The Interim Condensed Financial Statements
of the Company are prepared as of March 31, 2019.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
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. Since September 15, 2015,
the Company operated through a wholly-owned subsidiary RM Fresh Brands Inc. (“RM Fresh”), who services food and beverage
retailers and distributors who are looking for innovative, trend-setting products across North America and in international markets.
With a focus on sustainable, category changing consumables, RM Fresh acquired the rights to distribute an extensive portfolio
of highly desirable brands, including Boxed Water, Cleansify, Uncle Si’s Iced Tea, Chef 5-Minute Meals, Gurkha Cigars, Shimla
Foods, Aloe Gloe and Arriba Horchata. Through a network of sub-distribution partners across Canada, RM Fresh provides national
product distribution and brokerage services. RM Fresh has an emerging focus on the United States and Middle East through the establishment
of sub-distribution partners.
On August 31, 2016, in order to fund the
ongoing operation and further development of RM, the Company consented to new third party investments into RM in the
approximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed by RM. As result of these
new investments into RM, the Company’s ownership percentage of the company was reduced to twenty percent (20%). In
addition, the Company entered into a new Shareholder Agreement with RM, under which the shares in RM owned by the Company are
subject to certain restrictions on transfer until such time as the Company declares a shareholder dividend of the
Company’s RM shares following a going public transaction by RM, or in the alternative, for one (1) year after RM
completes a going public transaction. Further, the Company disposed of an inter-company liability owed to us by RM in the
amount of CDN$166,961.70. The liability was documented under a Demand Promissory Note issued to us by RM. The Company then
assigned the note to an investor in RM in exchange for $3,000. Finally, the Company entered into a mutual Release agreement
with RM. Under the Release, the Company released and discharged all liabilities owed to us by RM (with the exception of the
Demand Promissory Note). RM in turn released the Company of all liabilities owing to RM and released us all ongoing
contractual and financial responsibilities to RM, including the Company’s contractual obligation to further fund
management fees or other expenses to be incurred by RM.
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
On June 28, 2017, Randall Letcavage entered
into a stock purchase 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 as of such date, from Rehan Saeed, the previous
majority shareholder of the Company (the “Purchase Agreement”). The Purchase Agreements were fully executed and delivered,
and the transaction consummated as of and at July 7, 2017. Consequently, Mr. Letcavage was able to unilaterally control the election
of the Company’s Board of Directors, all matters upon which shareholder approval is required and, ultimately, the direction
of the Company.
In addition, on June 28, 2017, Rehan Saeed
submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President,
effective on the 10th day following the filing of a Schedule 14f-1 with the U.S. Securities and Exchange Commission. On June 28,
2017, Randall Letcavage was appointed as Chief Executive Officer, Chief Financial Officer, Director, effective immediately.
On June 28, 2017, the Company entered into
a non-binding letter of intent to enter into a business combination with Nexalin Technology, Inc., a Nevada corporation (“Nexalin”).
On June 6, 2018, 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.
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, Mr. Sohn accepted the appointments
as Chief Executive Officer and Chief Financial Officer and Director of the Company.
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 the Company’s Board of Directors, all matters upon which shareholder approval is
required and, ultimately, the direction of the Company.
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
Share Exchange Agreement and Subscriptions
Effective September 11, 2017 (the “Closing
Date”), Legacy Ventures International, Inc., (the “Company”) entered into a certain Share Exchange Agreement
(the “Share Exchange Agreement”), dated as of September 1, 2017, by and among the Company, Nexalin and shareholders
of Nexalin holding a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”).
Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of Nexalin held by the Nexalin
Shareholders for units (the “Units”) consisting of an aggregate of approximately 25,000,000 newly issued shares of
the Common Stock, $0.001 par value, of the Company and warrants (the “Warrants”) to purchase an aggregate of approximately
25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company. The warrants are two-year warrants exercisable
at the end of one year for exercise prices between $1.50 and $1.75 per share, payable in cash. The warrants must be promptly exercised,
and subject to forfeiture if not so exercised, if the Company’s shares achieve a trading price of $3.00 or more for 30 consecutive
days. At the Closing Date, the Company approved the issuance of approximately 15,500,000 shares of common stock to the Nexalin
shareholders, together with warrants for the purchase of an additional 15,500,000 shares and reserved approximately 9,500,000 additional
shares, together with the related warrants, for the issuance to remaining Nexalin shareholders who are expected to execute and
deliver the Share Exchange Agreement, including approximately 1,100,000 shares and related warrants issuable immediately to consultants
in connection with the transactions contemplated by the Share Exchange Agreement. On September 15, 2017, Legacy Ventures International,
Inc., (the “Company”), filed a Current Report on Form 8-K (the “09/15/17 Form 8K”) announcing that effective
September 11, 2017 (the “Closing Date”), the Company, on the one hand, and Nexalin Technology, Inc., a Nevada corporation
(“Nexalin”), and shareholders of Nexalin holding a majority of the issued and outstanding shares of Nexalin common
stock (the “Nexalin Shareholders”), on the other hand, entered into a Share Exchange Agreement (the “Share Exchange
Agreement”), dated as of September 1, 2017. In the Share Exchange Agreement the Company agreed to issue units in exchange
for all the outstanding equity stock of Nexalin held by the Nexalin Shareholders. The “Units” were to consist of an
aggregate of approximately 25,000,000 newly issued shares of the Company’s Common Stock, $0.001 par value, and warrants (the
“Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Company’s Common
Stock, $0.001 par value.
On November 29, 2017, the Company filed an
amendment to its 09/15/17 Form 8-K (the “11/29/17 Amended Form 8K”) announcing that the “Closing Date”
as defined in the Share Exchange Agreement was September 30, 2017, and, further, that as of the date of the of the 11/29/17 Amended
Form 8K, the holders of approximately 90% of the equity securities of Nexalin had exchanged their shares into shares of the Company’s
Common Stock.
On December 26, 2017, the Company filed a Current Report on Form
8K (the “12/26/17 Form 8K”) announcing that on December 21, 2017, the Company’s sole officer and director, Randy
Letcavage, who was at the time Nexalin’s sole officer and director, resigned all officer and director positions with the
Company and Nexalin. It was also announced that Mark White was appointed as the Interim Chief Executive Officer and Interim Chief
Financial Officer of both the Company and Nexalin. Finally, it was announced that Rick Morad was appointed as the sole director
of the Company and Nexalin.
On February 1, 2018, the Company filed a Current Report on Form
8K (the “02/01/18 Form 8K”) announcing that Mark White was appointed as a Company director.
On February 28, 2018, the Company filed a Current Report on Form
8K (the “02/28/18 Form 8K”) wherein the Company filed (i) the Nexalin audited financial statements for the twelve months
ended June 30, 2017 and 2016; (ii) the Nexalin unaudited financial statements for the three months ended September 30, 2017 and
2016; and (iii) the Nexalin unaudited condensed pro forma financial statements for the Company for the twelve months ended June
30, 2017 and as of and for the three months ended September 30, 2017.
On March 30, 2018, the Company filed a Current Report on Form 8K
(the “03/30/18 Form 8K”) announcing the appointment of Dr. Benjamin V. Hue as a director of the Company.
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
Notwithstanding the disclosure made in the 09/15/17 Form 8K and
the11/29/17 Amended Form 8K, the consummation of the acquisition of Nexalin was subject to a number of contractual conditions and
legal requirements. These included:
|
|
(i)
|
all representations and warranties of the Company contained in the Share Exchange Agreement were to be true in all material respects;
|
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(ii)
|
the Company was to have performed and complied in all material respects with all covenants and agreements required by the Share Purchase Agreement;
|
|
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(iii)
|
the Company was to obtain all material consents, approvals and authorizations required to be obtained and make all filings required to be made by the Company for the authorization and consummation of the Share Purchase Agreement;
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(iv)
|
Nexalin and the Nexalin Shareholders were to be given the opportunity to initiate and complete their legal, accounting and business due diligence of the Company and the results were to be satisfactory to Nexalin and the Nexalin Shareholders in their sole and absolute discretion;
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(v)
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the Units, which included the Company Common Stock and Warrants, were to be delivered to the Nexalin Shareholders within five (5) business days following the Closing of the Share Exchange Agreement. The Company was also required to take any and all action required under the various state securities laws in connection with the issuance of the Units.
|
Once new management and
a new Board of Directors were in place, they conducted a review of the Company and the steps taken and to be taken to consummate
the acquisition of Nexalin. After the due diligence review was performed, including legal, accounting and business investigations
of the Company, the new management and new Board of Directors became aware of a series of issues that put into question whether
there had been or could be completion of the acquisition transaction and that put into issue whether past actions by the Company
complied with applicable legal requirements and better business practice. After performing this due diligence review, the
new Board of Directors determined that many of the requirements of and pre-conditions to the Share Exchange Agreement were not
completed and condition of the Company was not satisfactory to accomplish the objectives of the Share Exchange Agreement.
