8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2008

Nevada (State or other jurisdiction of incorporation or organization)	Legacy Wine & Spirits International Ltd. (Exact name of registrant as specified in its charter)	91-1963840 (I.R.S. Employer Identification No.)
385 52 Ave., Pointe-Calumet, Quebec, Quebec, Canada (Address of principal executive offices)		J0N 1G4 (Zip Code)
1-888-488-6882 (Registrant's telephone number, including area code)
Legacy Mining Ltd. Suite 806 – 1288 Alberni St., Vancouver, B.C., V6E 4N5 (Former name or former address, if changed since last report)

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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01_ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 6, 2008, the Registrant signed a distribution agreement with 2174684 Ontario Inc.(“2174684”), an Ontario based Company, whereby 2174684 will be the exclusive supplier to the Registrant of the wine product list (as listed in Exhibit 10.01 below, Schedule “A”) and the Registrant will be the exclusive distributor of these products throughout China.

2174684 (“Supplier”) agrees that during the term of this Agreement, it shall:

(a)

sell to the Distributor, at the Purchase Price, such quantities of the Products as are ordered by the Distributor from time to time;

(b)

deliver all orders of the Products made by the Distributor, upon the terms otherwise set out herein, within and not later than fifteen (30) days from the date of the receipt by Supplier of the said order;

(c)

refund or credit to the account of the Distributor the amounts paid or owing by the Distributor for any Products which are defective or faulty so as to be un-saleable and which the Distributor returns to Supplier, provided that the fault or defect does not arise as result of the actions of the Distributor or breach of the Distributor's obligations under this Agreement;

(d)

use its best efforts to maintain or improve the quality and standards of the Products;

(e)

provide to the Distributor, at its cost, any and all sales promotional material, brochures, price lists and any other literature relative to the Products at such time and in such quantities as may be mutually agreed upon; and

(f)

assist the Distributor by all reasonable means in selling and distributing the Products to customers, including, without limitation, co-ordinating sales programs with the Distributor.

2174684 agrees that during the term of this Agreement, it shall not:

(a)

withhold delivery of the Products ordered by the Distributor for any reason other than non-payment in respect of previous orders or breach of any of the terms and conditions of this Agreement;

(b)

distribute, sell, or solicit orders for the Products within or for ultimate delivery to any place within the Territory defined herein without the prior written consent of the Distributor; and

(c)

directly or indirectly manufacture, process, distribute, promote, advertise, sell, offer to sell or solicit orders for, or give any advice, assistance or information whatsoever concerning the use, application, sale or distribution of any product or products which may reasonably be regarded as competing for the same market as the Products in the Territory, without the Distributor's prior written consent. Any dispute in this regard shall be resolved by arbitration in accordance herewith, unless the parties agree otherwise.

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The Registrant (“Distributor”) agrees that during the term of this Agreement, it shall:

(a)

comply and cause all its Sub-distributors or parties appointed by it to comply, with all applicable laws in the Territory relating to the advertising, distribution and sale of the Products and with the terms and conditions of this Agreement;

(b)

devote its best efforts to the performance of its obligations under this Agreement;

(c)

make every reasonable effort and use proper means to develop the market potential for trade in the Products, and actively solicit orders for the sale of the Products, provided that in no event shall the Distributor be required to expend any moneys on advertising or other marketing and sale techniques, except as the Distributor, in its sole discretion, determines appropriate; and

(d)

develop, promote and maintain with customers the goodwill and reputation of the Products.

The Registrant (“Distributor”) agrees that the during the term of this Agreement, it shall not:

(a)

distribute, sell or solicit orders for the Products outside the Territory, nor will it permit or allow any Sub-distributor, or party appointed by it, to distribute, sell, or solicit orders for the Products outside the Territory, except as may expressly be authorized by Supplier .

Terms of Agreement

This Agreement shall come into effect on its date of execution and shall continue in full force and effect, unless terminated earlier in accordance with the terms set out below, until the tenth (10th) anniversary of the date of execution (the "Initial  Term").

Provided that Supplier and the Distributor have complied with all the terms and conditions hereof, this Agreement shall be automatically renewed at the completion of the Initial Term and shall continue on the same terms and conditions as contained herein for successive five (5) year periods (the "Renewal Term"), unless either party shall have provided ninety (90) days' prior written notice that the Agreement shall not be automatically renewed for a Five (5) year period.

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.01_COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The Registrant, having completed a Private Placement as described below in Item 3.02, has completed the following significant tangible asset purchases with respect to its Wine & Spirits liquor store operations in China.

Leasehold Improvements

The Registrant will own and operate the first two (2) Wine and Spirits liquor stores in China. Design details of the Liquor Stores were completed and are shown as Exhibits 99.01 to 99.05 below. These design renderings will be the blueprints to renovate the stores acquired in China. The Registrant has spent $90,000 to date on this project.

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Website Development Costs and Marketing materials

The Registrant has completed its new website, www.legacywineandspirits.com.

The Registrant has designed and completed an exclusive logo for “Legacy Wine & Spirits International Ltd.” which appears as Exhibit 99.06 below. The Registrant has spent $22,500 on this project to date and expects additional costs to be incurred once inventories of product have been priced and finalized.

Branding and labeling

The Registrant has designed and completed specific brand labels for the “Legacy Wine & Spirits” name brand. These renderings are shown as Exhibit 99.07 below. The Registrant has also created labeling for its first three liquor products, specifically, “Rasta Rum”, “Sonic Gin” and “Sledgehammer Vodka”. Another label for “Mac & Mac Scotch “ is in progress. These labels are shown below as Exhibits 99.08 to 99.14 below. The Registrant has spent $39,500 on this project to date and further costs are expected once additional liquor products are marked for inventory.

Inventory

The Registrant will be purchasing its initial inventory in the next 30 days. The price grid model for the initial inventory, expressed in Euro dollars appears below as Exhibit 10.02. The prices listed are subject to change without notice The initial inventory purchase for the two stores is expected to be between $50,000-$100,000 based on orders received from wholesale distributors and other retail stores.

Business License

The Registrant will operate its initial two (2) Wine & Liquor stores in China. The business license appears as Exhibit 99.15 below. As previously disclosed and incorporated by reference is the Registrant’s Form 8-K filed May 27, 2008 disclosing the acquisition of a 15 year general license to import, bottle, blend, manufacture and distribute wine and spirits throughout China. The Registrant issued 1,000,000 restricted common shares valued at $950,000 to acquire this license.

SECTION 3 – SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On June 9, 2008, the Registrant completed the closing of the first phase in connection with a Private Placement (the “Private Placement“) of its securities to certain accredited investors for aggregate gross proceeds of $460,000. The investors purchased an aggregate of 920,000 shares of the Registrant at a price of $0.50 per share, subject to restrictions under Rule 144. The Registrant is now proceeding with the second phase in connection with a Private Placement, which will raise an additional $540,000 through the issuance of 720,000 shares of the Registrant at a price of $0.75 per share for a grand total proceeds of $1,000,000. The Registrant’s Private Placement Subscription Form and Investor’s Questionnaire are shown in Exhibit 10.03 and 10.04. The Registrant’s business plan for its Wine & Spirits venture is shown as Exhibit 99.16 below.

