UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December 31~~September 30, ~~2019~~2020

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

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 333-148925

LEGACYXCHANGE, INC.

(Exact name of Registrant as specified in its charter)

Nevada		20-8628868
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

301 Yamato Rd., Suite 1240, Boca Raton, FL 33431		(800) 630-4190
(Address of principal executive offices and zip code)		(Registrant’s telephone number, including area code)

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

Title of Each Class		Trading Symbol		Name of each Exchange on which registered
N/A		N/A		N/A

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 ☒ Accelerated filer ☐ 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 ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 62,570,659 shares as of ~~January~~February 25, 2021.

LEGACYXCHANGE, INC.

Form 10-Q

~~December 31,~~September ~~2019~~30, 2020

TABLE OF CONTENTS

		~~Page~~	Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1	1
	Balance Sheets – December 31, 2019 (Unaudited) and March 31, 2019	1
	Balance Sheets – September 30, 2020 (Unaudited) and March 31, 2020		1
	Statements of Operations - Three and Nine Months Ended December 31, 2019 and 2018 (unaudited)	2
	Statements of Operations - Three and Six Months Ended September 30, 2020 and 2019 (unaudited)		2
	Statement of Changes in Stockholders’ Deficit – Three and Nine Months Ended December 31, 2019 and 2018 (unaudited)	3
	Statement of Changes in Stockholders’ Deficit – Three and Six Months Ended September 30, 2020 and 2019 (unaudited)		3
	Statements of Cash Flows - Nine Months Ended December 31, 2019 and 2018 (unaudited)	4
	Statements of Cash Flows - Six Months Ended September 30, 2020 and 2019 (unaudited)		4
	Condensed Notes to Unaudited Financial Statements	5
	Condensed Notes to Unaudited Financial Statements.		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18	16
Item 4.	Controls and Procedures.	18	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	19	18
Item 1A.	Risk Factors	19	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19	18
Item 3.	Defaults Upon Senior Securities	19	18
Item 4.	Mine Safety Disclosures	20	19
Item 5.	Other Information	20	19
Item 6.	Exhibits	20	20
	Signatures	21	21

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LEGACYXCHANGE, INC.

BALANCE SHEETS

	December 31, 2019			March 31, 2019
	September 30, 2020			March 31, 2020
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	~~375~~8,650		$	-21,152
Prepaid expense		~~700~~12,345			-
Total Current Assets		120,~~075~~995			-21,152
TOTAL ASSETS	$	120,~~075~~995		$	-21,152
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	~~135~~116,~~978~~973		$	~~138~~143,~~153~~628
Accrued liabilities		~~649~~739,~~569~~645			~~552~~675,~~695~~708
Loans payable – current portion		143,924			143,924
Loans payable - current portion		143,924			143,924
Convertible notes		480,740			480,740
Derivative liabilities		-			2,326
Total Current Liabilities		1,481,282			1,444,000
Total Current Liabilities		1,430,211			1,317,838
Loans payable - long term		91,000			45,000
Loans payable - long term		20,000			-
TOTAL LIABILITIES		1,572,282			1,489,000
TOTAL LIABILITIES		1,430,211			1,317,838
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT:
Preferred stock: $0.001 par value; 10,000,000 shares authorized; No shares issued or outstanding at December 31, 2019 and March 31, 2019		-			-
Preferred stock: $0.001 par value; 10,000,000 shares authorized; No shares issued or outstanding at September 30, 2020 and March 31, 2020		-			-
Common stock: $0.001 par value; 190,000,000 shares authorized; 62,570,659 shares issued and outstanding at December 31, 2019 and March 31, 2019		62,571			62,571
Common stock: $0.001 par value; 190,000,000 shares authorized; 62,570,659 shares issued and outstanding at September 30, 2020 and March 31, 2020		62,571			62,571
Additional paid-in capital		9,182,575			9,182,575
Accumulated deficit		(10,~~674~~796,~~282~~433	)		(10,~~562~~712,~~984~~994	)
TOTAL STOCKHOLDERS’ DEFICIT		(1,~~429~~551,~~136~~287	)		(1,~~317~~467,~~838~~848	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	120,~~075~~995		$	-21,152

The accompanying condensed notes are an integral part of these unaudited financial statements.

