statement have been audited by SRCO Professional Corporation, an independent registered public accounting firm, to the extent and for the periods set forth in their registration statement appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

 

We filed with the SEC a registration statement under the Securities Act for the common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the SEC at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

 

LEGACY VENTURES INTERNATIONAL INC.

28

 

LEGACY VENTURES INTERNATIONAL INC.

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm			F-2
Financial Statements for the QuarterThree Months Ended JuneSeptember 30, 20142015 (Unaudited)
Balance Sheets as of June 30, 2014			F-3
Statements of Operations for the quarter ended June 30, 2014			F-4
Statements of Stockholders’ Deficit for the quarter ended June 30, 2014			F-5
Statements of Cash Flows for the quarter ended June 30, 2014			F-6
Notes to Audited Financial Statements			F-7 - F-12

Financial Statements

LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

For the period from March 4, 2014 (Inception) to June 30, 2014

  

 

LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

For the period from March 4, 2014 (Inception) to June 30, 2014

Table of contents

Independent Auditor’s Report	F-2
Condensed Balance SheetSheets as of September 30, 2015 and June 30, 2015	F-31
StatementCondensed Statements of Operations and Comprehensive Loss for the three months ended September 30, 2015 and 2014	F-4F-2
Condensed Statements of Stockholders’ (Deficiency) Equity for the three months ended September 30, 2015 and 2014
Statement of Stockholders’ Equity	F-5
StatementCondensed Statements of Cash Flows for the three months ended September 30, 2015 and 2014	F-6F-3
Notes to Unaudited Financial Statements	F-F-4
7 - F-12Financial Statements for the Year Ended June 30, 2015
Report of Independent Registered Public Accounting Firm	F-14
Balance Sheet as of June 30, 2015	F-15
Statements of Operations and Comprehensive Loss as of June 30, 2015	F-16
Statements of Stockholders’ Equity as of June 30, 2015	F-17
Statements of Cash Flows as of June 30, 2015	F-18
Notes to Audited Financial Statements	F-30

 

 

29

LEGACY VENTURES INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As at September 30, 2015 and June 30, 2015

		As at September 30, 2015				As at June 30, 2015
		(unaudited)				(audited)
		$				$
CURRENT ASSETS
Cash			58,365				3,380
Accounts receivable, no allowance			91,055				—
Inventories			26,636				—
Prepaid expenses			1,875				1,343
Total current assets			177,931				4,723
Goodwill [Note 5]			309,000				—
Intangible assets [Note 5]			469,000				—
TOTAL ASSETS			955,931				4,723
CURRENT LIABILITIES
Accounts payable			21,010				—
Accrued expenses and other liabilities			15,055				11,850
Due to a shareholder [Note 4]			16,324				32,661
Note payable [Note 6]			26,000				—
Loan payable [Note 7]			18,000				—
TOTAL LIABILITIES			96,389				44,511
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no share issued and outstanding as at September 30, 2015 and June 30, 2015, respectively [Note 8]			—				—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 28,180,000 and 51,800,0000 common shares issued and outstanding as at September 30, 2015 and June 30, 2015, respectively [Note 8]			2,818				5,180
Additional paid-in-capital			2,425,265				62,903
Accumulated other comprehensive loss			(6,802	)			(98	)
Accumulated deficit			(1,561,739	)			(107,773	)
Total stockholders' equity			859,542				(39,788	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			955,931				4,723
Going concern [Note 2]
Subsequent events [Note 10]

See accompanying notes to the condensed interim consolidated financial statements

F-1

Table of Contents

LEGACY VENTURES INTERNATIONAL INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

		Three months ended September 30, 2015				Three months ended September 30, 2014
		(unaudited)				(unaudited)
		$				$
REVENUE			—				—
EXPENSES
Impairment of goodwill [Note 5]			1,394,135				—
Professional fees			57,718				65,602
Bank charges			2,113				93
General expenses			—				184
NET LOSS BEFORE INCOME TAXES			(1,453,966	)			(65,879	)
Income taxes			—				—
NET LOSS			(1,453,966	)			(65,879	)
Translation adjustment			(6,704	)			(7	)
COMPREHENSIVE LOSS			(1,460,670	)			(65,886	)
LOSS PER SHARE, BASIC AND DILUTED			(0.0281	)			(0.0017	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			51,800,000				37,815,556

See accompanying notes to the condensed interim consolidated financial statements