The Registrant has used and intends to use the offering proceeds from its private placement to purchase tangible assets, which include, among other things, leasehold improvements to its proposed wine and liquor stores in China, branding and labeling of its products, website and marketing materials and inventory purchases. Please refer to item 2.01 above.

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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

The Company has historically had limited operations and revenues. The former business operations under Legacy Mining Ltd. related to mineral exploration based activities had been such that the company had previously disclosed that it believed it should be considered a shell company as defined in rule 12b-2 of the Exchange Act. We had previously based this belief on the factors that we had nominal operations and nominal assets.

Commensurate with the Registrant’s change of name to Legacy Wine & Spirits International Ltd. and its change of business to the sale of Wine & Spirits, management has now made significant progress developing and implementing the “Legacy Wine & Spirits International Ltd. “ business objectives. Key agreements and associations have now been put into place. Significant financing activities have been completed, tangible assets have been acquired and operational staffing and inventory sourcing is being developed.

As a result of the completion of the license and distribution agreements and the increased operational activities and capital resources, the Company has decided that it is no longer appropriate to maintain the shell status designation as defined in

Rule 12b-2 of the Exchange Act.

ITEM 9.01 EXHIBITS.

(c)  Exhibits

10.01:  Exclusive Distribution Agreement, including schedule “A” list of products.

10.02   Corporate Inventory Price Grid

10.03

Private Placement Subscription Form

10.04

Private Placement Questionnaire

99.01

Exterior View #1 – Wine & Spirits Store

99.02

Exterior View #2 – Wine & Spirits Store

99.03

Interior Right View – Wine & Spirits Store

99.04

Interior Left View – Wine & Spirits Store

99.05

Interior Top View – Wine & Spirits Store

99.06

Corporate Logo

99.07

Exclusive Legacy Brand Labels

99.08

Sledgehammer Vodka Label Concept #1

99.09

Sledgehammer Vodka Label Concept #2

99.10

Sledgehammer Vodka Label Concept #3

99.11

Sledgehammer Vodka Label Concept #4

99.12

Sledgehammer Vodka Label Concept #5

99.13

Sonic Gin Label Concept

99.14

Rasta Rum Label Concept

99.15

Business License

99.16

Business Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized.

Legacy Wine & Spirits International Ltd.

DATED:  June 10, 2008

By:         /s/: M. Scheive                

M. Scheive, President

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EX-10

Exhibit 10.02

Product	Cost	Mark Up for Label	Import Duties		Distributor		Wholesale		Retail
		(15 percent)	(32 percent)	RMB	($1.5 MU)	RMB	($1.5 MU)	RMB	(100 percent)	RMB
Italian Job - Red (blend)  White (blend)  Rose	$2.50	$2.88	$3.80	$26.57	$5.30	$37.07	$6.80	$47.57	$13.59	$95.13
Italian Job Proseco (Champagne)	$3.50	$4.03	$5.31	$37.19	$6.81	$47.69	$8.31	$58.19	$16.63	$116.38
Italian Job Pinot Gringo (White)	$4.00	$4.60	$6.07	$42.50	$7.57	$53.00	$9.07	$63.50	$18.14	$127.01
Italian Job Cabernet Merlot (Red)	$4.00	$4.60	$6.07	$42.50	$7.57	$53.00	$9.07	$63.50	$18.14	$127.01
Veneto - Cabernet Sauvingnon (Red)	$3.60	$4.14	$5.46	$38.25	$6.96	$48.75	$8.46	$59.25	$16.93	$118.51
Veneto - Merlot (Red)	$3.60	$4.14	$5.46	$38.25	$6.96	$48.75	$8.46	$59.25	$16.93	$118.51
Veneto - Pinot Gringo (White)	$3.60	$4.14	$5.46	$38.25	$6.96	$48.75	$8.46	$59.25	$16.93	$118.51
Veneto - Chardonnay (White)	$3.60	$4.14	$5.46	$38.25	$6.96	$48.75	$8.46	$59.25	$16.93	$118.51
Abbruzzi - Montepulciano (Red)	$3.30	$3.80	$5.01	$35.07	$6.51	$45.57	$8.01	$56.07	$16.02	$112.13
Abbruzzi - Sangiovese (Red)	$3.30	$3.80	$5.01	$35.07	$6.51	$45.57	$8.01	$56.07	$16.02	$112.13
Abbruzzi - Cabernet Merlot (Red)	$3.30	$3.80	$5.01	$35.07	$6.51	$45.57	$8.01	$56.07	$16.02	$112.13
Abbruzzi - Trebbiano (White)	$3.30	$3.80	$5.01	$35.07	$6.51	$45.57	$8.01	$56.07	$16.02	$112.13
Abbruzzi - Chardonnay (White)	$3.30	$3.80	$5.01	$35.07	$6.51	$45.57	$8.01	$56.07	$16.02	$112.13
Abbruzzi - Piot Gringo (White)	$3.30	$3.80	$5.01	$35.07	$6.51	$45.57	$8.01	$56.07	$16.02	$112.13
Puglia - Primitivo (Red)	$4.55	$5.23	$6.91	$48.35	$8.41	$58.85	$9.91	$69.35	$19.81	$138.70
Puglia - Sangiovese (Red)	$4.55	$5.23	$6.91	$48.35	$8.41	$58.85	$9.91	$69.35	$19.81	$138.70
Sicily - Nero D'avola (Red)	$4.50	$5.18	$6.83	$47.82	$8.33	$58.32	$9.83	$68.82	$19.66	$137.63
Sicily - Shiraz (Red)	$4.50	$5.18	$6.83	$47.82	$8.33	$58.32	$9.83	$68.82	$19.66	$137.63
Sicily - Zinfandel (White)	$4.50	$5.18	$6.83	$47.82	$8.33	$58.32	$9.83	$68.82	$19.66	$137.63
Lazio - Castelli Romani (Red)	$3.50	$4.03	$5.31	$37.19	$6.81	$47.69	$8.31	$58.19	$16.63	$116.38
Lazio - Castelli Romani (White)	$3.50	$4.03	$5.31	$37.19	$6.81	$47.69	$8.31	$58.19	$16.63	$116.38
Lazio - Velletri (Red)	$3.50	$4.03	$5.31	$37.19	$6.81	$47.69	$8.31	$58.19	$16.63	$116.38
Lazio - Velletri (White)	$3.50	$4.03	$5.31	$37.19	$6.81	$47.69	$8.31	$58.19	$16.63	$116.38

EX-10

Legacy Wine & Spirits International Ltd.   

( formerly Legacy Mining Ltd.)

(A Nevada Corporation)

SUBSCRIPTION DOCUMENTS - REGISTERED 144 SHARES – SIX MONTH HOLD

The attached Subscription Documents must be completed and delivered to Legacy Wine & Spirits International Ltd., a Nevada Corporation ("Company") as follows:

MAIL TO:

Legacy Wine & Spirits International Ltd.

385 52 Ave.

Pointe-Calumet Quebec,

J0N 1G4

Phone: 1-888-488-6882

Fax:     1-888-265-0498

Subscriptions must be paid (at a price of $0.___ per Share) by a personal check or by a cashier's check or by a bank wire transfer.  For payment, refer to Payment Instructions on page 3.

SECTION A - HOW TO SUBSCRIBE

To subscribe for shares to be issued by the Company, each share being one share of the Company's $.0001 par value common stock. The purchase price per share is $0.___ and you must complete the enclosed Subscription Agreement and the Purchaser Suitability Questionnaire.

