Current Report Filing (8-k)
July 14 2017 - 6:04AM
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):
July 7, 2017
Legacy
Ventures International, Inc.
(Exact name of registrant as specified in its charter)
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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1382
Valencia Ave., Suite F
Tustin,
CA 92780
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(Address of Principal
Executive Offices)
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(949)
260-8070
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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
disclosures set forth in Item 5.01 below are incorporated by reference into this Item 2.03.
Item 5.01
Changes
in Control of Registrant.
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 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.
In
addition, on June 28, 2017, Raheen 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.
Also
on June 28, 2017, the board of directors of the Company acknowledged the $20,000 of third party (unaffiliated) debt held by two
lenders which is and has been included in the Company’s filed and audited financial statements, and extended the repayment
terms of the previously demand debt obtained the waiver of potential fees and penalties and granted conversion rights. As a result,
the Company issued convertible promissory notes to the holders in the aggregate principal amount of $20,000 which in the aggregate
allow the debt to be converted into a maximum of 25% of the issued and outstanding shares of the Company. The notes are assignable
at the option of the holders. In connection with the transactions described herein, debt held by Rehan Saeed was cancelled and
waived.
Item 5.02
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(a)
Resignation of Directors
The
disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(a).
There
were no disagreements between Mr. Saeed and us or any officer or director of the Company.
(b)
Resignation of Officers
The
disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(b).
(c)
Appointment of Directors
The
disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(c).
(d)
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:
Randall
Letcavage – Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board of Directors
Mr.
Letcavage was named Chairman, President, Chief Executive Officer, and Chief Financial Officer of the Company on June 28, 2017.
Mr. Letcavage is also Chairman, President, Chief Executive Officer, and Chief Financial Officer of Premier Holding Corporaiton,
since July 5, 2012. Prior to this he was employed as a consultant by Capital Finance LLC. He brings in excess of 25 years plus
of business experience specializing in the financial markets and business consulting and green energy/clean technology. For the
past 20 years Mr. Letcavage has been an investment banker widely recognized for individual achievements as well as his role of
Founder, Officer and Director of the iCapital Group that includes iCapital Finance Inc, iCapital Advisory LLC and iCap Development
LLC (A National “CDE” Community Development Entity – Certified by the U.S Treasury Department). Mr. Letcavage
has also held executive positions, invested, and/or operated numerous businesses including related companies in “Power Generation
and Power Reduction” – CEO of Ciralight Global Inc, CEO of Green Central Holdings, Consultant and second largest shareholder
of publicly traded PRHL which operates Energy Efficiency Experts (E3). Letcavage had been successful in many areas additionally
providing capital to healthcare companies. Mr. Letcavage personally acted as an advisor to municipalities leading millions in
industrial bond transAuthorized Shares Increase, while also advising the National Conference of Black Mayors (NCBM; over 800 members
all of whose cities may one day be able to offer deregulated power services). Mr. Letcavage served as the Managing Director of
NC Capital Markets and as Vice President of The National Capital Companies, Inc. (directing the daily operations of most of its
subsidiaries). Mr. Letcavage was formerly the CEO and a majority owner of Capital Access Group. Prior to Capital Access, Mr. Letcavage
founded and/or managed several asset management firms, including Valley Forge Capital Holdings and the Marshall Plan, LLC that
directed and/or co-managed over $3 billion in assets with former renowned CALPERS (California Pension & Retirement Systems)
Manager, Greta Marshall. Prior to Valley Forge, Mr. Letcavage founded Security America, Inc., an asset management firm based in
Grosse Pointe, Michigan. Mr. Letcavage worked with Prudential-Bache running a Joint Venture ―High Net Worth Group (a/k/a
Security American, Inc.).
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.
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Legacy Ventures International, Inc.
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Date:
July 12, 2017
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By:
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/s/
Randall Letcavage
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Name:
Randall Letcavage
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Title:
Chief Executive Officer
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