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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2024

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to ______

 

Commission File Number 000-55849

 

LEGACY VENTURES INTERNATIONAL, INC

(Exact name of registrant as specified in its charter)

 

Nevada   30-0826318
(State or other jurisdiction of
incorporation or organization)		  

(I.R.S. Employer

Identification No.)

 

Unit 01, 82/F. International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

(Address of principal executive offices) (Zip Code)

 

+852 3960 6394

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
(Do not check if smaller reporting company) 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name on each exchange on which registered
N/A   N/A   N/A

 

As of June 14, 2024, there were 50,315,064 outstanding shares of the registrant’s common stock, $0.0001 par value per share

 

 

 

 
 

 

TABLE OF CONTENTS

 

  Page No.
PART I – FINANCIAL INFORMATION  
   
Item 1. Financial Statements 3
   
Item 2. Management’s Discussion and Analysis 10
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
   
Item 4. Controls and Procedures 11
   
PART II – OTHER INFORMATION  
   
Item 1. Legal Proceedings 12
   
Item 1A. Risk Factors 12
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
   
Item 3. Defaults Upon Senior Securities 12
   
Item 4. Mine Safety Disclosures 12
   
Item 5. Other Information 12
   
Item 6. Exhibits 12

 

2
 

 

PART I

 

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

 

The Interim Condensed Financial Statements of the Company are prepared as of March 31, 2024

 

CONTENTS

 

Interim Condensed Balance Sheets 4
   
Interim Condensed Statements of Operations and Comprehensive Income (Loss) 5
   
Interim Condensed Statements of Stockholders’ Deficiency 6
   
Interim Condensed Statements of Cash Flows 7
   
Notes to the Interim Condensed Financial Statements 8

 

3
 

 

LEGACY VENTURES INTERNATIONAL, INC.

INTERIM CONDENSED BALANCE SHEETS

(unaudited)

(Express in United States Dollars (“US dollars”), except for number of shares)

 

   Note   March 31,
2024		   June 30,
2023		 
ASSETS               
Current assets               
Cash       $842   $1,678 
Prepayment        -    509 
Total assets       $842   $2,187 
                
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY               
Current liabilities               
Accounts payable and accrued liabilities       $20,843   $38,602 
Advances from a shareholder   4    76,901    36,168 
Total liabilities       $97,744   $74,770 
                
Stockholders’ deficiency               
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized: Preferred Stock – no shares issued and outstanding March 31, 2024, and June 30, 2023   6   $-   $- 
Common Stock, $0.0001 par value; 100,000,000 shares authorized: Common Stock – 50,315,064 shares issued and outstanding March 31, 2024 and June 30, 2023   6    5,032    5,032 
Additional paid in capital        6,429,771    6,429,771 
Accumulated deficit        (6,531,705)   (6,507,386)
Total stockholders’ deficiency        (96,902)   (72,583)
Total liabilities and stockholders’ deficiency       $842   $2,187 
                
Going Concern   2           
Subsequent events   7           

 

See accompanying notes to the unaudited interim condensed financial statements

 

4
 

 

LEGACY VENTURES INTERNATIONAL, INC.

INTERIM CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)

(Express in United States Dollars (“US dollars”), except for number of shares)

 

   Note  2024   2023   2024   2023 
      For the three months ended March 31,   For the nine months ended March 31, 
   Note  2024   2023   2024   2023 
Operating expenses                       
Professional fees     $5,500   $7,665   $16,500   $27,300 
Other general and administration expenses      1,312    3,320    7,824    10,143 
Loss from operations      (6,812)   (10,985)   (24,324)   (37,443)
Other income (expenses)                       
Exchange gain      5    -    5    - 
Bank charges and other      -    -    -    (150)
Total other income (expenses)      5    -    5    (150)
Loss before taxes      (6,807)   (10,985)   (24,319)   (37,593)
Net loss income and comprehensive loss income     $(6,807)  $(10,985)  $(24,319)  $(37,593)
                        
Net loss per share - basic and diluted  5  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                        
Weighted average number of common shares outstanding – basic and diluted      50,315,064    50,315,064    50,315,064    50,315,064 

 

See accompanying notes to the unaudited interim condensed financial statements

 

5
 

 

LEGACY VENTURES INTERNATIONAL, INC.