F-2

Table of Contents

LEGACY VENTURES INTERNATIONAL INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

		Three months ended September 30, 2015				Three months ended September 30, 2014
		(unaudited)				(unaudited)
		$				$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(1,453,966	)			(65,879	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of goodwill[Note 5]			1,394,135				—
Issuance of shares for services			—				53,360
Changes in operating assets and liabilities:
Prepaid expenses			1,343				—
Accrued expenses and other liabilities			3,205				(318	)
Net cash used in operating activities			(55,283	)			(12,837	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired on acquisition[Note 5]			3,671				—
Net cash provided by investing activities			3,671				—
CASH FLOWS FROM FINANCING ACTIVITIES
Due to a shareholder (after adjustment)			(66,699	)			—
Proceeds from issuance of common stock			—				9,183
Proceeds from issuance of convertible note			180,000				—
Net cash provided by financing activities			113,301				9,183
Effect of foreign currency translation			(6,704	)			(7	)
Net increase (decrease) in cash during the period			61,689				(3,654	)
Cash, beginning of period			3,380				5,366
Cash, end of period			58,365				1,705

See accompanying notes to the condensed interim consolidated financial statements

F-3

Table of Contents

LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

1. NATURE OF OPERATIONS

Legacy Ventures International Inc. (the “Company”) is a management Company incorporated on March 4, 2014 in the State of Nevada. Upon its recent acquisition of RM Fresh Brands Inc. (formerly Influx Global Media Inc.) [“RM Fresh”], it is engaged in the food and beverage distribution business whose principal place of business is located at 2602 Innisfil Road, Mississauga, Ontario L5M 4H9, Canada.

As explained in Note 5, 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.

RM Fresh was incorporated on July 29, 2008 under the laws of the Province of Ontario, Canada. RM Fresh is engaged in the business of trading and distribution of food, beverages and body care products.

2. GOING CONCERN

The Company’s unaudited condensed interim consolidated 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 Company has incurred recurring losses from operations and as at September 30, 2015 has accumulated deficit of $1,561,739 which has primarily arisen from a non-cash goodwill impairment charge in the current period. Management anticipates the Company will attain profitable status and improve its liquidity through the acquisition of RM Fresh as explained in Note 5 and continued business development and additional debt or equity investment in the Company. 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, 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.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

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

F-4

Table of Contents

LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Basis of Presentation and Consolidation(continued)

The Company’s unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed interim consolidated financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending June 30, 2016 or for any other interim period. The unaudited condensed interim consolidated financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended June 30, 2015.

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 condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RM Fresh, Inc. All inter-company transactions and balances have been eliminated in preparing the consolidated financial statements.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include inventory valuation reserves, allowance for doubtful account, intangible assets, goodwill, impairment, income taxes, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.

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 evaluated 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.

F-5

Table of Contents

LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

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.

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.

Segment Reporting

The Company operates in one operating 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.

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 identifiable intangible assets are being amortized over its estimated useful lives of 5 years using the straight-line method.

F-6

Table of Contents

LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

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 September 30, 2015 and June 30, 2015.

Foreign Currency Translation

The parent Company’s functional currency is US dollar and for subsidiary 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. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss).

Fair Value of Financial Instruments

Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) 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 -

Sohail Raza, CPA, CA, CPA (Colorado, USA)Valuation based on quoted market prices in active markets for identical assets or liabilities.

Chartered Accountant, Licensed Public AccountantLevel 2 -

Valuation based on quoted market prices for similar assets and liabilities in active markets.

Park Place Corporate CentreLevel 3 -

15 Wertheim Court, Suite 409 Richmond Hill, ON L4B 3H7

Tel: 416 671 7292 & 905 882 6226

Fax: 905 886 7489

Email: sohail.raza@srco.ca

www.srco.caValuation 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.

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LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Fair Value of Financial Instruments(continued)

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 and other liabilities, due to shareholders, note payable and loan 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.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there is an impairment of goodwill amounting to $1,394,135 as explained in Note 5.

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

Recently Issued Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity'', which revises what qualifies as a discontinued operation, changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. This ASU will be effective for the Company for applicable transactions occurring after October 1, 2015. The Company will prospectively apply the guidance to applicable transactions and does not expect adoption to have a material impact on the financial statements.

On May 28, 2014, the FASB issued a new financial accounting standard on revenue from contracts with customers, ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. In July 2015, the FASB voted to approve a one-year deferral of the effective date of ASU 2014-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. This ASU will have no impact on the Company until it begins to generate revenue.