After careful consideration, the current management and Board of
Directors believe that the previously announced share exchange, in fact, had not closed, and because of the many issues identified
in its due diligence review, some of which cannot ever be satisfied or adequately remedied, it considers that the Share Exchange
Agreement is null and void
ab initio
.
It is the opinion of current management and the current Board of
Directors, based on the nullity of the Share Exchange Agreement, that Nexalin never was and is not now a wholly owned subsidiary
of the Company.
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
NOTE 2 – GOING CONCERN AND BASIS OF PRESENTATION
The Company’s unaudited interim condensed
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. During the current period, the Company has incurred frequent losses from operations
and as at March 31, 2019, an accumulated deficit. Further, as explained in Note 1, on August 31, 2016, the Company’s ownership
percentage of RM Fresh has been reduced to 20%. The Company’s continued existence is dependent upon its ability to continue
to execute its operating plan and to obtain additional debt or equity financing. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. There can be no assurance that the necessary debt or equity financing
will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its
obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business,
the net realizable value of its assets may be materially less than the amounts recorded in the interim condensed financial statements.
The interim condensed financial statements do not include any adjustments relating to the recoverability of recorded asset amounts
that might be necessary should the Company be unable to continue in existence.
The accompanying unaudited interim financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements
and notes thereto contained in the Company's annual report filed with the SEC on Form 10-K for the year ended June 30, 2018.
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods presented have been reflected herein. Operating
results for the three and nine months ended March 31, 2019, are not necessarily indicative of the results to be expected for the
year ending June 30, 2019. Notes to the interim condensed financial statements which would substantially duplicate the disclosures
contained in the audited financial statements for the year ended June 30, 2018, as reported in Form 10-K have been omitted.
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, 2018 with the exception of the accounting change discussed below.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In November 2015, the FASB issued ASU No. 2015-17,
"Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified
on the Company’s Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU
No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The adoption of this standard did not have any
impact on the balance sheet or results of operations from adopting this standard.
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This
ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting
model for financial instruments to provide users of financial statements with more decision-useful information. The adoption of
this standard did not have any impact on the balance sheet or results of operations from adopting this standard.
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
NOTE 4 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
The
Company follows ASC Topic 260 to account for the net income (loss) per share. Net 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 year. Diluted earnings (loss) per common share calculations are determined by dividing net income by the weighted
average number of common shares and dilutive common share equivalents outstanding. Net income for the purposes of calculating
the diluted EPS was $4,629, for the nine months ended March 31, 2019. Diluted earnings per share and weighted average common shares
outstanding – diluted, for the nine months ended March 31, 2019, reflects the conversion of the Unsecured Promissory Notes
(see Note 5 for additional details). All dilutive common share equivalents were anti-dilutive for the three months ended March
31,2019 and the three and nine months ended March 31 2018.
NOTE 5 – SECURED PROMISSORY AND CONVERTIBLE PROMISSORY
NOTES
Secured Promissory Note
On December 2,
2018, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note
has an aggregate principal amount of $50,000, and is payable on December 2, 2019 (the "Maturity Date"), and bears an
interest rate of 4% per
annum. The amount
owing under the Secured Note is secured by the assets of the Company. The note may be converted, the terms of which are to be negotiated
between the Company and the note holder. Interest expense for the three and nine months ended March 31, 2019, was $493 and $652,
respectively.