INTERIM CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

(unaudited)

(Express in United States Dollars (“US dollars”), except for number of shares)

 

For the nine months ended March 31, 2023

 

   Note  Number of Shares   Amount   Additional paid in capital   Deficit   Total 
      Common Stock             
   Note  Number of Shares   Amount   Additional paid in capital   Deficit   Total 
June 30, 2022      50,315,064   $5,032   $6,429,771   $(6,445,507)  $(10,704)
Net loss      -    -    -    (9,813)   (9,813)
September 30, 2022      50,315,064   $5,032   $6,429,771   $(6,455,320)  $(20,517)
Net loss      -    -    -    (16,795)   (16,795)
December 31, 2022      50,315,064   $5,032   $6,429,771   $(6,472,115)  $(37,312)
Net loss      -    -    -    (10,985)   (10,985)
March 31, 2023      50,315,064   $5,032   $6,429,771   $(6,483,100)  $(48,297)

 

For the nine months ended March 31, 2024

 

      Common Stock             
   Note  Number of Shares   Amount   Additional paid in capital   Deficit   Total 
June 30, 2023      50,315,064   $5,032   $6,429,771   $(6,507,386)  $(72,583)
Net loss      -    -    -    (6,744)   (6,744)
September 30, 2023      50,315,064   $5,032   $6,429,771   $(6,514,130)  $(79,327)
Net loss      -    -    -    (10,768)   (10,768)
December 31, 2023      50,315,064   $5,032   $6,429,771   $(6,524,898)  $(90,095)
Net loss      -    -    -    (6,807)   (6,807)
March 31, 2024      50,315,064   $5,032   $6,429,771   $(6,531,705)  $(96,902)

 

See accompanying notes to the unaudited interim condensed financial statements

 

6
 

 

LEGACY VENTURES INTERNATIONAL, INC.

INTERIM CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

(Express in United States Dollars (“US dollars”), except for number of shares)

 

   2024   2023 
  

For the nine months ended

March 31,

 
   2024   2023 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(24,319)  $(37,593)
           
Changes in non-cash operating assets and liabilities          
Prepayment   509    (509)
Accounts payable and accrued liabilities   (17,759)   (2,370)
Net cash flows used in operating activities   (41,569)   (40,472)
           
CASH FLOWS FROM FINANCING ACTIVITY:          
Advances from a shareholder   40,733    21,495 
Net cash flows provided by financing activity   40,733    21,495 
           
Decrease in cash   (836)   (18,977)
Cash, beginning of period   1,678    21,017 
Cash, end of period  $842   $2,040 
           
Cash payments for:          
Interest  $-   $- 
Income taxes  $-   $- 

 

See accompanying notes to the unaudited interim condensed financial statements

 

7
 

 

LEGACY VENTURES INTERNATIONAL, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(unaudited)

(Express in United States Dollars (“US dollars”), except for number of shares)

 

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.

 

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. As of March 31, 2024, the Company has a working capital deficiency of $96,902 (June 30, 2023 - $72,583), and an accumulated deficit of $6,531,705 (June 30, 2023 - $6,507,386). 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 audited financial statements. The audited 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, 2023.

 

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, 2023, as filed with the SEC on September 28, 2023. Operating results for the nine months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending June 30, 2024.

 

8
 

 

LEGACY VENTURES INTERNATIONAL, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(Expressed in US dollars)

(Unaudited)

 

NOTE 4 – RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES

 

For the nine months ended March 31, 2024, there is an advance from a shareholder of $40,733. For the nine months ended March 31, 2023, there is an advance from a shareholder of $21,495. The Company was advanced funds by a shareholder. The funds were used to pay certain professional fees including auditors and accountants. The balance is non-interest bearing and due on demand. As of March 31, 2024 and June 30, 2023, there were a balance of $76,901 and $36,168 due to the shareholder, respectively.