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LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Recently Issued Accounting Pronouncements(continued)

In June 2014, the 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 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. The amendments in this update are applied retrospectively.

On August 27, 2014, the FASB issued a new financial accounting standard on going concern, ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments apply to all companies and are effective in annual periods ending after December 15, 2016, with early application permitted. The Company is currently evaluating the impact of this accounting standard on its financial statements.

On April 7, 2015, the FASB issued 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 from the carrying amount of that 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 apply to all companies and are effective for public business entities in annual periods 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 on its financial statements.

4. DUE TO A SHAREHOLDER

Amount due to a shareholder is unsecured, interest free and is repayable on demand.

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LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

5. GOODWILL AND INTANGIBLE ASSETS

Business Acquisition

ASC Topic 805, “Business Combinations” requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives not be amortized, such as trade names, but instead tested at least annually for impairment (which the Company tests each year end, absent any impairment indicators) and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives.

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 fair value of assets, liabilities and intangible assets and the purchase price allocation as of the valuation date, which is September 30, 2015 is as follows:

		Allocation of Purchase Price
		$
Cash			3,671
Accounts receivable			91,055
Inventories			26,636
Prepaid expenses			1,875
Total assets			123,237
Accounts payable			(34,458	)
Due to shareholders			(36,914	)
Note payable			(26,000	)
Loan payable			(18,000	)
Total liabilities			(115,372	)
Net assets			7,865
Intangible asset acquired
Trade-name			236,000
Customer base/distribution rights			233,000
Total intangible assets acquired			469,000
Goodwill			1,703,135
Total net assets acquired			2,180,000

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LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

5. GOODWILL AND INTANGIBLE ASSETS(continued)

Business Acquisition (continued)

The purchase consideration of 2,000,000 shares of the Company’s common stock valued as detailed below:

		$
Number of common Stock			2,000,000
Market price on the date of issuance			1.09
Fair value of common stock			2,180,000

Goodwill

Goodwill of $309,000 represents the excess of cost over fair value of net assets of RM Fresh acquired, less impairment. Key factors that make up the goodwill created by the transaction include knowledge and experience of the acquired customer base, vendor relationship, workforce and expected synergies from the combination of operations as it pertains to the business of RM Fresh.

The Company test for impairment of goodwill at the reporting unit level. In assessing whether goodwill is impaired, the Company utilize the two-step process as prescribed by ASC 350. The first step of this test compares the fair value of the reporting unit, determined based upon discounted estimated future cash flows, to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no further work is required and no impairment loss is recognized. If the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is potentially impaired and step two of the goodwill impairment test would need to be performed to measure the amount of an impairment loss, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss in the amount of the excess is recognized and charged to statement of operations.

Goodwill amounting to $1,394,135 was immediately impaired based on the implied fair value of goodwill determined based on the enterprise value of the acquiree of approximately $786,000. The discounted cash flow method was used to arrive at the value of the enterprise using following major assumptions:

	●	Weighted average cost of capital (discount rate) of 22.36%;
	●	Beta 1.23 (risk associated with benefit streams); and
	●	Long term growth rate of 2.75%.

Intangible assets

Identifiable intangible assets of $469,000 comprise of fair values of trade-name of $236,000 and customer base/distribution rights of $233,000. Relief from royalty approach was used to arrive at the fair value of trade-name using major assumptions a) 2% royalty rate; b) 10 year life; c) cost to maintain trade name at $2,000 increasing 2.75% annually; and d) discount rate of 21.66%. Multi-Period Excess Earnings Method was used to arrive at the fair value of customer base/distribution rights using major assumptions a) net sales base from years 2015 to 2025; b) retention rate of 85% and c) discount rate of 21.66%.

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LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

5. GOODWILL AND INTANGIBLE ASSETS(continued)

Intangible assets(continued)

No amortization expense on these intangible assets were recorded for the three months ended September 30, 2015 as these intangible assets were acquired on September 30, 2015. The following table presents the estimated future amortization expense of these identifiable intangible assets:

		$
2016		70,350
2017		93,800
2018		93,800
2019		93,800
2020		93,800
2021		23,450
		469,000

6. NOTE PAYABLE

Outstanding note payable of $26,000 represents an unsecured promissory note issued on April 1, 2015 bearing interest at 20% per annum repayable within a year from issuance date.