Directions for the Subscription Agreement are as follows:

1. Minimum Investment  -  10,000 Shares  ($ 5,000 U.S.).

2. Be sure to provide your correct name, address and Social Security number or tax identification number (when applicable), as this information will appear on the official records of the Company.

3. Sign and be sure that you have checked and initialed the appropriate type of ownership.

4. Signature and Supporting Material Requirements   The following requirements have been established for the various capacities in which shares may be purchased and held other than by you as an individual:

JOINT TENANTS WITH RIGHT OF SURVIVORSHIP: The signatures of both joint tenants are required.

COMMUNITY PROPERTY: The signatures of both husband and wife are required, unless a separate document signed by both parties and designating either party as agent of the other party for purposes of signing accompanies the Subscription Agreement.

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TENANTS IN COMMON: The signatures of all parties are required.

TENANTS BY THE ENTIRETY: The signatures of all parties are required.

PARTNERSHIP: The Subscription Agreement must be accompanied by a copy of the signed partnership agreement.

TRUST: The Subscription Agreement must be accompanied by a copy of the signed trust agreement.

CORPORATION: The Subscription Agreement must be accompanied by a certified copy of the resolution of the Board of Directors of the subscribing corporation designating the officer(s) of that corporation authorized to sign on behalf of that corporation and of the resolution of that Board of Directors authorizing the purchase of shares.

5.

Furnish the following:

(a)

Completed Subscription Agreement;

(b)

Supporting material if required (see Item 4 above);

(c)

A personal check or cashier's check or bank wire transfer in the amount of your subscription (Refer to Payment Instructions on page 3).

SECTION B - SUBSCRIPTION AGREEMENT

The undersigned hereby subscribes to __________________Shares of the Company's $0.0001 par value common stock at a purchase price of $0.___ per share.

2

The undersigned is aware that:

1).

The Company has the right to accept or reject this subscription in whole or in part.  This subscription shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by the Company. Subscriptions need not be accepted by the Company in the order in which subscriptions are received.

2).

The Company will be accepting subscriptions to a maximum of 5,000,000 Shares in the aggregate.

3).

Subscriptions for Shares are irrevocable and shall survive the subscriber's death or disability.  Payment in full of the purchase price of the shares is due and must be made upon subscription.

4).

Upon full payment, the Company will deliver to the Holder a restricted Share Certificate representing the number of shares purchased.

How to Subscribe

You are subscribing to purchase a total of __________________ Shares at $0.___ per Share ($__________) by (check and initial applicable line):

________

$_______________(_________Shares) paid by cashier's check;

________

$_______________(_________Shares) paid by personal check; or

________

$_______________(_________Shares) paid by wiring funds.

MAKE CHECK PAYABLE TO: "Legacy Wine & Spirits International Ltd."

MAIL TO:   

Legacy Wine & Spirits International Ltd.

385 52 Ave.,

                               Pointe-Calumet                

Quebec

J0N 1G4

3

WIRE TRANSFER INSTRUCTIONS:

To send a wire, you will need to give the remitting bank the following instructions:

Beneficiary Bank:

        Bank of Montreal

        First Bank Tower

        595 Burrard Street

        Vancouver, B.C

                                                          V7X 1L7

Canadian Bank Number:

        001

Transit Number:

        0004

Swift BIC Address:

        BOFMCAM2

Beneficiary Name:

        Legacy Wine & Spirits International Ltd.

Beneficiary Acc. No.:

        4608-682

For details, see How to Subscribe (immediately preceding this Subscription Agreement)

Print name(s) in which Shares are to be registered:

NAME:(1)___________________________________ Soc. Sec. or Tax I.D.    No._______________________

NAME:(2)___________________________________ Soc. Sec. or Tax I.D.     No._______________________

Address:________________________________________________________________

_______________________________________________________________________ Phone:

___________________

Title to your purchased Shares is to be held as follows (check and initial one):

a.

________

Husband & Wife, as community property

b.

________

Joint Tenants

c.

________

Tenants in Common

d.

________

Individual

4

e.

________

Corporation

f.

________

Partnership

g.

________

Trust

h.

________

Other:

Please Describe_____________________________________________________________

NOTE: BY SIGNING THIS SUBSCRIPTION AGREEMENT AND UPON ACCEPTANCE THEREOF, YOU ARE ENTERING INTO AN AGREEMENT AND AGREEING TO INVEST MONEY WITH THE COMPANY.

This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof.

DATED:____________________ 20__, at ________________________________________

(1)___________________________________ (2)___________________________________

NOTE: If Shares are to be registered in more than one name, all subscribers must sign.

Acceptance of Subscription

Agreed to and accepted:

By:   Legacy Wine & Spirits International Ltd., a Nevada Corporation

By:   ____________________________________

        Robert Klein

Its:   President

By:  ____________________________________

        Marc Schieve

Its:   Secretary

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EX-10

OFFEREE QUESTIONNAIRE

Legacy Wine & Spirits International Ltd.

(formerly Legacy Mining Ltd.)

A Nevada Corporation

===============================================================

Legacy Wine & Spirits International Ltd., a Nevada Corporation (“Company”) will use the responses in this questionnaire to qualify prospective investors for purposes of federal and state securities laws.

If the answer to any question below is “none” or “not applicable”, please so indicate.

Your answers will be kept confidential at all times.  However, by signing this questionnaire, you agree that the Company may present this questionnaire to any person, as it deems appropriate to establish the availability of exemptions from registration pursuant to state and federal securities laws.

PART 1. INDIVIDUAL INVESTORS

Investors that are not individuals (that is, are corporations, partnerships, trusts, etc.) should start at Part II.

1.  Name (as it should appear on the stock certificate): ____________________________

2.  Residence Address: ____________________________________________________

3.  Home Telephone: ______________________________________________________

4.  Date of Birth: _________________________________________________________

5.  Social Security number: _________________________________________________

6.  United States citizen:

       O Yes     O No

  If no, country of citizenship: _____________________________________________

7.  Occupation: ___________________________________________________________

8.  Number of years: _______________________________________________________

9.  Present employer: ______________________________________________________

10. Position/Title: ________________________________________________________

11. Business address: ______________________________________________________

12. Business Telephone: ___________________________________________________

13. Business Fax: _________________________________________________________

14. Each state and foreign country in which you have maintained your principal residence during the past three years, and the dates during which you resided in each:

________________________________________________________________________________________________________________________________________________________________________________________________________________________

15. Are you registered to vote in, or do you have a driver’s license issued by, or do you maintain a residence in any other state or country?

       O Yes     O No

       If yes, in which state or countries? ________________________________________

16.  Do you reasonably expect that either your own income from all sources during the current year will exceed $200,000 or the joint income of you and your spouse (if married) from all sources during the current year will exceed $300,000?

       O Yes     O No

        If no, please specify the amount: _________________________________________

17.  Percentage of your income (as shown above) anticipated to be derived from sources other than salary:

________________________________________________________________________

18.  Was your yearly income from all sources during each of the last two years in excess of $200,000 or was the joint income of you and your spouse (if married) from all sources during each of those years in excess of $300,000?