Convertible Promissory Note
On September 11, 2017, the Company issued a
Convertible Promissory Note ("Convertible Note") to an accredited investor. The Convertible Note has an aggregate
principal amount of $500,000, and was payable on September 11, 2018 (the "Maturity Date"), and bore an interest rate
of 4% per annum, with an interest rate of 18% per annum if the Convertible Note was not repaid by the Maturity Date. The
holder could have converted the Convertible Note at any time up to the Maturity Date into shares of the Company's common stock
at a conversion price equal to $1.00 per share. The Company could have prepaid the Convertible Note prior to the Maturity
Date and/or the date of conversion without penalty upon receiving the written consent of the holder. As the conversion feature
was not separable, it had been reflected on the balance sheet. Interest expense for the three months and nine months ended March
31, 2019, was $nil and $29,580, respectively. Interest expense for the three and nine months ended March 31, 2018, was $4,932 and
$11,014, respectively.
The Convertible Note payable contained a beneficial
conversion feature. As a result, the Company recognized a nominal value for the Convertible note, at the September 11, 2017 issuance
date, the balance of which was accreted to the face value at the effective interest rate. Accretion expense for the three months
ended March 31, 2019 and 2018 was $nil and $1,618, respectively. Accretion expense for the nine months ended March 31, 2019 was
$467,575 and $1,708, respectively. The difference between the nominal value ascribed to the Convertible Note on issuance of $499,999
and the face value was recorded in Additional Paid In Capital.
Promissory Note Receivable
On September 11, 2017, the Company received
a Promissory Note ("Promissory Note") from Nexalin Technology, Inc. The Promissory Note has an aggregate principal
amount of $500,000 and is payable on December 31, 2017 (the "Maturity Date"), and bears an interest rate of 4% per annum.
Interest income for the three months ended March 31, 2019 and 2018, was $nil and $4,932, respectively and $nil and $11,014, respectively
for the nine months ended March 31, 2019 and 2018. On April 11, 2018, the Company determined that the promissory note receivable
and the accrued interest thereon was impaired.
On December 18, 2018, the Company entered into
an assignment agreement with the holder of the Convertible Note, whereby, the Promissory Note was assigned the Convertible Note
holder in exchange for the waiver and cancellation of the Convertible Note. As a result, the Company recognized a gain of $545,580
for the nine months ended March 31, 2019, which was the carrying value of the Convertible Note and the accrued interest payable
thereon at the time the assignment agreement was entered into.
Unsecured Promissory Notes
On June 28, 2017 the Company issued $20,000
of unsecured convertible promissory notes (“Notes”). The Notes matured on June, 27, 2018, and bear interest at a rate
of 8% per annum. The Notes are convertible into the Common Stock of the Company at a fixed conversion rate of $0.75 per share at
any time prior to the maturity date. The Company evaluated the terms and conditions of the Notes under the guidance of ASC 815,
Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional
convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement.
The instrument was convertible into a fixed number of shares and there were no down round protection features contained in the
contracts. The Company was required to consider whether the hybrid contracts embodied a beneficial conversion feature (“BCF”).
The calculation of the effective conversion amount resulted in a BCF because the fair value of the conversion was greater than
the Company’s stock price on the date of issuance and a BCF was recorded in the amount of $20,000 and accordingly the amount
of $20,000 was credited to Additional Paid in Capital. The BCF which represents debt discount is accreted over the life of the
loan using the effective interest rate. Accretion expense for the three months ended March 31, 2019 and 2018, was $nil and $4,493,
respectively and $nil and $6,816, respectively for the nine months ended March 31, 2018, and 2017, respectively. Interest expense
for the three months ended March 31, 2019 and 2018 was $395 and $219, respectively, and $667 and $1,210 for the nine months ended
March 31, 2019 and 2018, respectively. As at March 31, 2019, the carrying value of the notes were $20,000 (June 30, 2018 - $20,000).
No cash was paid for principal and interest
for the above mentioned notes to date.
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
NOTE 6 –ADVANCES FROM THIRD PARTY
During the nine months ended March
31, 2019 and 2018, the Company was advanced $nil and $22,925, by a third party.
The
funds were used to pay certain professional fees including auditors, and accountants. The Company is currently in the process of
negotiating with the third party with respect to settlement of the amount advanced.
NOTE 7 - COMMON AND PREFERRED STOCK TRANSACTIONS
COMMON STOCK - AUTHORIZED
As at March 31, 2019, the Company was authorized
to issue 10,000,000 of preferred stock, with a par value of $0.0001 and 100,000,000 of common stock, with a par value of $0.0001.
There were no common stock transactions which
resulted in the issuance of shares in the common stock of the Company for the three and nine month ended March 31, 2019 and 2018.