Further, 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 $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 shares of the Company’s common stock at a price of $1.00 per share (Note 8).

7. LOAN PAYABLE

Loan payable represents advance from a third party to meet the working capital requirements and is unsecured, interest free and is repayable on demand.

8. STOCKHOLDERS’ EQUITY

COMMON STOCK - AUTHORIZED

As at September 30, 2015, the Company authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.0001 and 100,000,000 shares of common stock, with a par value of $0.0001.

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LEGACY VENTURES INTERNATIONAL INC.

Notes to the Condensed Interim Consolidated Financial Statements

As at September 30, 2015 (unaudited)

8. STOCKHOLDERS’ EQUITY(continued)

COMMON STOCK - ISSUED AND OUTSTANDING

On September 9, 2015, the Board of Directors and Shareholders 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 share and approved a 1:7 forward split upon the increase of the par value. As a result, the issued and outstanding shares of 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.

On September 30, 2015 the Company issued 2,000,000 shares to the former shareholders of RM Fresh pursuant to Share Exchange Agreement as explained in Note 5. Further, the Principal shareholder of the Company agreed to cancel 25,800,000 shares of common stock in accordance with the Cancellation Agreement.

As explained in Note 6, on September 30, 2015 the holders of convertible notes payable exercised their option to convert the notes payable into shares at a price of $1 per share with the resultant issuance of 180,000 shares.

At September 30, 2015, there were 28,180,000 shares of common stock issued and outstanding (June 30, 2015 – 51,800,000 shares of common stock) of which 16,980,000 shares are restricted while 11,200,000 are 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.

9. RELATED PARTY TRANSACTIONS AND BALANCES

The Company’s transactions with related parties were, in the opinion of the directors, carried out on normal commercial terms and in the ordinary course of the Company’s business.

Other than disclosed elsewhere in the financial statements, there are no other related party transactions.

10. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events up to November 23, 2015, the date the unaudited condensed interim consolidated financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined the following subsequent events:

a)During October, 2015, the Company issued 300,000 shares of common stock in connection with consulting services. The fair value of the services were determined based on market price of the share on the date of issuance.

b)During October, 2015, the Company issued 250,000 shares of common stock to a director as compensation for joining the board of directors. The fair value of the services were determined based on market price of the share on the date of issuance.

c)During October, 2015, the Company issued 32,000 shares of common stock at $1.25 per share for $40,000 cash.

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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 sheetsheets of Legacy Ventures International Inc. (the[the “Company”)] as of June 30, 2015 and 2014, and the related statements of operations and comprehensive loss, stockholders’stockholder’s deficiency/ equity, and cash flows for the year ended June 30, 2014 and for the period from March 4, 2014 (Inception) to June 30, 2014.2014. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.audits.

 

We conducted our auditaudits 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. 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 audit provideaudits provides 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, 2015 and 2014, and the results of its operations and its cash flows for the year ended June 30, 2014 and for the periodfrom March 4, 2014 (Inception) to June 30, 2014 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the CompanyLegacy Ventures International Inc. will continue as a going concern. As discussed in Note 23 to the financial statements, the Company’sLegacy Ventures International Inc. has incurred losses from operations, raiseand it does not have a source of revenue which raises 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 7, 201413 , 2015

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

 

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LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)BALANCE SHEETS

(Expressed in United States Dollars)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

BALANCE SHEETGoing concern(Note 3)

Subsequent events(Note 8)

 

As atJune 30, 2014

		$
CURRENT ASSETS
Cash			5,366
Total current assets			5,366
TOTAL ASSETS			5,366
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities			2,770
Due to a related party			734
Total current liabilities			3,504
TOTAL LIABILITIES			3,504
STOCKHOLDERS' EQUITY
Authorized:
7,500,000 common stock, no par value
Issued and outstanding:
600,000 common stock at $0.01 as at June 30, 2014			5,540
Deficit accumulated during development stage			(3,631	)
Accumulated other comprehensive loss			(47	)
Total stockholders' equity			1,862
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			5,366

See accompanying notes

 

 

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LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

(Expressed in United States Dollars)

STATEMENTSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

 

		$
REVENUE			—
EXPENSES
Audit fees			2,735
Incorporation expenses			679
Bank charges			35
General expenses			182
Total expenses			3,631
Net loss for the period before income taxes			(3,631	)
Income taxes			—
Net loss for the period			(3,631	)
Foreign currency translation adjustment			(47	)
COMPREHENSIVE LOSS			(3,678	)
Loss per share, basic and diluted			(0.0125	)
Weighted average number of common stock outstanding, basic and diluted			294,538