       O Yes      O No

       If no, please specify the amount for last year: $_______and the year before$_______

19.  Will your net worth as of the date you purchased the Offered Shares, together with the net worth of your spouse, be in excess of $1 million?

       O Yes       O No

       If no, please specify the amount: $ ________________________________________

20.  Please describe your educational background and degrees obtained, if any: ________

________________________________________________________________________________________________________________________________________________________________________________________________________________________

21.  If you have existing personal or business relationship with the Company or any of its officers, directors or controlling persons, please describe the nature and duration of each relationship:

________________________________________________________________________________________________________________________________________________________________________________________________________________________

22.  Please describe in reasonable detail the nature and extent of business, financial and investment experience that you believe gives you the capacity to evaluate the merits and risks of the proposed investment and the capacity to protect your interests:

________________________________________________________________________________________________________________________________________________________________________________________________________________________

23.  Are you purchasing the Offered Shares for your own account and for investment purposes only?

       O Yes      O No

       If no, please specify for whom you are investing and the reason for investing:

_______________________________________________________________________

24.  In evaluating this investment, will you use the service of any of the following advisors? If so, please identify, providing address and telephone number:

      O Accountant ________________________________________________________

      O Attorney __________________________________________________________

      O Licensed Investment Advisor___________________________________________

25.  Anticipated amount of subscription: _______________________________________

26.  Indicate type of ownership in which securities will be held:

       O  Individual

       O  Tenants in Common

       O  Joint tenancy with rights of survivorship ( husband and wife only)

       O  Community property

       O  Other: (describe): ___________________________________________________

In signing below, you acknowledge that the information provided in this questionnaire is true and correct in all material respects and that you recognize that the Company and its counsel are relying on the truth and accuracy of that information in reliance on the exemption contained in Section 4 (2) of the Securities Act of 1933, as amended, and Rule 506 and Regulation D.  You agree to notify the Company promptly of any changes in the foregoing information that occur before the investment.

Executed at _____________________, on _____________________________________

________________________________

Signature

________________________________

Print name

PART II. NON-INDIVIDUAL INVESTORS

Please complete this Part II only if the proposed purchase is to be made by a corporation, partnership, trust or other entity.  If the investment will be made by more than one affiliated entity, please COMPLETE A COPY OF THIS QUESTIONNAIRE FOR EACH ENTITY.

1.  Name (as it should appear on the stock certificate): ____________________________

2.  Address of principal place of business:  _____________________________________

3.  Jurisdiction of formation of incorporation:  __________________________________

4.  Contact person: ________________________________________________________

5.  Telephone number: _____________________________________________________

6.  Fax number: __________________________________________________________

7.  Type of entity (corporation, partnership, trust, etc.): ___________________________

8.  Taxpayer identification number: ___________________________________________

9.  Was this entity formed for the purpose of this investment?

      O  Yes      O No

If yes, all shareholders, partners or other equity owners must answer Part I of this Questionnaire.

10.  Amount of your proposed investment: _____________________________________

11.  Entity’s net worth at the time the securities will be purchased: $_________________

12.  Check the appropriate box to indicate which of the following accurately describes the nature of the business conducted by the investing entity:

        O Private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (namely, a U.S. venture capital fund that invests primarily through private placements in non-publicly traded securities and makes available, either directly or through co-investors, to the portfolio companies significant guidance concerning management, operations or business objectives);        

         O A small business investment company licensed by the U.S. Small Business Administration pursuant to Section 301 (c) or (d) of the Small Business Investment Act of 1958;

         O An investment company registered pursuant to the Investment Company Act of 1940 or a business development company as defined in Section 2 (a) (48) of that Act;

         O A bank as defined in Section 3 (a) (2) of the Securities Act of 1933 or a savings and loan association or other institution defined in Section 3(a)(5)(A) of that Act, acting in either an individual or fiduciary capacity;

         O An insurance company as defined in Section 2(13) of the Securities Act of 1933.

         O An employment benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (a) whose investment decision is made by a fiduciary that is either a bank, a savings and loan association, an insurance company, or a registered investment advisor or whose total assets exceed $5 million or (b) if a self-directed plan, whose investment decision are made solely by persons who are accredited investors;

          O An organization described in Internal Revenue Code Section 501(c)(3), a corporation, a Massachusetts or similar business trust or a partnership, in each case not formed for the purpose of this investment, with total assets in excess of $5 million;

          O An entity not located in the United States and whose equity owners are neither U.S. citizens nor U.S. residents;

          O A trust with total assets in excess of $5 million whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act of 1933;

          O Other (describe): __________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

13. Please provide information detailing the business, financial and investment experience of the entity and investment manager of the entity: ________________________________________________________________________________________________________________________________________________________________________________________________________________________

In signing below, you acknowledge that the information provided in this questionnaire is true and correct in all material respects and that you recognize that the Company and its counsel are relying on the truth and accuracy of that information in reliance on the exemption contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 and Regulation D. You agree to notify the Company promptly of any changes in the foregoing information that occur before the investment.

Executed at ______________________________, on ____________________________.

____________________________

Print Name

By: _________________________

Title: ________________________

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Exhibit 99.16

THE BUSINESS PLAN LEGACY WINE & SPIRITS INTERNATIONAL LTD. April/May 2008
	VIP Investments International Inc. Richard Chen Manager, Corporate Finance		April 5, 2008
	(778) 991-9608 chenran@vipcan.ca		All values in US dollars unless otherwise noted

THE CONFIDENTIAL CLAIM AND REQUIRED DISCLOSURE

The information presented in this document is sensitive and confidential and is to be used by authorized parties for the purpose of determining an indication of interest in investing in Legacy Wine & Spirits International ltd. (the “Company”). The recipient of the Business Plan Overview agrees by its receipt not to reproduce, duplicate, or reveal, in whole or in part, information presented herein without the written permission of the Company. The information contained in the Business Plan was provided by the Company and its financial advisors.  It has been reviewed, approved, and released by the Company and the Company assumes responsibility for its contents.  Estimates and projections contained herein have been prepared by the management of the Company and involve necessary reasonable estimations and financial analysis that are based on independent equity research reports issued by third party investment banks and other official data source. The Business Plan Overview offers three standard and most widely accepted evaluation methods, which could be considered as the fair market valuation of this business entity. The business plan developer does seek to do business with the Company’s management team, and due to the relatively high risk nature of the investment, the recipients of the Business Plan are recommended to conduct their own analysis and due diligence process.

THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITY.

For more information please contact:

May Joan Liu

Direct: (604) 880 7308

Sathi W. Rajan

Direct: (604) 761 7002

1

Contents

Investment Relations and Contacts:

May Joan Liu

Legacy Wine & Spirits International Ltd.

385 52 Ave, Pointe-Calumet

Quebec, J0N 1G4

Toll Free:  1 888 688 4882

Direct: (604) 880 7308
Fax: 1 888 265 0498

e mail:info@legacymining.ws

palisades168@hotmail.com

2

Executive Summary

The objective of this business plan is to present to prospective franchisees and investors the opportunity to invest in a wine and spirits production and distribution joint venture provided by Legacy Wine & Spirits International Ltd. (OTCBB: LWSP), Crown Star Holding Ltd., and Beijing Nine Dragons Winery Development Co. Ltd.  Until such time as the wine marketing and production phase of the Company’s operations are secured, wine and the wine market only will be discussed in this Business Plan.  The spirits division of the Company’s operations will be addressed at a later date.   

