UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from _______ to ______
Commission
File Number
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction of |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| (Do not check if smaller reporting company) | Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
As of November 6, 2023, there were outstanding shares of the registrant’s common stock, $0.0001 par value per share
TABLE OF CONTENTS
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q
The Interim Condensed Financial Statements of the Company are prepared as of September 30, 2023
CONTENTS
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LEGACY VENTURES INTERNATIONAL, INC.
INTERIM CONDENSED BALANCE SHEETS
(unaudited)
(Express in United States Dollars (“US dollars”), except for number of shares)
| Note | September 30, 2023 | June 30, 2023 | ||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash | $ | $ | ||||||||
| Prepayment | ||||||||||
| Total assets | $ | $ | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | 4 | $ | $ | |||||||
| Advances from a shareholder | 4 | |||||||||
| Total liabilities | $ | $ | ||||||||
| Stockholders’ deficiency | ||||||||||
| Preferred Stock, $ par value; shares authorized: Preferred Stock – shares issued and outstanding September 30, 2023, and June 30, 2023 | 6 | $ | $ | |||||||
| Common Stock, $ par value; shares authorized: Common Stock – shares issued and outstanding September 30, 2023 and June 30, 2023 | 6 | |||||||||
| Additional paid in capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Total stockholders’ deficiency | ( | ) | ( | ) | ||||||
| Total liabilities and stockholders’ deficiency | $ | $ | ||||||||
| Going Concern | 2 | |||||||||
| Subsequent events | 7 | |||||||||
See accompanying notes to the unaudited interim condensed financial statements
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LEGACY VENTURES INTERNATIONAL, INC.
INTERIM CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
(Express in United States Dollars (“US dollars”), except for number of shares)
For the three months ended September 30, | ||||||||||
| Note | 2023 | 2022 | ||||||||
| Operating expenses | ||||||||||
| Professional fees | $ | $ | ||||||||
| Other general and administration expenses | ||||||||||
| Loss from operations | ( | ) | ( | ) | ||||||
| Other expenses | ||||||||||
| Bank charges and other | ( | ) | ||||||||
| Total other expenses | ( | ) | ||||||||
| Loss before taxes | ( | ) | ( | ) | ||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - basic and diluted | 5 | $ | ) | $ | ) | |||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||
See accompanying notes to the unaudited interim condensed financial statements
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LEGACY VENTURES INTERNATIONAL, INC.
INTERIM CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
(unaudited)
(Express in United States Dollars (“US dollars”), except for number of shares)
For the three months ended September 30, 2022
| Common Stock | ||||||||||||||||||||||
| Note | Number of Shares | Amount | Additional paid in capital | Deficit | Total | |||||||||||||||||
| June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||
| September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
For the three months ended September 30, 2023
| Common Stock | ||||||||||||||||||||||
| Note | Number of Shares | Amount | Additional paid in capital | Deficit | Total | |||||||||||||||||
| June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||
| September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||
See accompanying notes to the unaudited interim condensed financial statements
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LEGACY VENTURES INTERNATIONAL, INC.
INTERIM CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(Express in United States Dollars (“US dollars”), except for number of shares)
For the three months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in non-cash operating assets and liabilities | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Advances from a shareholder | ||||||||
| Net cash flows provided by financing activity | ||||||||
| Decrease in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Cash payments for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
See accompanying notes to the unaudited interim condensed financial statements
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LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(unaudited)
(Express in United States Dollars (“US dollars”), except for number of shares)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Legacy Ventures International, Inc. (“Legacy” or the “Company”), was incorporated on March 4, 2014 under the laws of the State of Nevada. The Company currently has no ongoing operations except for the incurring of general and administrative expenditures.
NOTE 2 – GOING CONCERN AND BASIS OF PRESENTATION
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. As of September 30, 2023, the Company has a working capital deficiency
of $
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies have not changed from the year ended June 30, 2023.
The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10–Q and Rule 10 of Regulation S–X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these unaudited condensed interim financial statements. These unaudited condensed interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended June 30, 2023, as filed with the SEC on September 28, 2023. Operating results for the three months ended September 30, 2023, are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending June 30, 2024.
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LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
NOTE 4 – RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES
For the three months ended September 30, 2023, there is an advance from a shareholder of $. For the three months ended September 30, 2022, there was related party transactions. The Company was advanced funds by a shareholder. The funds were used to pay certain professional fees including auditors and accountants. The balance is non-interest bearing and due on demand. As of September 30, 2023 and June 30, 2023, there were a balance of $ and $ due to the shareholder, respectively.
The Company follows ASC Topic 260 to account for the income (loss) per share. Basic income (loss) per common share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents (if dilutive) outstanding. All dilutive common share equivalents were anti-dilutive for the three months ended September 30, 2023 and 2022.