		For the				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

 

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LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

(Expressed in United States Dollars)

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

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

 

										Deficit
										accumulated				Accumulated
										during				Other
		Common stock								development				Comprehensive
		Shares				Amount				stage				Loss				Total
						$				$				$				$
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

														Accumulated
														other
		Common stock								Accumulated				comprehensive
		Shares				Amount				Deficit				loss				Total
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

 

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LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

(Expressed in United States Dollars)

STATEMENTSTATEMENTS OF CASH FLOWS

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

 

		$
OPERATING ACTIVITIES
Net loss for the period			(3,631	)
Changes in working capital balances
Accounts payable and accrued liabilities			2,770
Cash used by operating activities			(861	)
INVESTING ACTIVITIES
Due to a related party			734
Cash provided by investing activities			734
FINANCING ACTIVITIES
Proceeds from issuance of common stock			5,540
Cash provided by financing activities			5,540
Net increase in cash during the period			5,413
Effect of foreign currency translation			(47	)
Cash, beginning of the period			—
Cash, end of the period			5,366

		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

 

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LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

Notes to the Financial Statements

Forthe period from March 4, 2014 (Inception) to June 30, 2014

(Expressed in United States Dollars)NOTES TO FINANCIAL STATEMENTS

 

1. NATURE OF OPERATIONS

1.

NATURE OF OPERATIONS

 

Legacy Ventures International Inc. (the “Company”) was incorporated on March 4, 2014 in the state of Nevada. The Company is a development stage company and is engaged in the development of a new Real Estate Management Company.

 

The Company’s registered officeprincipal place of business is located at 2602 Innisfil Road, Mississauga, Ontario L5M 4H9, Canada.

 

2.

GOING CONCERN

2. BASIS OF PRESENTATION AND MEASUREMENT

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 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. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

 

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BasisUse of PresentationEstimates

 

The Company’spreparation of the financial statements have been prepared in accordanceconformity with accounting principles generally acceptedUS GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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, as adjustments become necessary, they are reported in earnings in the United States of America (“U.S. GAAP”) and are expressedperiod in US dollars.which they become known. Actual results could materially differ from those estimates.

 

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.Earnings (Loss) Per Share

 

The Company is considered to be inhas adopted the development stage as defined inFinancial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has devoted substantiallyTopic 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 of its efforts to business planningpotentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at June 30, 2015 and development by means of raising capital for operations. The Company has not yet realized any revenue. Among the disclosures required by ASC 915 are that the Company's  financial statements be identified as those of a development stage company, and that the statements of operations and comprehensive loss, stockholders' equity and cash flows disclose activity since the date of the Company's inception.2014.

 

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LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

Notes to the Financial Statements

Forthe period from March 4, 2014 (Inception) to June 30, 2014

(Expressed in United States Dollars)NOTES TO FINANCIAL STATEMENTS

 

Fair Value of Financial Instruments

Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) 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:

 

3.Level 1 –

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESValuation based on quoted market prices in active markets for identical assets or liabilities.

(continued)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 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 to shareholder and related party. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instruments. The accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

Foreign Currency TransactionsTranslation

 

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.

 

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to accruals and going concern assumption assessment. Actual results could materially differ from those estimates.

Cash

 

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

 

Earnings (Loss) Per Share (“EPS”)

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The Company computes basic and diluted earnings per share amounts pursuant to section 260-10-45Table of the FASB Accounting Standards Codification. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity.Contents

There were no potentially dilutive shares outstanding as of June 30, 2014.

 

LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

Notes to the Financial Statements

Forthe period from March 4, 2014 (Inception) to June 30, 2014

(Expressed in United States Dollars)

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Fair Value Measurements and Fair Value of Financial InstrumentsNOTES TO FINANCIAL STATEMENTS

 

Financial instruments that are measured subsequent to initial recognition at fair value are grouped into hierarchy based on the degree to which the fair value inputs are observable.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Fair value measurements are estimated based on inputs categorized as follows:

A) Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

B) Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

C) Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 - assets and liabilities whose significant value drivers are unobservable and corroborated by little or no market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities, and due to a related party approximate their fair value because of the short maturity of those instruments.