Legacy International is comprised of a wine manufacture and bottling plant in Beijing, and an integrated distribution network. The plant will be operated by Legacy Wine & Spirits Merchants Ltd. (Legacy Merchants), which is 100% owned by Legacy International. Legacy Merchants in turn 100% owns Legacy Wine & Spirits Distribution Ltd. (Legacy Distribution), which will be responsible for developing marketing channels.

The strategic assets of the joint venture include an industrial property and a 15 year liquor production and distribution license in China. These assets give Legacy’s investors a critical edge, because normally the wine companies in the Greater Beijing Region can only get a one year liquor license, and have to renew it every year. Also, the joint venture owns two acres of land and a finished building that can be used for a factory, management offices, workers’ residence, restaurant, and warehouse. The water source for future production is secured by a company-owned 320 meter deep water well, which is the same underground source used in a famous Chinese beverage.  

Having a manufacturing plant near Beijing enhances the dynamics associated with distribution flexibility and controls. The designated 1500 bottle per day production capacity for phase one development will well support a portfolio of planned distribution channels, including Legacy retail stores, independent retailers, wholesalers, and franchisees. The other benefits of producing its own wine and spirits are: lower shipping fees compared to importing bottled wine to China; more sustainable and flexible product supplies with local distribution partners; greater negotiating power with the wholesalers; the ability to better support franchisees and self-run stores by offering more competitive prices and superior quality; and the impetus to foster long term strategic relationships with business partners and buyers.

What makes this project particularly interesting is its fundamental market demand driven nature. Legacy is entering the US$ 24 billion wine market. Commencing operations in Beijing, with an undeclared population of 20 million creates a natural market especially since the city has over 100 universities.  Higher education leads to higher culture and sophistication.  The younger university population has a clear preference for grape wines over traditional high-alcohol rice wines because of the taste difference, popularity of western culture and health consciousness.  There is scientific evidence that drinking wine in moderation leads to better health and longevity.  

The Chinese wine market is 56% controlled by three large companies. Great Wall Wine has the largest market share in China at 22% in 2006, followed by Changyu’s 20% and Dynasty’s 14%. This oligopolistic trend offers Legacy a niche market.  Most wines sold in china are at the higher price levels.  Legacy’s strategy is to offer lower priced, good quality wines in their boutique wine shops. The profitability of the wine business depends on its ability to accurately assess both the retail and wholesale markets quickly. The core strategy for Legacy, in addition to the conventional sales efforts through third party retail and wholesale chains, is to build two flag ship winery stores in Beijing and Shunyi, then will replicate the model for franchisees throughout the closely located major cities that can be economically reached from the winery production plant.  

Management Team

Tong Yuet

Mr. Yuet is the founder  and President of Crown Star Holdings Inc., a company that brokers tier 2 and 3 private label bulk alcohol for distribution to China, Singapore and other Asian countries.  Mr. Yuet is the founder and owner of Nine Dragons Winery Development Ltd. in Shunyi, Beijing, China.

Mr. Yuet brings with him a wealth of professional experience, having performed in numerous executive capacities for businesses and associations ranging from private enterprises to public advisory boards. Most recently, he has served as President of both the Federation of Canadian International Business Associations (2005-2007) and the Chinese Entrepreneurs Society of Canada (2001-2006). Mr. Yuet has exceptional connections in both China and Western Canada.

Sathi W. Rajan

Mr. Rajan has been actively involved in wine production and the sales of viniferous wine-making juices for over 10 years.  He has previously owned and operated three on-premise winemaking stores in British Columbia and a micro-winery facility in Shanghai, China.  A former lobbyist in Ottawa and Special Assistant for the Canadian Department of National Defence, Mr. Rajan has been involved with international and corporate issues for over 20 years and has provided business development, consulting, and financing services to both publicly-traded and privately-held companies.

As the CEO of Crown Star Holdings Inc. (Hong Kong), Mr. Rajan has traveled extensively in China and has a strong understanding of the culture and process of doing business in the country. Mr. Rajan was also responsible for establishing alcohol supply contracts with world alcohol producers for Tupper International Trading Inc.

May Joan Liu

Mrs. Liu has been a venture capitalist and merchant banker for over 25 years and has funded a diversity of companies from their inception to full operations. Mrs. Liu has assisted many companies in going public in both the Canadian and American venture stock exchanges.

3

Market Demand

In 2006, the total alcohol consumption in China was 37bn liters.  Comparing the consumption amount to that of United States., this represents a six-fold higher volume over the U.S. consumption (approx. 5.36bn ltr. in 2006). However, the wine consumption per capita of China is merely 1/20 of the U.S. With a growing economy and a growing middle class, the wine industry in China will likely to be the fastest-growing segment in the alcohol beverage industry over the next five years.

With its headquarters located in the suburb of Beijing, Legacy enjoys a unique transportation advantage and a huge target market population. According to the National Bureau of Statistic of China, in 2006, Beijing’s urban disposable income per capita was 19,978 yuan, a real increase of 12.9% from the previous year. Per capita pure income of rural residents was 8,620 RMB, a real increase of 9.6%. Per capita disposable income of the 20% low-income residents increased 16.7%, 11.4 percentage points higher than the growth rate of the 20% high-income residents.  Since Legacy’s target market is the middle class professionals between the age of 22 to 45, this means the target market in the Beijing region will enjoy a healthy growth rate in the next 5 years.

Various recent researchers have confirmed the health benefits of drinking red wine. Being an educated group, the middle class consumers will be more willing to drink wine compared to other types of alcoholic beverages, because they understand the health benefit that wine can bring, not mentioning the appealing wine culture and wine romance that the new generation middle class population desires. That being said, Legacy’s entry into the China’s wine market is well timed and strategically located.

Like many traditional culinary products in the food industry, wine enjoys a prestigious status and unique culture in both Eastern and Western worlds. It is almost a must have item for most special occasions or celebrations. Also, similar to many traditional culinary products, people can develop special preferences to particular brands of wine overtime. With aggressive marketing, quality control, and promotional efforts, Legacy will create value for its shareholders along with building brand loyalty with its many future customers. As an important economic plus to wine merchants, wine products have shorter consumption periods than most other food: bottled wine is usually completely consumed at the end of a dinner; also, once the bottles are opened, they cannot be preserved well beyond three days. This implies a higher consumption rate, higher purchase frequency, and thus higher revenue compared to many other traditional food products.

Currently, grape wine accounts for 4.9% of the total alcohol market and has a market size of US$3.0bn, and the market demand is growing fast. The following are the chart illustrations of the performance of the top three wine producers in China.