NOTE 6 - COMMON AND PREFERRED STOCK TRANSACTIONS
As of September 30, 2023, the Company was authorized to issue of preferred stock, with a par value of $ and of common stock, with a par value of $.
There were no common stock transactions for the three months ended September 30, 2023 and 2022.
As of September 30, 2023, and June 30, 2023, the Company had common stock issued and outstanding.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023 up through the date the Company issued the financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. The Company’s actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.
Plan of Operation
Legacy Ventures International, Inc. (“Legacy” or the “Company”), was incorporated on March 4, 2014 under the laws of the State of Nevada. The Company currently has no ongoing operations except for the incurring of general and administrative expenditures.
On October 14, 2021, as a result of a private transactions, 286,720 shares of common stock, $0.0001 par value per share (the “Shares”) of the Company, were transferred from Peter Sohn to Ying Feng LAI, Wei TJONG, Pak Hong WAN, Johnathan Chung Hon CHOI, Chi Hung YEUNG, and Hau Ming CHOW (together, the “Purchasers”). As a result, the Purchasers became holders of approximately 91% of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholders.
Liquidity and Capital Resources
As of September 30, 2023, the Company’s primary source of liquidity consisted of $1,351 (June 30, 2023 - $2,187) in cash and prepayment. The Company financed its operations through a combination of advances from a shareholder.
The Company has sustained net losses which have resulted in a total stockholders’ deficiency at September 30, 2023, and is currently experiencing a shortfall in operating capital which raises substantial doubt about the Company’s ability to continue as a going concern. The Company anticipates a net loss for the year ending June 30, 2024 and with the expected cash requirements for the coming months, without additional cash inflows from a corporate transaction, there is substantial doubt as to the Company’s ability to continue operations.
We may seek to secure additional debt or equity capital to finance substantial business development initiatives. There is presently no agreement in place with any source of financing for the Company and there can be no assurance that the Company will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business, and may cause the Company to cease operations. Consequently, shareholders could incur a loss of their entire investment in the Company.
Net Cash Used in Operating Activities
During the three months ended September 30, 2023, cash used in operations was $9,836 and $16,561 for the three months ended September 30, 2022, respectively. Cash used in operating activities was primarily the result of net loss from operations and settlement of accrual liabilities.
Net Cash Used in Investing Activities
There was no cash used in or provided by investing activities for the three months ended September 30, 2023 and 2022.
Net Cash Provided by Financing Activity
There was cash provided by financing activity of $9,000 for the three months ended September 30, 2023, as a result of the advances from a shareholder.
There was no cash used in or provided by financing activities for the three months ended September 30, 2022.
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Results of Operations
For the three months ended September 30, 2023
Operating expenses. Operating expenses for the three months ended September 30, 2023, was $6,744 compared with $9,667 for the three months ended September 30, 2022. Operating expenses were similar in both period which arise from auditor, transfer agent and consultant.
Other expenses. There were no other expenses the three months ended September 30, 2023. There were other expenses of $146 for the three months ended September 30, 2022.
Net loss. Net loss for the three months ended September 30, 2023, was $6,744, compared with net loss of $9,813 for the three months ended September 30, 2022.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Personnel
The Company has no full-time employees, but utilizes other project-based contract personnel to carry out the Company’s business. We utilize contract personnel on a continuous basis, primarily in connection with the filing of reports with the Securities and Exchange Commission which require a high level of specialization for one or more of the service components offered.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Required.
Item 4. Controls and Procedures.
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this Quarterly Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report were ineffective due to a lack of segregation of duties, due to limited administrative and financial personnel and related resources and as the Company only has one director.
Changes in Internal Control over Financial Reporting
There have been no significant changes in the Company’s internal controls over financial reporting that occurred during the period ended September 30, 2023, that have materially or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any legal proceedings, and to the best of our knowledge, no such proceeding is threatened, the results of which would have a material impact on the Company’s properties, results of operations, or financial condition. Nor, to the best of our knowledge, are any of the Company’s officers or directors involved in any legal proceedings in which we are an adverse party.
Item 1A. Risk Factors
Since we are a smaller reporting company, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
The following exhibits are filed with or incorporated by reference in this report:
| Item No. | Description | |
| 31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hoi Sau KOO. | |
| 32.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hoi Sau KOO. | |
| 101* | Inline XBRL Report | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* filed herewith
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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 its behalf by the undersigned, thereunto duly authorized.
| LEGACY VENTURES INTERNATIONAL, INC. | ||
| Date: November 6, 2023 | By: | /s/ Hoi Sau KOO |
| Name: | Hoi Sau KOO | |
| Title: | Chief Executive Officer, Chief Financial Officer | |
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