8-K

UNITED STATES

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)

August 18, 2008

LEGACY WINE & SPIRITS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

         Nevada                      333-138672                         91-1963840

(State or other jurisdiction Incorporated)  (Commission File No.)    (I.R.S Employer Identification No.)

                719 – 30th Ave., Pointe-Calumet, Quebec, Canada                     J0N 1G1                      

(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:

(514) 688-3289

382 52 Ave., Pointe-Calumet, Quebec, Canada  J0N 1G4

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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SECTION 3 – SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On August 19, 2008, the Registrant agreed to issue 85,000 shares of Legacy Wine & Spirits International Ltd. common stock in satisfaction of $42,500 owed to three (3) debtors.  The issuance price of the common stock was $0.50 per share as agreed between the debtors and Legacy Wine & Spirits International Ltd.  The foregoing issuance of common stock was made in reliance upon an exemption from registration requirements provided under Regulation D under the Securities Act of 1933. The list of debtors and the agreement accepted by each of the three (3) debtors for the conversion of debt to shares are attached hereto as Exhibit 10.05.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

1. RESIGNATION OF REGISTRANT'S DIRECTORS:

On August 7, 2008, the Registrant accepted the resignation of Robert Klein as President, Director and Chief Executive Officer of the Registrant. The resignation was not motivated by a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices.

2. APPOINTMENT OF REGISTRANT'S OFFICERS AND DIRECTORS:

On August 7, 2008 Marc Scheive was appointed President, Director and Chief Executive Officer of the Registrant.

On August 7, 2008, David Zhang, a Chinese Entrepreneur, based in Beijing, China joined the Board of Directors.

On August 18, 2008, Deng Ting, a Chinese businesswoman, based in Beijing, China joined the Board of Directors.

On August 18, 2008, Jaclyn Cruz, an American businesswoman, based in New York, U.S.A. joined the Board of Directors.

SECTION 8 – OTHER EVENTS

ITEM 8. 01 – Other Events

Effective August 18 2008, the Company has relocated its administrative office in the Province of Quebec to:

New Address:

719 – 30th Ave, Point-Calumet,

Quebec JON 1G1

Fax – 1 888 265 0498

Phone – 514 688 3289  

Effective August 18 2008, the Company has established

an office in China:

D1 – 18^th Floor, Yang Guang Place

Ya Yun Cun, Beijing Chao Yang District

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ITEM 9.01 EXHIBITS.

(c)  Exhibits

10.01:  Consent to Act - Zhang

10.02:  Consent to Act - Cruz

10.03:  Consent to Act – Ting

10.04   Letter of Resignation - Klein

10.05   Shares for debt Agreement(s)

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:  August 22, 2008

/s/: M. Scheive

By: M. Scheive, President

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EX-10.01

EXHIBIT 10.01

SHOTGUN ENERGY CORPORATION

(the “Company”)

CONSENT TO ACT AS DIRECTOR

I hereby consent to act as a director of the Company and acknowledge that I am not disqualified to become or to act as a director under Chapter 78 of the Nevada Revised Statutes.

I hereby confirm that:

1

I am not under the age of 18 years;

2

I have not been found by a court, in the United States of America or elsewhere, to be incapable of managing my own affairs;

3

I am not an undischarged bankrupt; and

4

I have not been convicted in or out of Nevada of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud.

In addition, the undersigned hereby consents to the holding of any meeting of the directors or of a committee of the directors of the Company by means of such telephonic, electronic or other communication facility, as permit all persons participating in the subject meetings to communicate adequately with each other.

This consent shall continue in effect from year to year so long as the undersigned is re-elected to the board of directors, provided that in the event that the undersigned revokes this consent or resigns from the board of directors, this consent shall cease to have effect from the date of receipt in writing by the Company of such revocation or resignation, as the case may be, or, if the latter, the effective date of such resignation.

