The Interim Condensed Financial Statements of the
Company are prepared as of March 31, 2021
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. To date the Company
has not experienced any impacts as a result of COVID-19.
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 December
31, 2020, has a working capital deficiency of $310,903 (June 30, 2020 - $255,780), and an accumulated deficit of $6,705,706 (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’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 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 and nine months ended March 31, 2021, are not
necessarily indicative of the results that may be expected for any subsequent quarter 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 March 31, 2021 and 2020, was $2,339 and $2,364, respectively. Interest expense for the nine
months ended March 31, 2021 and 2020, was $7,121 and $3,674.
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 March 31, 2021 and 2020, was $2,339 and $496, respectively. Interest expense for the nine months ended March 31,
2021 and 2020, was $5,769 and $791.
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. Interest expense for
the three and nine months ended March 31, 2021, was $641 and $1,289, 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 March 31, 2021 and 2020, was $238 and $231, respectively. Interest expense for the nine
months ended March 31, 2021 and 2020, was $717 and $691, respectively. As at March 31, 2021, 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.
As at March 31, 2021 the Company had interest payable
of $26,790 on the secured promissory notes and convertible notes (June 30, 2020 - $11,894).
LEGACY VENTURES INTERNATIONAL, INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL
STATEMENTS
(Expressed in US dollars)
(Unaudited)
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 and nine months ended March 31,
2021 and 2020, was $3,000 and $9,000 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 March 31, 2021, 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
and nine months ended March 31, 2021 and 2020.
As at March 31, 2021, and June 30, 2020, the Company
had 315,064 common stock issued and outstanding.