LEGACYXCHANGE, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the ~~Nine~~Six Months Ended
	December 31,						December 31,
	September 30,						September 30,
	2019			2018			2019			2018
	2020			2019			2020			2019
REVENUE, NET	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Compensation		15,000			15,000			4530,000			4530,000
Professional and consulting fees		~~20,750~~-			~~750~~-			20,~~750~~000			~~750~~-
TOTAL OPERATING EXPENSES		35,750			15,750			65,750			45,750
Other selling, general and administrative		180			-			501			-
LOSS FROM OPERATIONS		(35,750	)		(15,750	)		(65,750	)		(45,750	)
TOTAL OPERATING EXPENSES		15,180			15,000			50,501			30,000
LOSS FROM OPERATIONS		(15,180	)		(15,000	)		(50,501	)		(30,000	)
OTHER INCOME (EXPENSE)
Interest expense		(1617,~~120~~359	)		(15,~~963~~964	)		(4733,~~874~~938	)		(6931,~~367~~754	)
Gain on debt extinguishment		-			2,550			-			2,550
Other income		1,000			-			1,000			-
Gain from change in fair value of derivative liabilities		-			509			-			974
TOTAL OTHER EXPENSE, NET		(16,359	)		(15,964	)		(32,938	)		(31,754	)
TOTAL OTHER EXPENSE, NET		(16,120	)		(12,904	)		(47,874	)		(65,843	)
NET LOSS	$	(31,539	)	$	(30,964	)	$	(83,439	)	$	(61,754	)
NET LOSS	$	(51,870	)	$	(28,654	)	$	(113,624	)	$	(111,593	)
NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted		62,570,659			62,570,659			62,570,659			62,570,659

The accompanying condensed notes are an integral part of these unaudited financial statements.

LEGACYXCHANGE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three and ~~Nine~~Six Months Ended ~~December~~September 3130, ~~2019~~2020 and ~~2018~~2019

(UNAUDITED)

	Preferred Stock				Common Stock				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
	Number of				Number of				Paid-in		Accumulated			Stockholders’
Balance at March 31, 2019		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,562,984	)	$	(1,317,838	)
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Cumulative effect adjustment of derivative liability related to adoption of ASU 2017-11		-		-		-		-		-		2,326			2,326
Balance at March 31, 2020		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,712,994	)	$	(1,467,848	)
Net loss		-		-		-		-		-		(3051,~~790~~900	)		(3051,~~790~~900	)
Balance at June 30, 2019		-		-		62,570,659		62,571		9,182,575		(10,591,448	)		(1,346,302	)
Balance at June 30, 2020		-		-		62,570,659		62,571		9,182,575		(10,764,894	)		(1,519,748	)
Net loss		-		-		-		-		-		(3031,~~964~~539	)		(3031,~~964~~539	)
Balance at September 30, 2019		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,622,412	)	$	(1,377,266	)
Balance at September 30, 2020		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,796,433	)	$	(1,551,287	)
Net loss		-		-		-		-		-		(51,870	)		(51,870	)
Balance at December 31, 2019		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,674,282	)	$	(1,429,136	)

	Preferred Stock				Common Stock				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
	Number of				Number of				Paid-in		Accumulated			Stockholders’
Balance at March 31, 2018		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,420,274	)	$	(1,175,128	)
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Net loss		-		-		-		-		-		(51,669	)		(51,669	)
Balance at March 31, 2019		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,562,984	)	$	(1,317,838	)
Balance at June 30, 2018		-		-		62,570,659		62,571		9,182,575		(10,471,943	)		(1,226,797	)
Cumulative effect adjustment of derivative liability related to adoption of ASU 2017-11		-		-		-		-		-		2,326			2,326
Net loss		-		-		-		-		-		(3130,~~270~~790	)		(3130,~~270~~790	)
Balance at September 30, 2018		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,503,213	)	$	(1,258,067	)
Balance at June 30, 2019		-		-		62,570,659		62,571		9,182,575		(10,591,448	)		(1,346,302	)
Net loss		-		-		-		-		-		(2830,~~654~~964	)		(2830,~~654~~964	)
Balance at December 31, 2018		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,531,867	)	$	(1,286,721	)
Balance at September 30, 2019		-	$	-		62,570,659	$	62,571	$	9,182,575	$	(10,622,412	)	$	(1,377,266	)

The accompanying condensed notes are an integral part of these unaudited financial statements.

LEGACYXCHANGE, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended
	For the Six Months Ended
	December 31,
	September 30,
	2019			2018
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~113~~83,~~624~~439	)	$	(~~111~~61,~~593~~754	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		-			21,649
Gain from change in fair value of derivative liabilities		-			(974	)
Gain on debt extinguishment		-			(2,550	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(700	)		-
Prepaid expenses		(12,345	)		-
Accounts payable		(226,~~175~~655	)		~~750~~-
Accrued liabilities		9663,~~874~~937			9261,~~718~~754
Net cash used in operating activities		(1958,~~625~~502	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable		2046,000			-
Net cash provided by financing activities		2046,000			-
Net increase (decrease) in cash		375			-
Net decrease in cash		(12,502	)		-
Cash - Beginning of period		-21,152			-
Cash - End of the period	$	~~375~~8,650		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Cumulative effect adjustment of derivative liability related to adoption of ASU 2017-11	$	~~2,326~~-		$	-2,326

The accompanying condensed notes are an integral part of these unaudited financial statements.