	2003A	2004A	2005A	2006A
Revenue
Great Wall	891	1,164	1,550	1,803
Changyu	1,133	1,338	1,804	2,163
Dynasty	709	805	947	1,114
Total	2733	3307	4301	5080
%Growth		21.00%	30.06%	18.11%
Average %Growth	23.06%

Source: Grape expectations-- China winemakers Sector outlook—CLSA Asia Pacific Market Outlook, Nov. 2007:

4

Market Demand (Continued)

These charts indicate that the top three players in the market were enjoying an average growth rate of approximately 23%. Moreover, in survey conducted by CLSA, more than 50% of the 21 retailers (including 11 supermarkets and 10 restaurants) reported that wine has the fastest growth in sales among all types of alcoholic drinks. The following is the CLSA beverage sector indices that gauge the performance of each alcoholic beverage category in China. As illustrated below, although the grape wine industry market cap did not achieve the highest market cap growth rate over the 23-month period, it still managed a market cap growth rate of approximately 100%. (Approximately 50% year over year growth)

Another sales forecast report conducted by CLSA indicated that the revenue growth rate of the wine industry for year 2007 to 2009 will average around 14%. (Chart attached below)

5

Operational Strategy

Legacy plans to operate its winery production plant and to develop the distribution channel to establish a popular brand among middle class consumers, which comprise the majority of the nation’s population. Legacy’s core operation plan relies on the success of developing a capable work force to start the production and sales at competitive costs and quality assurance.

Although there is a one month time lag between the finished bottled wine coming out of the factory and the setup time of the stores, Legacy plans to import bulk finished wines to feed into its distribution channels. Through this strategy, we can realize healthy positive cash flow at a faster rate.

Centered by this production and distribution integrated strategy, Legacy will build a management team that will be composed of four persons: a  production manager, Legacy Wine & Spirit Boutiques store managers, a retail sales manager and a corporate account manager (covering the development of the franchisee business). Besides its strategic assets and investors, Legacy considers the human resource aspect a vital factor in the Company’s fast growth. The recruitment strategy will be conducted through different approaches: public interviews, recruitment from other winery company’s work force by offering competitive yet reasonable compensation packages, and develop third party strategic partners to minimize initial cash outflows. The estimated recruitment and training time for this project to go forward is about four to five weeks. After the operations have started, Legacy will use the ISO9000 system to manage the producti on and sales workforce.

The future success of the Company is based on two areas of growth: upgrades and expansion of the plant to increase production and sales potential, the expansion of the distribution channels to increase brand reputation and total sales.

The wine stores are scheduled to open at a rate of three per month in the future.  The first two will be corporately owned and continuously operated by Legacy.  The Company’s franchise wine stores model includes:

§

Develop the structured design (200 to 300 sq. ft max.) with rich store aesthetics, maximized for high volume storage, stunning display (POP), sampling area and payment area.

§

Locations will be numerous and located in high density areas, with protected territories.

§

Develop detailed franchise documentation after the operations of the corporate owned boutiques are well under management. The Franchisee Manual will include Operation Steps, Accounting, Marketing, HR System, and Wine Appreciation.

Corporate Account Distribution: our sales force will reach out to chain stores, restaurants, karaoke, bars and business brokers to further expand our private label distribution network.  We have already secured exclusive wine supply for a Chain of 45 stores to carry our product in Guangzhou, Canton province.  This chain is growing and has a mandate to reach 300 stores by 2010.

Nine Dragons Winery Development Ltd.: the winery facility is located in Beijing just 15 minutes away from the Beijing International Airport.  The facility will be developed over the next 6 to 7 months to begin producing wines from internationally sourced viniferous grape juice into Legacy’s own private label of wines, reducing costs dramatically from import lines.  The winery will also act as a packaging facility capable of packaging wines, spirits and mixed drinks for delivery to the Chinese market.

6

Marketing Strategy

As mentioned above, the demand for wine in China is growing rapidly as the emerging middle class starts to shift the consumption style of alcoholic beverages. The supply, on the other hand, has not caught up with the same speed due to the fact that so far China has not developed a distribution system sophisticated enough to organize its shipment effectively and efficiently; secondly, China has not developed a modernized wine storage system. As of 2007, wine cellars and refrigerated storage, which are crucial to wine storage, are not commonly utilized in China; moreover, in recent years, China started limiting liquor producers by limiting liquor production licenses. This has created a barrier to new entries.

Foreign wine producers who want to tap into the Chinese wine market will have to establish a joint venture with an existing Chinese wine producer. Legacy will enter the Chinese wine market through its strategic partnership with Nine Dragons Winery Development Ltd. (Beijing). Nine Dragons Winery Development Ltd. has a fully functional industrial facility conveniently located 15 minutes away from the Beijing International Airport.

Legacy will implement the following strategies to efficiently reach the vast majority of its target market:

§

Franchised wine boutiques: Legacy will open elegantly designed wine boutiques in prime shopping districts of major cities. By establishing elegant boutique stores, Legacy will be able to reach its targeted customers as well as promoting their brand image. Legacy’s goal is to open three wine boutiques each month on average. The first two boutiques will be owned by the company. After the demo boutiques have successfully established their reputation, new boutiques will be opened on a franchised basis, which means they will be owned and operated by entrepreneurs.

§

Direct promotion and distribution through strategic alliances with wholesalers, retailers, restaurant owners, and supermarket chains. By forming strategic alliances with major players in the distribution channels, Legacy will be able to secure a strong network to efficiently deliver its products to consumers. So far Legacy has established an exclusive wine distribution alliance with a convenience store chain with 45 stores to carry Legacy’s product in Guangzhou, China.  This convenience store chain is expected to grow to a 300 stores by 2010.

§

Over the long term, a competitive price and quality combination will be the core value offered to the Chinese consumer, which will eventually create and strengthen brand loyalty for Legacy’s long term sustainable growth.

§

As the strategic partner of Legacy, Crown Star Holdings will represent Legacy’s production to Crown’s ready developed distribution channels in China (e.g. a chain store which has 45 outlets in China), which is considered as an effective risk mitigation to the joint venture especially for the early stage.

7

Risk and Mitigating Factors

A major risk in the wine production business is the macro economic conditions. Because in China, middle and high quality wine is considered a luxury product; the probability of wine sales being negatively affected in an economic downturn is relatively high. Since in recent years, China has experienced a period of prosperous economic growth and is very likely to continue in the foreseeable future, Legacy’s downturn risks due to such factors are minimized.  

A second risk that needs to be considered is raw material price fluctuations. Because grape juice or grape, accounts for approximately 40% of the total cost of production, a sudden fluctuation in raw material price will have significant impact on cost. The price fluctuation will in turn affect the demand, thus the revenue and profit of the Company. Therefore, any natural disasters or abnormal weather change in the raw material production regions will have a great impact on the sales of the Company. To minimize such risk, Legacy will diversify its raw material supply source by utilizing its partnership with Crown Star International Ltd., a Hong Kong based company specializing in international supply and sourcing of wine and spirits raw materials.

As Legacy will be actively engaged in international trade, exchange rate risks will be another risk factor. Because Legacy may need to purchase raw materials shipping from abroad, exchange rate risks will need to be hedged in this trading process. Moreover, due to the fact that a substantial portion of Legacy’s share holders will be foreign entities, when dividend incomes are converted back to the domestic currency, exchange rate risks will surface and therefore should be hedged. Fortunately, as the Chinese Yuan is appreciating in the recent years and is predicted to appreciate in the foreseeable future, there is a very high probability that exchange rate will be working in Legacy’s favor. When Legacy imports raw material, the probability of incurring loss due to Chinese Yuan depreciation is low; secondly, when foreign investors convert Chinese Yuan back to their domestic currency, the probability of incurring loss is also lo w. In fact, foreign investors may be able to enjoy an additional return due to the appreciation of Yuan on top of the return from the enterprise.

In conclusion, there are numerous risk factors that can be associated with wine production companies, what Legacy will do is to avoid avoidable risks and hedge unavoidable risks as much as possible.

