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 September 30, 2022, the Company's primary source of liquidity consisted of $4,456 (June 30, 2022 - $21,017) in cash. The Company financed its operations through a combination of advances from third parties and the issuance of secured promissory notes and convertible promissory notes.

On August 13, 2021, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal amount of $40,000, and is payable on August 13, 2022, (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, the terms of which are to be negotiated between the Company and the note holder.

The Company has sustained net losses which have resulted in a total stockholders' deficiency at September 30, 2022, 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, 2023 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 three months ended September 30, 2022, cash used in operations was $16,561 and $62,780 for the three months ended September 30, 2021, respectively. Cash used in operating activities was primarily the result of settlement of accrual liabilities.

Net Cash Used in Investing Activities

There was no cash used in or provided from investing activities for the three months ended September 30, 2022 and 2021.

Net Cash Provided by Financing Activity

There was no cash used in or provided from financing activities for the three months ended September 30, 2022.

There was cash provided from financing activity of $40,000 for the three months ended September 30, 2021, as a result of the proceeds received from the issuance of a secured promissory note.





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Results of Operations

For the three months ended September 30, 2022

Operating expenses. Operating expenses for the three months ended September 30, 2022, was $9,667 compared with $9,160 for the three months ended September 30, 2021. Operating expenses were similar in both period which arised from auditor, transfer agent and consultant.

Other income (expenses). There was other expenses of $146 for the three months ended September 30, 2022, compared with the other income of $272,178 for the three months ended September 30, 2021.

Net income (Loss). Net loss for the three months ended September 30, 2022, was $9,813, compared with net income of $263,018 for the three months ended September 30, 2021.

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.

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