 

NOTE 5 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

 

The Company follows ASC Topic 260 to account for the income (loss) per share. Basic 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 period. Diluted income (loss) per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents (if dilutive) outstanding. All dilutive common share equivalents were anti-dilutive for the nine months ended March 31, 2024 and 2023.

 

NOTE 6 - COMMON AND PREFERRED STOCK TRANSACTIONS

 

As of March 31, 2024, 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 for the nine months ended March 31, 2024 and 2023.

 

As of March 31, 2024, and June 30, 2023, the Company had 50,315,064 common stock issued and outstanding.

 

NOTE 7 - SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2024 up through the date the Company issued the financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

9
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

This report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. The Company’s actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.

 

Plan of Operation

 

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 October 14, 2021, as a result of a private transactions, 286,720 shares of common stock, $0.0001 par value per share (the “Shares”) of the Company, were transferred from Peter Sohn to Ying Feng LAI, Wei TJONG, Pak Hong WAN, Johnathan Chung Hon CHOI, Chi Hung YEUNG, and Hau Ming CHOW (together, the “Purchasers”). As a result, the Purchasers became holders of approximately 91% of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholders.

 

Liquidity and Capital Resources

 

As of March 31, 2024, the Company’s primary source of liquidity consisted of $842 (June 30, 2023 - $2,187) in cash and prepayment. The Company financed its operations through a combination of advances from a shareholder.

 

The Company has sustained net losses which have resulted in a total stockholders’ deficiency at March 31, 2024, and is currently experiencing a shortfall in operating capital which raises substantial doubt about the Company’s ability to continue as a going concern. The Company anticipates a net loss for the year ending June 30, 2024 and with the expected cash requirements for the coming months, without additional cash inflows from a corporate transaction, there is substantial doubt as to the Company’s ability to continue operations.

 

We may seek to secure additional debt or equity capital to finance substantial business development initiatives. There is presently no agreement in place with any source of financing for the Company and there can be no assurance that the Company will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business, and may cause the Company to cease operations. Consequently, shareholders could incur a loss of their entire investment in the Company.

 

Net Cash Used in Operating Activities

 

During the nine months ended March 31, 2024, cash used in operations was $41,569 and $40,472 for the nine months ended March 31, 2023, respectively. Cash used in operating activities was primarily the result of net loss from operations and settlement of accrual liabilities.

 

Net Cash Used in Investing Activities

 

There was no cash used in or provided by investing activities for the nine months ended March 31, 2024 and 2023.

 

Net Cash Provided by Financing Activity

 

During the nine months ended March 31, 2024, cash provided by financing activity was $40,733 and $21,495 for the nine months ended March 31, 2023, respectively. Cash provided by financing activity was primarily the result of the advances from a shareholder.

 

10
 

 

Results of Operations

 

For the three months ended March 31, 2024

 

Operating expenses. Operating expenses for the three months ended March 31, 2024, was $6,812 compared with $10,985 for the three months ended March 31, 2023. Operating expenses were similar in both period which arised from auditor, transfer agent and consultant.

 

Other income (expenses). Other income for the three months ended March 31, 2024, was $5. There was no other expenses the three months ended March 31, 2023.

 

Net loss. Net loss for the three months ended March 31, 2024, was $6,807, compared with net loss of $10,985 for the three months ended March 31, 2023.

 

For the nine months ended March 31, 2024

 

Operating expenses. Operating expenses for the nine months ended March 31, 2024, was $24,324 compared with $37,443 for the nine months ended March 31, 2023. Operating expenses were similar in both period which arised from auditor, transfer agent and consultant.