The Company had no assets and/or liabilities measured at fair value on a recurring basis for the period ended June 30, 2014, using the market and income approaches.

 

LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

Notes to the Financial Statements

Forthe period from March 4, 2014 (Inception) to June 30, 2014

(Expressed in United States Dollars)

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Income taxes

 

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred 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, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered 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 in income 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 regards to uncertainty in income taxes. Section 740-10-25 addresses 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 it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

 

Recently Issued Accounting PronouncementsStandards

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed,

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 as 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 the Company believesbeginning with fiscal year 2017. Early adoption is permitted. The Company is currently evaluating the impact that recently issued accounting pronouncements adopted do notthis amended guidance will have a material impact on its financial position or results of operations.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 from the carrying amount of that 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 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.

The Company adopted the new requirements in its financial reporting effective from January 1, 2015.

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LEGACY VENTURES INTERNATIONAL INC.

(A Development Stage Company)

Notes to the Financial Statements

Forthe period from March 4, 2014 (Inception) to June 30, 2014

(Expressed in United States Dollars)NOTES TO FINANCIAL STATEMENTS

 

5. STOCKHOLDERS’ (DEFICIENCY)/EQUITY

4.

STOCKHOLDERS’ EQUITY

 

COMMON STOCK - AUTHORIZED

 

As atJune 30,, 2014, 2015, the Company is authorized to issue 7,500,000 shares of common stock, with no par value.

 

COMMON STOCK - ISSUED AND OUTSTANDING

 

During the period ended June 30,May 2014, the Company issued 600,000 shares of common stock for $5,540 cash.

 

5.

RELATED PARTY TRANSACTIONS AND BALANCES

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

 

The onlyDuring August 2014, the Company issued 5,400,000 shares of common stock to its founding member and 400,000 shares of common stock to a consultant for services rendered. These services amounting to $53,360 have been valued based on recent private placement of the Company and is included in professional fees presented in the statements of operations and comprehensive loss.

At June 30, 2015, there were 7,400,000 shares of common stock issued and outstanding (June 30, 2014 – 600,000).

6. RELATED PARTY TRANSACTIONS AND BALANCES

Transactions are considered to be related party transaction was fortransactions if management has the paymentability to exercise significant control through its ownership of shares and presence on the incorporationboard of directors. Transactions with related parties are in the normal course of operations and general expenses amounting to $734 by an officer ofare recorded at the Company. Thisexchange amount, which was outstanding as at June 30, 2014, is the amount of consideration established and agreed upon by the related parties. The amounts due to shareholders and other related party are unsecured, interest freenon-interest bearing and are payable on demand.

 

6.

INCOME TAXES

7. INCOME TAXES

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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.

 

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LEGACY VENTURES INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS

Net deferred tax assets consist of the following components as of June 30, 2014:2015:

 

Deferred Tax Assets - Non-current:
NOL Carryover		$	3,600			$	42,031
Less valuation allowance			(3,600	)			(42,031	)
Deferred tax assets, net of valuation allowance		$	-			$	–

 

At June 30, 2014,2015, the Company had net operating loss carryforwards of approximately $3,600$107,773 that may be offset against future taxable income from the year 20152016 to 2035.2036. No tax benefit has been reported in the June 30, 20142015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

 

LEGACY VENTURES INTERNATIONAL INC.8. SUBSEQUENT EVENTS

(A Development Stage Company)

Notes to the Financial Statements

Forthe period from March 4, 2014 (Inception) to June 30, 2014

(Expressed in United States Dollars)

7.

SUBSEQUENT EVENTS

 

The Company’s management has evaluated subsequent events up to August 10, 2015, the date the financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that except for the following, there are no material subsequent events to report.

 

During July 2014, the Company issued 1,000,000 shares

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Table of common stock for approximately $9,200 cash.Contents

 

During August 2014, the Company issued 5,400,000 shares of common stock to its founding officer Rehan Saeed and issued 400,000 shares of common stock to a consultant for services rendered.

 

LEGACY VENTURES INTERNATIONAL INC.

 

1,600,0009,250,000 SHARESOF COMMON STOCK 

 

PROSPECTUS

 

 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

The Date of This Prospectus is ___________.