LEGACYXCHANGE, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS ~~DECEMBER~~SEPTEMBER 3130, ~~2019~~2020

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

LegacyXchange, Inc., formerly known as True 2 Beauty, Inc. (the “Company”) was originally incorporated as Burrow Mining, Inc., a Nevada corporation, on December 11, 2006. In February 2010, the Company amended its Articles of Incorporation and changed its name to True 2 Beauty, Inc.

On July 10, 2012, the Company formed a new wholly owned subsidiary True2Bid, Inc. (“True2Bid”) which was incorporated in the state of Nevada. This subsidiary’s name was changed to LegacyXchange, Inc. (“LegacyXchange”) in December 2014. The Company continued to sell existing inventory of beauty products through May 2013 when the final inventory was sold. LegacyXchange operates an online e-commerce platform focused on delivering users a wide array of sports and entertainment related products that can be won in an action-packed environment of a live auction.

On July 2, 2015, pursuant to a Certificate of Dissolution filing with the Nevada Secretary of State, the Company dissolved LegacyXchange (formerly True2Bid, Inc.) to allow for the change in name of its parent company, True 2 Beauty, Inc., to LegacyXchange, Inc.

The Company is currently inactive due to lack of working capital to fund its operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Management acknowledges its responsibility for the preparation of the accompanying unaudited financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been omitted from these ~~financial~~ statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended March 31, ~~2019~~2020 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on January 1928, 2021.

Going Concern

The unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited financial statements, the Company had net loss and net cash used in operating activities of $~~113~~83,~~624~~439 and $1958,~~625~~502, respectively, for the ~~nine~~ six months ended ~~December~~September 3130, ~~2019~~2020. The Company had accumulated deficit, stockholders’ deficit and working capital deficit of $10,~~674~~796,~~282~~433, $1,~~429~~551,~~136~~287 and $1,~~409~~460,~~136~~287, respectively, aton ~~December~~September 3130, ~~2019~~ 2020. The Company had no revenues for the ~~nine~~six months ended ~~December~~September 3130, ~~2019~~2020. The Company’s loans payable in aggregate amount of $143,924 and $480,740 of convertible notes are currently in default. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.

Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future.

Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These unaudited financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

LEGACYXCHANGE, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS ~~DECEMBER~~SEPTEMBER 3130, ~~2019~~2020

Use of Estimates

The preparation of the unaudited financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments and Fair Value Measurements

FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on ~~December~~September 3130, ~~2019~~2020. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

	Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

	Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

	Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the unaudited balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments.

~~Assets~~In August 2018, the FASB issued ASU 2018-13—Fair orValue ~~liabilities~~Measurement ~~measured~~(Topic at820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value onmeasurements ain ~~recurring~~Topic ~~basis~~820, ~~included~~Fair ~~conversion~~Value ~~options~~Measurement, based on the concepts in ~~convertible~~the ~~notes~~Concepts Statement, including the consideration of costs and ~~warrants~~benefits. ~~with their~~The ~~exercise~~amendments ~~price~~in ~~containing~~this aUpdate ~~down-round~~are ~~provision~~effective ~~(see~~for ~~Note~~all 5)entities for fiscal years, and ~~were~~interim asperiods ~~follows~~within atthose fiscal years, beginning after December 3115, 2019. ~~and~~The ~~March~~Company 31adopted ASU 2018-13 during the period ended June 30, ~~2019:~~2020 and its adoption did not have a material impact on the Company’s financial statements.

	At December 31, 2019 (Unaudited)						At March 31, 2019
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities		—		—	$	—		—		—	$	2,326

Cash

~~A roll~~The ~~forward~~Company ofmaintains ~~the~~its ~~level~~cash 3in ~~valuation~~bank and financial ~~instruments~~institution isdeposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as ~~follows:~~of September 30, 2020 and March 31, 2020. The Company has not experienced any losses in such accounts through September 30, 2020.