 

Other income (expenses). Other income for the nine months ended March 31, 2024, was $5, compared with the other expenses of $150 for the three months ended March 31, 2023.

 

Net loss. Net loss for the nine months ended March 31, 2024, was $24,319, compared with net loss of $37,593 for the three months ended March 31, 2023.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

Personnel

 

The Company has no full-time employees, but utilizes other project-based contract personnel to carry out the Company’s business. We utilize contract personnel on a continuous basis, primarily in connection with the filing of reports with the Securities and Exchange Commission which require a high level of specialization for one or more of the service components offered.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not Required.

 

Item 4. Controls and Procedures.

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this Quarterly Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report were ineffective due to a lack of segregation of duties, due to limited administrative and financial personnel and related resources and as the Company only has one director.

 

Changes in Internal Control over Financial Reporting

 

There have been no significant changes in the Company’s internal controls over financial reporting that occurred during the period ended March 31, 2024, that have materially or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

11
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not currently subject to any legal proceedings, and to the best of our knowledge, no such proceeding is threatened, the results of which would have a material impact on the Company’s properties, results of operations, or financial condition. Nor, to the best of our knowledge, are any of the Company’s officers or directors involved in any legal proceedings in which we are an adverse party.

 

Item 1A. Risk Factors

 

Since we are a smaller reporting company, we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

The following exhibits are filed with or incorporated by reference in this report:

 

Item No.   Description
     
31.1*   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hoi Sau KOO.
     
32.1*   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hoi Sau KOO.
     
101*   Inline XBRL Report
     
101.INS*   Inline XBRL Instance Document
     
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* filed herewith

 

12
 

 

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, thereunto duly authorized.

 

  LEGACY VENTURES INTERNATIONAL, INC.
     
Date: June 14, 2024 By: /s/ Hoi Sau KOO
  Name: Hoi Sau KOO
  Title: Chief Executive Officer, Chief Financial Officer

 

13

 

 

 

Exhibit 31.1

 

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Hoi Sau KOO of Legacy Ventures International Inc. (the “Company”), certify that:

 

1. I have reviewed this 10-Q of the Company;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4. As the Company’s Principal Executive Officer and Principal Financial and Accounting Officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5. As the Company’s Principal Executive Officer and Principal Financial and Accounting Officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: June 14, 2024

 

/s/ Hoi Sau KOO  
Hoi Sau KOO  
Principal Executive Officer  
and Principal Financial and Accounting Officer  

 

 

 

 

 

Exhibit 32.1

 

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Hoi Sau KOO, Principal Executive Officer and Principal Financial and Accounting Officer of Legacy Ventures International, Inc. (the “Company”) certify that:

 

1. I have reviewed the quarterly report on Form 10-Q of the Company;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

 

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the period presented in this quarterly report.

 

Date: June 14, 2024

 

/s/ Hoi Sau KOO  
Hoi Sau KOO  
Principal Executive Officer  
and Principal Financial and Accounting Officer  

 

 

 

