Current Report Filing (8-k)
December 26 2018 - 3:34PM
Edgar (US Regulatory)
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 18, 2018
Legacy Ventures International, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-199040
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30-0826318
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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27 Baycliffe Rd.
Markham, ON L3R 7T9
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including
area code
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
☐
Item 5.01
Changes in Control
of Registrant.
On June 6, 2018, Legacy Ventures International,
Inc. (the “Company”) reported that Matthew Milonas entered into an agreement for the acquisition of an aggregate of
286,720 shares of Common Stock of the Company, representing approximately 91% of the issued and outstanding shares of Common Stock
of the Company (the “Shares”) as of such date, from Randall Letcavage, the majority shareholder of the Company (the
“Agreement”). However, Mr. Milonas claims that he did not fully execute and deliver the Agreement and has disclaimed
ownership of the subject shares. Mr. Letcavage will not contest Mr. Milonas’ claims and as a result, Mr. Letcavage’s
ownership of the shares did not change as disclosed. In addition,
In addition, on June 6, 2018, Mr. Milonas was
appointed as Chief Executive Officer, Chief Financial Officer, Director of the Company by Mr. Letcavage, the majority shareholder
of the Company. Mr. Milonas claims that he did not accept the appointment as Chief Executive Officer, Chief Financial Officer,
Director of the Company. As a result, the offices of Chief Executive Officer, Chief Financial Officer and Director have been vacant.
On August 9, 2018, Mr. Letcavage, as the holder
of 91% of the outstanding shares of common stock of the Company, approved the appointment of Peter Sohn as the Chief Executive
Officer and Chief Financial Officer and Director of the Company. Effective December 17, 2018, and Mr. Sohn accepted the appointments
as Chief Executive Officer and Chief Financial Officer and Director of the Company.
Also on December 17, 2018, Mr. Letcavage delivered
to Peter Sohn an agreement for the acquisition by Mr. Sohn of the Shares from Mr. Letcavage, which agreement is dated August 9,
2018, but was delivered and deemed effective on December 17, 2018 (the “Agreement”). As a result Mr. Sohn is now able
to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately,
the direction of our Company.
Item 5.02
Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Appointment of Directors
The disclosures set forth in Item 5.01 above
are incorporated by reference into this Item 5.02(c).
Appointment of Officers
The disclosures set forth in Item 5.01 above
are incorporated by reference into this Item 5.02(d).
The business background descriptions of the
newly appointed officer and directors are as follows:
Peter Sohn –
Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board of Directors
Mr. Sohn was recently the Customer Service Manager at Gay Lea Foods
from 2017 to 2018. Mr. Sohn was a Consultant on a supply chain project at Smucker Foods of Canada from 2016 to 2017. Mr.
Sohn was the Senior Manager of Customer Supply Chain at Kraft from 2012 to 2015. Mr. Sohn earned his Masters of Business
Administration from the Richard Ivey School of Business in 2001 and his Bachelor of Mechanical Engineering at Western University
in 1995.
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
hereunto duly authorized.
Legacy Ventures International, Inc.
Date: December 18, 2018
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By:
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/s/ Peter Sohn
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Name: Peter Sohn
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Title: Chief Executive Officer
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