It is said that developmentally, China is where the U.S. was in 1950 but estimates are it will catch-up in just one decade.  The opportunity is now for Legacy Wine and Spirits International.

8

Equity Valuation We applied three methods to evaluate the winery project : Discounted Free Cash Flow, Enterprise Value, and Earning Multiple methods. The weighted average value of the three valuation method:  USD $7,762,427
Projected Revenue
Assumptions
Price/Bottle (China)	CNY ￥ 50.00				Wholesale
Exchange Rate (CNY/US$)	7.02				Sales/Day (Units)		125
					Quarterly Sales Growth		30.0%
Store					Price Discount		15.0%
Sales/Day (Units)	30				Begin Quarter		3
Quarterly Sales Growth	20.0%
					Franchisees
Retail Distribution					Sales/Day (Units)		10
Sales/Day (Units)	60				Quarterly Sales Growth		20.0%
Quarterly Sales Growth	20.0%				Price Discount		20.0%
Price Discount	15.0%				Begin Quarter		3
Inputs					Initial Franchisees		2
Days/Quarter	91				New Franchisees/Quarter		1
Store Selling Price/Bottle (US$)	$7.12				Franchisee Fee/Year		$8,000.00
Retail Purchase Price/Bottle (US$)			$6.05
Wholesale Purchase Price/Bottle (US$)	$6.05
Franchisee Purchase Price/Bottle (US$)	$5.70
Projected Sales
Quarter	0	1			2	3		4
Store1 (Units)		2730			3276	3931		4717
Store2 (Units)		2730			3276	3931		4717
Retail Distribution (Units)		5460			6552	7862		9435
Wholesale (Units)		0			0	11375		14787.5
Franchisees (Units)		0			0	1820		3094
Projected Revenue
Quarter	0	1			2	3		4
Store1	$0.00	$19,444.44			$23,333.33	$28,000.00		$33,600.00
Store2	$0.00	$19,444.44			$23,333.33	$28,000.00		$33,600.00
Retail Distribution	$0.00	$33,055.56			$39,666.67	$47,600.00		$57,120.00
Wholesale	$0.00	$0.00			$0.00	$68,865.74		$89,525.46
Franchisees	$0.00	$0.00			$0.00	$10,370.37		$17,629.63
Franchisee Fees	$0.00	$0.00			$0.00	$16,000.00		$8,000.00
Total Revenue, Year 1	$596,588.98
US alcoholic drinks operation comparison
Company				Code		2008A
Beta (Stock’s risk measurement against market)
Atlantic Wine Agencies Inc.				AWNA.OB		1.42
Central European Distribution Corporation				CEDC		1.42
Constellation Brands, Inc.				STZ		0.99
Scheid Vineyards Inc.				SVIN.PK		0.72
Willamette Valley Vineyards, Inc.				WVVI		0.52

9

Industry Peer Group (China Wine Makers)
Chinese alcoholic drinks players’ operation comparison
Company	Code	2003A	2004A	2005A	2006A
Total revenue
China Foods - Great Wall (HK$m)¹	506 HK	891	1,164	1,550	1,803
Changyu (Rmbm)	200869 CH	1,133	1,338	1,804	2,163
Dynasty (HK$m)	828 HK	709	805	947	1,114
Wuliangye (Rmbm)	000858 CH	6,333	6,298	6,419	7,386
Kweichow Moutai (Rmbm)	600519 CH	2,401	3,010	3,931	4,896
Tsingtao Brewery (Rmbm)	168 HK	7,508	8,621	10,020	11,677
Revenue growth (%)
China Foods - Great Wall¹	506 HK	86.6	30.7	33.1	16.3
Changyu	200869 CH	22	18.2	34.8	19.9
Dynasty	828 HK	-3	13.6	17.8	17.6
Wuliangye	000858 CH	11	-0.6	1.9	15.1
Kweichow Moutai	600519 CH	30.9	25.4	30.6	24.6
Tsingtao Brewery	168 HK	8.2	14.8	16.2	16.5
Net profit
China Foods (HK$m)	506 HK	413	286	257	342
Changyu (Rmbm)	200869 CH	151	204	312	444
Dynasty (HK$m)	828 HK	124	166	179	115
Wuliangye (Rmbm)	000858 CH	703	828	791	1,170
Kweichow Moutai (Rmbm)	600519 CH	587	821	1,119	1,504
Tsingtao Brewery (Rmbm)	168 HK	245	285	307	448
Operating profit
China Foods - Great Wall (HK$m)¹	506 HK	139	212	295	319
Changyu (Rmbm)	200869 CH	237	308	422	613
Dynasty (HK$m)	828 HK	164	220	210	123
Wuliangye (Rmbm)	000858 CH	1,095	1,283	1,200	1,790
Kweichow Moutai (Rmbm)	600519 CH	975	1,488	1,919	2,484
Tsingtao Brewery (Rmbm)	168 HK	526	591	579	654
Yield (%)
China Foods	506 HK	1.6	1.1	1.5	0.8
Changyu	200869 CH	0.1	0.8	1.1	1.6
Dynasty	828 HK	2.6	7	1.7	1.2
Wuliangye	000858 CH	0.5	0	0.3	0.2
Kweichow Moutai	600519 CH	0.1	0.3	0.2	0.3
Tsingtao Brewery	168 HK	0.8	0.6	0.7	0.9
Net debt/equity (%)
China Foods	506 HK	30.8	22.9	2.5	-15.5
Changyu	200869 CH	-55.8	-59.8	-61.5	-57.8
Dynasty	828 HK	-61.1	-50.3	-57.1	-53.5
Wuliangye	000858 CH	-16.7	-13.4	-26.7	-33.7
Kweichow Moutai	600519 CH	-67.4	-68.7	-75.4	-74.4
Tsingtao Brewery	168 HK	11.4	2.2	-4.9	-9.2
Gross margin (%)
China Foods - Great Wall¹	506 HK	46	47	47.5	48.1
Changyu	200869 CH	49.9	55.7	58.5	59.3
Dynasty	828 HK	50.9	53.1	51.8	50.9
Wuliangye	000858 CH	34.3	39.2	37.6	43.5
Kweichow Moutai	600519 CH	67.3	71.4	69	72.1

10

Continued from previous page
Tsingtao Brewery	168 HK	31.8	31	30.4	31.5
Operating margin (%)
China Foods - Great Wall¹	506 HK	15.6	18.2	19.1	17.7
Changyu	200869 CH	21	23	23.4	28.4
Dynasty	828 HK	23.2	27.3	22.2	11
Wuliangye	000858 CH	17.3	20.4	18.7	24.2
Kweichow Moutai	600519 CH	40.6	49.4	48.8	50.7
Tsingtao Brewery	168 HK	7	6.9	5.8	5.6
Net margin (%)
China Foods	506 HK	46.3	24.6	16.6	19
Changyu	200869 CH	13.4	15.3	17.3	20.5
Dynasty	828 HK	17.6	20.6	18.9	10.3
Wuliangye	000858 CH	11.1	13.1	12.3	15.8
Kweichow Moutai	600519 CH	24.4	27.3	28.5	30.7
Tsingtao Brewery	168 HK	3.3	3.3	3.1	3.8
ROA (%)
China Foods	506 HK	4.3	3.1	4.9	5
Changyu	200869 CH	7.8	9.4	13.3	16.3
Dynasty	828 HK	15.9	20.7	11.2	6.9
Wuliangye	000858 CH	8.5	9.4	8.2	11.3
Kweichow Moutai	600519 CH	11.8	12.9	13.9	16
Tsingtao Brewery	168 HK	2.7	2.9	3.2	4.7
ROAE (%)
China Foods	506 HK	10.8	6.8	na	10.6
Changyu	200869 CH	10.1	12.3	17.4	23
Dynasty	828 HK	26.5	36.3	20.7	8.5
Wuliangye	000858 CH	11.8	13.2	10.7	15
Kweichow Moutai	600519 CH	18.7	21.6	24.2	27.4
Tsingtao Brewery	168 HK	6.4	6.2	6.3	8.8