v3.24.1.1.u2
Cover - shares
 9 Months Ended
Mar. 31, 2024
Jun. 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --06-30  
Entity File Number 000-55849  
Entity Registrant Name LEGACY VENTURES INTERNATIONAL, INC  
Entity Central Index Key 0001616788  
Entity Tax Identification Number 30-0826318  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One Unit 01, 82/F. International Commerce Centre  
Entity Address, Address Line Two 1 Austin Road West  
Entity Address, City or Town Kowloon  
Entity Address, Country HK  
City Area Code +852  
Local Phone Number 3960 6394  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   50,315,064
v3.24.1.1.u2
Interim Condensed Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Jun. 30, 2023
Current assets    
Cash $ 842 $ 1,678
Prepayment 509
Total assets 842 2,187
Current liabilities    
Accounts payable and accrued liabilities 20,843 38,602
Total liabilities 97,744 74,770
Stockholders’ deficiency    
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized: Preferred Stock – no shares issued and outstanding March 31, 2024, and June 30, 2023
Common Stock, $0.0001 par value; 100,000,000 shares authorized: Common Stock – 50,315,064 shares issued and outstanding March 31, 2024 and June 30, 2023 5,032 5,032
Additional paid in capital 6,429,771 6,429,771
Accumulated deficit (6,531,705) (6,507,386)
Total stockholders’ deficiency (96,902) (72,583)
Total liabilities and stockholders’ deficiency 842 2,187
Majority Shareholder [Member]    
Current liabilities    
Advances from a shareholder $ 76,901 $ 36,168
v3.24.1.1.u2
Interim Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Jun. 30, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 50,315,064 50,315,064
Common stock, shares outstanding 50,315,064 50,315,064
v3.24.1.1.u2
Interim Condensed Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Operating expenses        
Professional fees $ 5,500 $ 7,665 $ 16,500 $ 27,300
Other general and administration expenses 1,312 3,320 7,824 10,143
Loss from operations (6,812) (10,985) (24,324) (37,443)
Other income (expenses)        
Exchange gain 5 5
Bank charges and other (150)
Total other income (expenses) 5 5 (150)
Loss before taxes (6,807) (10,985) (24,319) (37,593)
Net loss income and comprehensive loss income $ (6,807) $ (10,985) $ (24,319) $ (37,593)
Net (loss) income per share - basic $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Net (loss) income per share - diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted average number of common shares outstanding - basic 50,315,064 50,315,064 50,315,064 50,315,064
Weighted average number of common shares outstanding - diluted 50,315,064 50,315,064 50,315,064 50,315,064
v3.24.1.1.u2
Interim Condensed Statements of Stockholders' Deficiency (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Mar. 31, 2024
Mar. 31, 2023
Balance $ (90,095) $ (79,327) $ (72,583) $ (37,312) $ (20,517) $ (10,704) $ (72,583) $ (10,704)
Net loss (6,807) (10,768) (6,744) (10,985) (16,795) (9,813) (24,319) (37,593)
Balance (96,902) (90,095) (79,327) (48,297) (37,312) (20,517) (96,902) (48,297)
Common Stock [Member]                
Balance $ 5,032 $ 5,032 $ 5,032 $ 5,032 $ 5,032 $ 5,032 $ 5,032 $ 5,032
Balance, shares 50,315,064 50,315,064 50,315,064 50,315,064 50,315,064 50,315,064 50,315,064 50,315,064
Net loss    
Balance $ 5,032 $ 5,032 $ 5,032 $ 5,032 $ 5,032 $ 5,032 $ 5,032 $ 5,032
Balance, shares 50,315,064 50,315,064 50,315,064 50,315,064 50,315,064 50,315,064 50,315,064 50,315,064
Additional Paid-in Capital [Member]                
Balance $ 6,429,771 $ 6,429,771 $ 6,429,771 $ 6,429,771 $ 6,429,771 $ 6,429,771 $ 6,429,771 $ 6,429,771
Net loss    
Balance 6,429,771 6,429,771 6,429,771 6,429,771 6,429,771 6,429,771 6,429,771 6,429,771
Retained Earnings [Member]                
Balance (6,524,898) (6,514,130) (6,507,386) (6,472,115) (6,455,320) (6,445,507) (6,507,386) (6,445,507)
Net loss (6,807) (10,768) (6,744) (10,985) (16,795) (9,813)    
Balance $ (6,531,705) $ (6,524,898) $ (6,514,130) $ (6,483,100) $ (6,472,115) $ (6,455,320) $ (6,531,705) $ (6,483,100)
v3.24.1.1.u2
Interim Condensed Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Mar. 31, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Mar. 31, 2024
Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net loss $ (6,807) $ (6,744) $ (10,985) $ (9,813) $ (24,319) $ (37,593)
Changes in non-cash operating assets and liabilities            
Prepayment         509 (509)
Accounts payable and accrued liabilities         (17,759) (2,370)
Net cash flows used in operating activities         (41,569) (40,472)
CASH FLOWS FROM FINANCING ACTIVITY:            
Advances from a shareholder         40,733 21,495
Net cash flows provided by financing activity         40,733 21,495
Decrease in cash         (836) (18,977)
Cash, beginning of period   $ 1,678   $ 21,017 1,678 21,017
Cash, end of period $ 842   $ 2,040   842 2,040
Cash payments for:            
Interest        
Income taxes        
v3.24.1.1.u2
ORGANIZATION AND DESCRIPTION OF BUSINESS
 9 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

