The Interim Condensed Financial Statements
of the Company are prepared as of September 30, 2020
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 The Company currently has
no ongoing operations except for the incurring of general and administrative expenditures.
On August 9, 2018, the former 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.
On December 17, 2018, the former of 91% of
the outstanding shares of common stock of the Company 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 the Company.
Covid-19
The outbreak of the novel strain of coronavirus,
specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat
the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social
distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have
experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal
interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time,
as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity
of these developments and the impact on the financial results and conditions of the Company in future periods.
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 recurring losses from operations
and as at September 30, 2020, has a working capital deficiency of $273,993 (June 30, 2020 - $255,780), and an accumulated deficit
of $6,668,796 (June 30, 2020 - $6,650,583). 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 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 unaudited interim condensed financial statements. The
unaudited 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.
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, 2020.
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, 2020, as filed with the SEC on October 13, 2020. Operating
results for the three months ended September 30, 2020 are not necessarily indicative of the results that may be expected for any
subsequent quarters or for the year ending June 30, 2021.
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
NOTE 4 – SECURED PROMISSORY AND CONVERTIBLE 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
and a default interest rate of 18% per annum. The amount owing under the Secured Note is secured by the assets of the Company.
The Secured Note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the
Company and the note holder. Interest expense for the three months ended September 30, 2020 and 2019 was $2,391 and $504, respectively.
On September
6, 2019, 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 September 6, 2020 (the "Maturity Date"), and bears an
interest rate of 4% per annum and a default
interest rate of 18% per annum. The amount owing under the Secured Note is secured by the assets of the Company. The note
may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the Company and the
note holder. Interest expense for the three months ended September 30, 2020 and 2019, was $1,039 and nil, respectively.
Unsecured Convertible Promissory Notes
On June 28, 2017 the Company issued $20,000
of unsecured convertible promissory notes (“Convertible Notes”). The notes were assigned to 5 different arm’s
length parties, each holding $4,000. The Convertible Notes matured on June 27, 2018, and bear interest at a rate of 8% per annum,
and 12% for amounts owing past the default date. The Convertible 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 Convertible 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. Interest expense for the
three months ended September 30, 2020 and 2019 was $238 and $229, respectively. As at September 30, 2020, the carrying value of
the Convertible Note was $20,000.
No amounts have been paid to date for the above
mentioned notes, nor have any of the notes been called or converted.
NOTE 5 – RELATED PARTY ADVANCES AND BALANCES, AND
ADVANCES FROM THIRD PARTIES
The Company was previously advanced funds
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. There are no prescribed terms
of repayment or rate of interest on the advances.
For the three months ended September 30,
2020 and 2019, $3,000 was paid to the Company’s sole Director and Officer, the amount expensed is in Professional fees in
the interim unaudited condensed statements of operations and compreshensive loss. There were no other related party transactions.
NOTE 6 - COMMON AND PREFERRED STOCK TRANSACTIONS
COMMON STOCK - AUTHORIZED
As at September 30, 2020, 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 in
the three months ended September 30, 2020 and 2019.
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED
FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited)
NOTE 7 - SUBSEQUENT EVENTS
On October 1, 2020, the Company issued
a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal
amount of $65,000, and is payable on October 1, 2021, (the "Maturity Date"), and bears an interest rate of 4% per annum
and a default interest rate of 18%. The amount owing under the Secured Note is secured by the assets of the Company. The
note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the Company and
the note holder.