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)

December 20, 2010

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

         Nevada                                 000-26593                                 91-1963840

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

           1802 Goya Street, Jonquiere, Quebec                             G7Z 1C3                     

     (Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:

1 888 488 6882

(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 December 8, 2010 the Registrant agreed to issue 4,078,800 restricted shares of Legacy Wine & Spirits International Ltd. common stock in satisfaction of $203,940 owed to two (2) debtors.  The issuance price of the common stock was $0.05 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 two (2) 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 December 20, 2010, the Registrant accepted the resignation of Christopher Scheive as Secretary, Treasurer, Director and Chief Financial 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 December 20, 2010 Matt Kelly, an American businessman, based in New York U.S.A., joined the Board of Directors and was appointed Secretary, Treasurer and Chief Financial Officer of the Registrant.

On December 20, 2010 Jaclyn Cruz, an American businesswoman, based in New York U.S.A., a current member of the Board of Directors was confirmed as President and Executive Officer of the Registrant.

As of December 20, 2010, the Directors and Officers of the Registrant are:

Jaclyn Cruz – Director, President and Chief Executive Officer.

Matt Kelly  – Director, Secretary, Treasurer and Chief Financial Officer.

SECTION 8 - OTHER EVENTS

ITEM 8. 01 – Other Events

Effective December 20, 2010, the Company has relocated

its administrative offices to the State of New York:

New Address:

Corporate Offices

35 South Ocean Avenue

Patchogue, NY, 11772

Fax – 1 888 265 0498

Phone – 1 888 488 6882  

SECTION 9 -  EXHIBITS.

(c)  Exhibits

10.01:  Resignation letter for Christopher Scheive.

10.02:  Consent to Act as a Director for Matt Kelly.

10.03:  Consent to Act as an Officer for Matt Kelly.

10.04:  Consent to Act as an Officer for Jaclyn Cruz.

10.05:  Shares for debt agreement.

10.06:  Shares for debt agreement.

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:  December 20, 2010

/s/: Jaclyn Cruz

By:       Jaclyn Cruz, President

EX-10.01

EXHIBIT 10.01

LEGACY WINE & SPIRITS INTERNATIONAL LTD.
(the “Company”)

Officer and Director Resignation

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

Dated:  

December 22, 2010

/s/: Christopher Scheive

Christopher Scheive

EX-10.02

EXHIBIT 10.02                                                                             

LEGACY WINE & SPIRITS INTERNATIONAL LTD.

(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:	December 20, 2010
Print name:	Matt Kelly
Address:	123 Van Horn Avenue Holbrook, New York 11741
Signature	/s/: Matt Kelly

EX-10.03

EXHIBIT 10.03

LEGACY WINE & SPIRITS INTERNATIONAL LTD.

(the “Company”)

CONSENT TO ACT AS OFFICER

I hereby consent to act as Secretary, Treasurer and Chief Financial Officer 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	December 20, 2010
Print name	Matt Kelly
Address	123 Van Horn Avenue Holbrook, New York 11741
ignature	/s/: Matt Kelly

EX-10.04

EXHIBIT 10.04

LEGACY WINE & SPIRITS INTERNATIONAL LTD.

(the “Company”)

CONSENT TO ACT AS OFFICER

I hereby consent to act as a President and Chief Executive Officer 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	December  20, 2010
Print name	Jacyln Cruz
Address	P.O. Box 63 Farmingville, New York 11738
Signature	/s/: Jaclyn Cruz

EX-10.05

EXHIBIT 10.05

LEGACY WINE & SPIRITS INTERNATIONAL LTD.

Private Placement Subscription Agreement

Name of Purchaser	Golden Spirit Enterprises Ltd.      (the “Purchaser”)
Address	1802 Goya Street
City	Jonquiere
Province	Quebec
Country	Canada
Postal Code	G7Z 1C3
Date	November 15, 2010
Payment Method	Conversion of Debt

# Shares Purchased

         2,627,440   x  US $0.05      =        $    131,372__

(the “Shares”)                                Subscription Price

/s/ Christopher Scheive                            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 Organa Gardens International Inc.

        By: /s/ Jaclyn Cruz                                                Date: December 8, 2010

              Jaclyn Cruz, 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 Organa Gardens International Inc.., 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. 541-702 Kentucky St. Bellingham, WA, 98225     

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

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EX-10.06

EXHIBIT 10.06

LEGACY WINE & SPIRITS INTERNATIONAL LTD.

Private Placement Subscription Agreement

Name of Purchaser	Organa Gardens International Inc.      (the “Purchaser”)
Address	1802 Goya Street
City	Jonquiere
Province	Quebec
Country	Canada
Postal Code	G7Z 1C3
Date	November 15, 2010
Payment Method	Conversion of Debt

# Shares Purchased

         2,627,440   x  US $0.05      =        $    131,372__

(the “Shares”)                                Subscription Price

/s/ Christopher Scheive                            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 Organa Gardens International Inc.

        By: /s/ Jaclyn Cruz                                                Date: December 8, 2010

              Jaclyn Cruz, 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 Organa Gardens International Inc.., 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. 541-702 Kentucky St. Bellingham, WA, 98225     

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

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