 

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PART II   INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

Securities and Exchange Commission registration fee		$	2.06			$	861.61
Transfer Agent Fees		$	-			$	1,000
Accounting fees and expenses		$	2,735			$	5,000
Legal fees and expense		$	20,000			$	5,000
Miscellaneous		$	2,000			$	1,138.39
Total		$	24,737.06			$	13,000

All amounts are estimates other than the SEC’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

 

Item 14. Indemnification of Directors and Officers

 

To the fullest extent permitted by the laws of the State of Nevada, our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his/her position, if he/she acted in good faith and in a manner he/she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he/she is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

 

Item 15. Recent Sales of Unregistered Securities

 

We were incorporated in the State of Nevada on March 4, 2014. In connection with the incorporation, we issued 5,400,000 and 400,000 shares of common stock to our founders, Mr. Rehan Saeed and Mr. Zeeshan Saeed, respectively.  These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares.

 

In July 2014, we sold through a Regulation D Rule 506S offering a total of 1,600,000 shares of common stock to 32 investors, at a price per share of $0.01 CAD for an aggregate offering price of $16,000 CAD, or approximately $16,000 USD.$16,000. The Common Stockcommon stock issued in this offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506 of Regulation Dprovisions of the SecuritiesRegulation S of the Act.

On August 21, 2015, we issued four (4) 10% Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of 1933.$180,000 to certain investors. The Notes accrue interest at a rate equal to 10% and have a maturity date of February 21, 2017. The Notes are convertible into Common Stock at a Conversion Price of $1.00 per share.These shares were issued in reliance on the exemption under Section 4(2) of the Act.

On September 9, 2015, the Board of Directors and Shareholders 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 share and approved a 1:7 forward split upon the increase of the par value.

On September 30, 2015 the Company issued 2,000,000 shares to the former shareholders of RM Fresh pursuant to Share Exchange Agreement as explained in Note 5. Further, the Principal shareholder of the Company agreed to cancel 25,800,000 shares of common stock in accordance with the Cancellation Agreement.

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On September 30, 2015 the holders of convertible notes payable exercised their option to convert the notes payable into shares at a price of $1 per share with the resultant issuance of 180,000 shares.These securities were issued in reliance on the exemption under Section 4(2) of the Act.

During October 2015, the Company issued 300,000 shares of common stock in connection with consulting services. The fair value of the services was determined based on market price of the share on the date of issuance.These securities were issued in reliance on the exemption under Section 4(2) of the Act.

During October 2015, the Company issued 250,000 shares of common stock to a director as compensation for joining the board of directors. The fair value of the services was determined based on market price of the share on the date of issuance.These securities were issued in reliance on the exemption under Section 4(2) of the Act.

During October 2015, the Company issued 32,000 shares of common stock at $1.25 per share for $40,000 cash.These securities were issued in reliance on the exemption under Section 4(2) of the Act.

In January 2016, the Company issued 92,000 shares of common stock to several investors at a price of $1.25 per share for total proceeds of $115,000.These securities were issued in reliance on the exemption under Section 4(2) of the Act

 

Item 16. Exhibits and Financial Statement Schedules

 

EXHIBIT
NUMBERExhibit No.		DESCRIPTIONDescription
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)
3.1		Articles of Incorporation.Incorporation (1)
3.2		Bylaws.Certificate of Correction (1)
3.3		Bylaws (1)
5.1		Opinion of Szaferman, Lakind, Blumstein & Blader, P.C.*
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)
23.1		Consent of SRCO Professional Corporation.
23.2		Consent of Szaferman, Lakind, Blumstein & Blader, P.C. (filed as Exhibit 5.1)

 

* To be filed by amendment.

(1)	Incorporated by reference to the registration statement on Form S-1 filed on September 30, 2014.

(2)	Incorporated by reference to the current report on Form 8-K filed on October 7, 2015.

(3)	Incorporated by reference to the quarterly report on Form 10-Q filed on November 23, 2015.

*	To be filed by amendment.

 

Item 17. Undertakings

 

(A) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i.    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

i.

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

ii.   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 

iii.  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

 

Pursuant to the requirement of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Toronto, Ontario, Canada on September 30, 2014.January 19, 2016.

 

	LEGACY VENTURES INTERNATIONAL, INC.
	By:	/s/Rehan SaeedEvan Clifford
		Rehan SaeedEvan Clifford
		President Chiefand Chie Executive Officer Chief Financial Officer and Director

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/Rehan SaeedEvan Clifford		President Chiefand Chie Executive Officer		September 30, 2014January 19, 2016
Evan Clifford
/s/Rehan Saeed		Chief Financial Officer and Director		January 19, 2016
Rehan Saeed

  

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