Current Report Filing (8-k)
September 02 2016 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
August 31, 2016
Legacy
Ventures International, Inc.
(Exact
name of small business issuer as specified in its charter)
Nevada
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30-0826318
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(State
or other jurisdiction of
incorporation or organization)
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|
(IRS
Employer
Identification No.)
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2215-B
Renaissance Drive, Las Vegas, Nevada 89119
(Address
of principal executive offices)
(702)
430-2850
(Issuer’s
telephone number)
1-800-918-3362
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
August 31, 2016, we entered into a group of transactions related to our subsidiary, RM Fresh Brands, Inc. (“RM”).
In order to fund the ongoing operation and further development of RM, we 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, our ownership percentage of the company has been reduced to twenty percent (20%). In addition, we entered
into a new Shareholder Agreement with RM, under which our shares in RM are subject to certain restrictions on transfer until such
time as we declare a shareholder dividend of our RM shares following a going public transaction by RM, or in the alternative,
for one (1) year after RM completes a going public transaction. The Shareholder Agreement is filed herewith as Exhibit 10.1 and
should be reviewed in its entirety for additional information.
Further,
we 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. We then assigned the note to an investor in RM in exchange for $3,000. Finally, we
entered into a mutual Release agreement with RM. Under the Release, we released and discharged all liabilities owed to us by RM
(with the exception of the Demand Promissory Note). RM in turn released us of all liabilities owing to RM and released us all
ongoing contractual and financial responsibilities to RM, including our contractual obligation to further fund management fees
or other expenses to be incurred by RM.
SECTION
9 –
Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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10.1
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Shareholder
Agreement
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10.2
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Release
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10.3
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Demand
Promissory Note
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10.4
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Assignment
Agreement
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99.1
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Press
Release
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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 hereunto duly authorized.
Legacy
Ventures International, Inc.
/s/ Evan
Clifford
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Evan
Clifford, CEO
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September 1, 2016
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