 
v3.24.1.1.u2
GOING CONCERN AND BASIS OF PRESENTATION
 9 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN AND BASIS OF PRESENTATION

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. As of March 31, 2024, the Company has a working capital deficiency of $96,902 (June 30, 2023 - $72,583), and an accumulated deficit of $6,531,705 (June 30, 2023 - $6,507,386). 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 audited financial statements. The audited 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.

 
v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
 9 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

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, 2023.

 

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, 2023, as filed with the SEC on September 28, 2023. Operating results for the nine months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending June 30, 2024.

 

 

LEGACY VENTURES INTERNATIONAL, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

(Expressed in US dollars)

(Unaudited)

 
v3.24.1.1.u2
RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES
 9 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES

NOTE 4 – RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES

 

For the nine months ended March 31, 2024, there is an advance from a shareholder of $40,733. For the nine months ended March 31, 2023, there is an advance from a shareholder of $21,495. The Company was advanced funds by a shareholder. The funds were used to pay certain professional fees including auditors and accountants. The balance is non-interest bearing and due on demand. As of March 31, 2024 and June 30, 2023, there were a balance of $76,901 and $36,168 due to the shareholder, respectively.

 
v3.24.1.1.u2
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
 9 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

NOTE 5 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

 

The Company follows ASC Topic 260 to account for the income (loss) per share. Basic 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 period. Diluted income (loss) per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents (if dilutive) outstanding. All dilutive common share equivalents were anti-dilutive for the nine months ended March 31, 2024 and 2023.

 
v3.24.1.1.u2
COMMON AND PREFERRED STOCK TRANSACTIONS
 9 Months Ended
Mar. 31, 2024
Equity [Abstract]  
COMMON AND PREFERRED STOCK TRANSACTIONS

NOTE 6 - COMMON AND PREFERRED STOCK TRANSACTIONS

 

As of March 31, 2024, 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 for the nine months ended March 31, 2024 and 2023.

 

As of March 31, 2024, and June 30, 2023, the Company had 50,315,064 common stock issued and outstanding.

 
v3.24.1.1.u2
SUBSEQUENT EVENTS
 9 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 7 - SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2024 up through the date the Company issued the financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies)
 9 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

 

The Company’s significant accounting policies have not changed from the year ended June 30, 2023.

 

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, 2023, as filed with the SEC on September 28, 2023. Operating results for the nine months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending June 30, 2024.
v3.24.1.1.u2
GOING CONCERN AND BASIS OF PRESENTATION (Details Narrative) - USD ($)
Mar. 31, 2024
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Working capital deficit $ 96,902 $ 72,583
Accumulated deficit $ 6,531,705 $ 6,507,386
v3.24.1.1.u2
RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES (Details Narrative) - USD ($)
 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2023
Related Party Transaction [Line Items]      
Advance from share holders $ 40,733 $ 21,495  
Majority Shareholder [Member]      
Related Party Transaction [Line Items]      
Due to shareholder $ 76,901   $ 36,168
v3.24.1.1.u2
COMMON AND PREFERRED STOCK TRANSACTIONS (Details Narrative) - $ / shares
Mar. 31, 2024
Jun. 30, 2023
Equity [Abstract]    
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares issued 50,315,064 50,315,064
Common stock, shares outstanding 50,315,064 50,315,064
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