	Derivative Liabilities
Balance at March 31, 2019	$	2,326
Cumulative effect adjustment of derivative liability related to adoption of ASU 2017-11		(2,326	)
Balance at December 31, 2019	$	—

Revenue Recognition

~~ASC~~In May 2014, FASB issued an update Accounting ~~825~~Standards Update, ASU 2014-1009, ~~“Financial~~establishing ~~Instruments”~~ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, ~~allows~~as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to ~~voluntarily~~use ~~choose~~in toaccounting ~~measure~~for ~~certain~~revenue ~~financial~~arising ~~assets~~from contracts with customers and ~~liabilities at~~supersedes ~~fair~~most ~~value~~of ~~(fair~~the ~~value~~existing ~~option)~~revenue recognition guidance. ~~The~~This ~~fair~~standard, ~~value~~which ~~option~~is ~~may~~effective befor ~~elected~~interim and onannual anreporting ~~instrument-by-instrument~~periods ~~basis~~in ~~and~~fiscal isyears ~~irrevocable~~that begin after December 15, 2017, requires an entity to recognize revenue to depict ~~unless~~the atransfer ~~new~~of ~~election~~promised ~~date~~goods ~~occurs.~~or Ifservices to customers in an amount that reflects the ~~fair~~consideration ~~value~~to ~~option~~which isthe ~~elected~~entity expects to be entitled in exchange for anthose ~~instrument,~~goods ~~unrealized~~or ~~gains~~services and ~~losses~~also ~~for~~requires ~~that~~certain additional disclosures. The Company adopted ASU ~~instrument~~2014-09 ~~should~~during bethe ~~reported~~three inmonths ~~earnings~~ended atJune ~~each~~30, ~~subsequent~~2018. ~~reporting~~The ~~date~~adoption of ASU 2014-09 did not have any material impact on the Company’s financial statements. The Company did not ~~elect~~have torevenues ~~apply~~from operations for the ~~fair~~three ~~value option~~and tosix ~~any~~months ~~outstanding~~ended ~~financial~~September ~~instruments~~30, 2020.

6Stock-Based Compensation

~~LEGACYXCHANGE,~~Stock-based compensation is accounted ~~INC.~~for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements ~~CONDENSED~~of ~~NOTES~~the TOcost ~~UNAUDITED~~of ~~FINANCIAL~~employee ~~STATEMENTS~~and director services received in exchange for an award of equity instruments over the period the employee ~~DECEMBER~~or 31director is required to perform the services in exchange for the award (presumptively, ~~2019~~the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

~~Cash~~6

~~The~~LEGACYXCHANGE, ~~Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits~~INC. ~~There~~ ~~were~~CONDENSED noNOTES ~~balances~~TO inUNAUDITED ~~excess~~FINANCIAL ~~of FDIC insured levels as of December 31, 2019 and March 31, 2019. The Company has not experienced~~STATEMENTS ~~any~~SEPTEMBER ~~losses in such accounts through December 31~~30, ~~2019.~~2020

~~Derivative~~In June 2014, the FASB issued Accounting ~~Liabilities~~Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company early adopted ASU 2014-12 during the three months ended June 30, 2016. The adoption of ASU 2014-12 did not have any material impact on the Company’s financial statements.

~~The Company~~Pursuant ~~has~~to ~~certain~~ASC ~~financial~~505-50 ~~instruments~~- ~~that~~Equity-Based ~~are~~Payments to ~~embedded~~Non-Employees, ~~derivatives~~all ~~associated~~share-based ~~with~~payments ~~capital~~to ~~raises~~non-employees, ~~and~~including ~~certain~~grants ~~warrants.~~of ~~The Company~~stock ~~evaluates~~options, ~~all~~were ~~its~~recognized in the financial statements ~~instruments~~as tocompensation ~~determine~~expense ifover ~~those~~the ~~contracts~~service orperiod ~~any~~of ~~potential~~the ~~embedded~~consulting ~~components~~arrangement ofor ~~those contracts~~until ~~qualify~~performance asconditions ~~derivatives~~are expected to be ~~separately~~met. ~~accounted~~Using ~~for~~a inBlack ~~accordance~~Scholes ~~with~~valuation ~~ASC~~model, ~~815-10~~the –Company ~~Derivative~~periodically ~~and~~reassessed ~~Hedging –~~the ~~Contract~~fair invalue ~~Entity’s~~of ~~Own~~non-employee ~~Equity.~~options ~~This~~until service ~~accounting~~conditions ~~treatment~~are ~~requires~~met, ~~that~~which ~~the~~generally ~~carrying~~aligns ~~amount~~with ofthe ~~any~~vesting ~~derivatives be~~period ~~recorded~~of atthe ~~fair~~options, ~~value~~and atthe ~~issuance~~Company ~~and~~adjusts ~~marked-to-market~~the atexpense recognized ~~each~~in ~~balance~~the ~~sheet~~financial ~~date~~statements accordingly. In June 2018, the ~~event~~FASB ~~that~~issued ~~the~~ASU ~~fair~~No. ~~value~~2018-07, isImprovements ~~recorded~~to Nonemployee asShare-Based aPayment ~~liability~~Accounting, aswhich issimplifies ~~the~~several ~~case~~aspects ~~with~~of the ~~Company,~~accounting ~~the~~for ~~change~~nonemployee inshare-based ~~the~~payment ~~fair~~transactions by ~~value~~expanding ~~during~~the scope of the ~~period~~stock-based iscompensation ~~recorded~~guidance asin ~~either~~ASC ~~other~~718 ~~income or~~to ~~expense.~~include ~~Upon~~share-based ~~conversion,~~payment ~~exercise~~transactions orfor ~~repayment,~~acquiring goods ~~the~~and ~~respective~~services ~~derivative~~from ~~liability~~non-employees. ASU No. 2018-07 is ~~marked~~effective tofor ~~fair~~annual ~~value~~periods atbeginning ~~the~~after ~~conversion~~December 15, 2018, including ~~repayment~~interim orperiods ~~exercise~~within ~~date~~those ~~and~~annual ~~then~~periods. The Company early adopted ASU No. 2018-07 during the ~~related~~three ~~fair~~months ~~value~~ended ~~amount~~March is31, 2018. ~~reclassified~~The toadoption ~~other~~ASU ~~income~~No. or2018-07 ~~expense~~did asnot ~~part~~have ofa ~~gain~~material ~~or loss~~impact on ~~debt~~the ~~extinguishment~~Company’s financial statements.