DIRECTORS HAVE SUBSTANTIAL DUTIES AND OBLIGATIONS AND MAY BE SUBJECT TO SIGNIFICANT LIABILITIES. THE PERSON SIGNING THIS CONSENT SHOULD OBTAIN INDEPENDENT LEGAL ADVICE.

Dated	August 7 , 2008
Print name	David Zhang
Address	#6 - 502 No. 14 Lixue Hutong Xidan Xicheng District, Beijing, China 100031
Signature	/s/: David Zhang

EX-10.02

EXHIBIT 10.02

SHOTGUN ENERGY CORPORATION

(the “Company”)

CONSENT TO ACT AS DIRECTOR

I hereby consent to act as a director of the Company and acknowledge that I am not disqualified to become or to act as a director under Chapter 78 of the Nevada Revised Statutes.

I hereby confirm that:

1

I am not under the age of 18 years;

2

I have not been found by a court, in the United States of America or elsewhere, to be incapable of managing my own affairs;

3

I am not an undischarged bankrupt; and

4

I have not been convicted in or out of Nevada of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud.

In addition, the undersigned hereby consents to the holding of any meeting of the directors or of a committee of the directors of the Company by means of such telephonic, electronic or other communication facility, as permit all persons participating in the subject meetings to communicate adequately with each other.

This consent shall continue in effect from year to year so long as the undersigned is re-elected to the board of directors, provided that in the event that the undersigned revokes this consent or resigns from the board of directors, this consent shall cease to have effect from the date of receipt in writing by the Company of such revocation or resignation, as the case may be, or, if the latter, the effective date of such resignation.

DIRECTORS HAVE SUBSTANTIAL DUTIES AND OBLIGATIONS AND MAY BE SUBJECT TO SIGNIFICANT LIABILITIES. THE PERSON SIGNING THIS CONSENT SHOULD OBTAIN INDEPENDENT LEGAL ADVICE.

Dated:	August 18, 2008
Print name:	Jacyln Cruz
Address:	P.O. Box 63 Farmingville, New York 11738
Signature	/s/: Jacyln Cruz

EX-10.04

EXHIBIT 10.04

SHOTGUN ENERGY CORPORATION
(the “Company”)

Officer and Director Resignation

I hereby resign as Director, President and Chief Executive Officer of the Company, effective immediately.

Dated:  August 7, 2008

/s/: Robert Klein

Robert Klein

EX-10.05

Exhibit 10-05

Private Placement Subscription Agreement for B.C. Residents

Name of Purchaser

 _________________________________

     (the “Purchaser”)

Address

_________________________________

City

_________________________________

Province

__________________________________

Country

__________________________________

Postal Code

__________________________________

Date

__________________________________

Payment Method

      Conversion of Debt                                

# Shares Purchased

__________       x US$0.50 =

   $ ____________

(the “Shares”)                                       Subscription Price

/s/: “Purchasers”

____________________

  Please make cheque payable to:

Signature of Purchaser

       “Legacy Wine & Spirits International Ltd.”

These securities have not been registered under the Securities Act of 1933(the “US Securities Act”) and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available. Hedging Transactions involving these securities may not be conducted unless in compliance with the US Securities Act.

    This Subscription is accepted for and on behalf of Legacy Wine & Spirits International Ltd.

        By: /s/: M. Scheive                                                Date: August 19, 2008

              Marc Scheive, President

1.0   Purchase and Sale of Shares

1.1   The Purchaser subscribes for and agrees to receive, as a conversion of debt, common shares of Legacy Mining Ltd., a Nevada Corporation (the “Issuer”) in the amount set out above (the “Shares”), to be recorded in the name of the Purchaser at the address set out above.

Legacy Wine & Spirits International Ltd.385 52 Ave., Pointe-Calumet, Quebec, J0N 1G4   

 Phone: 1-888-488-6882      Fax: 1-888-265-0498     E-mail:  info@legacywineandspirits.com

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