11

Capital Budgeting
Expense Allocation
Manufacturing
Property, Plant and Equipment	$600,000
Production Salary & Wages	$60,000
Utilities	$100,000
Distribution
Corporate-Owned Store Start-Up Costs (x2)	$30,000
Sales & Marketing	$20,000
Inventory Tie-Up	$300,000
General
Additional Working Capital	$150,000
Other	$240,000
Operational Expenses
Production Salary & Wages	$60,000
Utilities	$100,000
Corporate-Owned Store Start-Up Costs (x2)	$30,000
Sales & Marketing	$20,000
Other	$240,000
Investing Expenses
Property, Plant and Equipment	$600,000

12

Discounted Cash Flow (DCF) Valuation
Assumptions
Sales Revenue, Year 1	$596,589	Industry Peer Group Averages
Average Total Debt	$375,000	Revenue Growth (%)	20.9%
Average Interest Rate	12.0%	Operating Profit Margin (%)	22.7%
Tax Rate	33.0%	American Wine % Distillers Beta
Depreciation
PP&A	$600,000	Discount Rate (WACC) Worksheet
Life Span (years)	15	E/(D+E) @ Public Mkt Value	80.00%
Capital Expenditures		D/(D+E) @ Public Mkt Value	20.00%
Amount	$400,000
Year	2012	Avg. Pretax Int.Exp. (Annual.)	12.00%
Franchisee		Marginal Tax Rate	33.0%
Growth Multiplier	5.0
Year	2010	Cost of Equity= rf+ß(Rm-Rf)	10.94%
Terminal Value		Risk-Free Rate: Rf	3.63%
Long-Term Sales Growth	7.0%	ß	1.014
		Market Return: Rm	10.8%
First Year Capital Budget
Manufacturing		WACC=E/(D+E)* Re+ D/(D+E)*Rd(1-T)	10.36%
Property, Plant and Equipment	$600,000
Production Salary & Wages	$60,000
Utilities	$100,000
Distribution
Corporate-Owned Store Start-Up Costs (x2)	$30,000
Sales & Marketing	$20,000
Inventory Tie-Up	$300,000
General
Additional Working Capital	$150,000
Other	$240,000

13

Enterprise Value Valuation Method
Equity Asset		1,500,000.00
Synergy Value with Nine Dragons
Value of Liquor License Right (15 yr)	$600,000.00
Value of Property Usage Right (15 yr)	$900,000.00
Subtotal of Synergy Value with Nine Dragons		1,500,000.00
Synergy Value with Crown Star
Production Support	$100,000.00
Crown Star Distribution Channels	$300,000.00
Crown Star Product Expertise	$100,000.00
Subtotal of Synergy Value with Crown Star		500,000.00
Total Equity Asset		3,500,000.00
Added Leverage Value of Corporate Loan		1,050,000.00
Income Tax Savings from Loan Interest		42,000.00
Total Equity Value (Merchants + Distribution)		4,592,000.00

P/E Multiples Valuation Method (Comparable companies are listed in the Appendix)
Projected Net Income of Fiscal Year 2009	$167,509
Average P/E Ratio	66.88
Total Market Value	$11,202,994

14

Appendix I

Chinese Winery Companies’ Stock P/E Ratio Table(As the date of April 5, 2008)

Public Companies	%Change	Price	Dollar Change	Bid	P/E	Total Floating Share	Trading Volume
000929	9.39	9.2	0.79	9.2	203.05	13224.37	30207
600559	2.76	13.4	0.36	13.39	172.55	6674.62	51902
000596	2.7	13.29	0.35	13.29	135.51	3975	5513
000752	4.73	6.86	0.31	6.86	82.65	13448.57	27414
600059	4.25	27.99	1.14	28.01	72.95	13841.09	15858
000799	5.01	14.67	0.7	14.67	71.18	12868.13	31612
600543	7.63	14.38	1.02	14.31	69.62	10145.33	22528
600702	2.23	8.26	0.18	8.24	67.37	23523.02	34579
000568	-1.03	56.5	-0.59	56.5	63.66	44709.44	21104
600132	6.85	26.53	1.7	26.51	62.01	20006.13	38178
600519	-2.5	178.01	-4.57	177.99	59.35	40793.1	13419
600779	6.4	24.28	1.46	24.29	58.94	29366.78	72419
000858	6.07	22.7	1.3	22.69	58.66	144086.3	293343
000869	3.42	68.31	2.26	68.31	56.67	8306.69	1076
600573	4.26	8.08	0.33	8.08	45.85	11301.66	13924
000729	4.42	16.29	0.69	16.28	43.75	48243.76	72941
600199	3.8	6.55	0.24	6.54	38.99	18203.6	24204
600090	-0.12	8.39	-0.01	8.38	38.43	21575.42	77008
200869	-3.75	46.2	-1.8	46.2	35.3	17846.4	4289
600197	1.8	8.5	0.15	8.51	35.06	20937.1	38876
600600	-0.7	24.17	-0.17	24.17	34.1	23575.55	51936
600809	4.54	17.97	0.78	17.99	23.68	15163.61	29528
600735	-1.7	8.67	-0.15	8.66	8.99	8346.15	17497
000995	4.52	6.25	0.27	6.25	N/A	8193.87	37729
600365	0.14	7.18	0.01	7.17	N/A	11034.62	9612
Average	3.0048	25.7052	0.27	25.6996	66.88348	23575.61	41467.84
The References for the Market Potential Session:
http://www.wineinstitute.org/resources/statistics/article86  (716+624) x 4 / 1bn = 5.36bn 2 http://www.wineinstitute.org/resources/statistics/article86   0.5 / 2.39 x 4 3 http://en.wikipedia.org/wiki/Beijing#cite_note-urban_construction-17 4 http://nutra-smart.net/redwine.htm; http://www.medicinenet.com/script/main/art.asp?articlekey=23592; http://www.sciencedirect.com/science/article/B6T1C-475FSC5-4/2/11536afd0dc132708024f4105cb42270 5 China winemakers — CLSA Nov. 2007

15

Appendix II

The Liquor Production and Distribution License

Nine Dragons Winery Development Ltd. (Shunyi, Beijing, P.R. China)

The Liquor Production and Distribution License

Nine Dragons Winery Production Ltd. (Shunyi, Beijing, P.R. China)

The Bird’s Eye View of a Section of the Industrial Property that Legacy will utilize

Currently owned by Legacy’s Partner, Nine Dragons Winery Development Ltd.

16

EX-99

99.16