~~In July~~Income 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of April 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the balance sheet as of June 30, 2019, the period which the amendment is effective. The Company adopted ASU No. 2017-11 in the period ended June 30, 2019, and the adoption resulted in a cumulative-effect adjustment of $2,326 on its financial statements and at December 31, 2019, there was no derivative liability recorded.Taxes

~~Revenue~~The Company accounts for income tax using ~~Recognition~~the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset net deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

~~In May~~The ~~2014,~~Company ~~FASB~~follows ~~issued~~the anaccounting ~~update~~guidance for ~~Accounting~~uncertainty ~~Standards~~in ~~Update,~~income ~~ASU~~taxes ~~2014-09,~~using ~~establishing~~the ~~ASC~~provisions ~~606~~of -ASC ~~Revenue~~740 ~~from~~“Income ~~Contracts with Customers~~Taxes”. ~~ASU~~ ~~2014-09,~~Using asthat ~~amended by subsequent ASUs on the topic~~guidance, ~~establishes~~tax apositions initially ~~single~~need ~~comprehensive model for entities~~ to ~~use~~be recognized in ~~accounting for~~the ~~revenue~~financial ~~arising~~statements ~~from~~when ~~contracts~~it ~~with~~is ~~customers~~more ~~and~~likely ~~supersedes~~than ~~most~~not of the ~~existing~~position ~~revenue~~will ~~recognition~~be ~~guidance.~~sustained ~~This standard,~~upon ~~which~~examination isby ~~effective~~the ~~for~~tax ~~interim~~authorities. ~~and~~As ~~annual~~of ~~reporting~~September ~~periods~~30, in2020 ~~fiscal~~and ~~years~~March ~~that begin after December 15~~31, ~~2017~~2020, ~~requires an entity to recognize revenue to depict~~ the ~~transfer~~Company ofhad ~~promised~~no ~~goods~~uncertain ortax ~~services~~positions ~~to customers in an amount~~ that ~~reflects the consideration~~ toqualify ~~which the entity expects to be entitled in exchange~~ for ~~those~~either ~~goods~~recognition or ~~services~~disclosure ~~and~~in ~~also requires certain additional disclosures. The Company adopted ASU 2014-09 during~~ the ~~three~~financial ~~months ended June 30, 2018~~statements. The ~~adoption~~Company ofrecognizes ~~ASU~~interest ~~2014-09~~and ~~did~~penalties ~~not~~related to ~~have~~uncertain ~~any~~income ~~material impact~~tax onpositions ~~the~~in ~~Company’s~~other ~~financial statements~~expense. ~~The~~However, ~~Company~~no ~~did~~such ~~not~~interest ~~have~~and ~~revenues~~penalties ~~from~~were ~~operations~~recorded ~~for~~as ~~the~~of ~~three~~September ~~and nine months ended December 31~~30, ~~2019~~2020.

~~Stock-Based Compensation~~Basic and Diluted Loss Per Share

~~Stock~~Pursuant to ASC 260-~~based~~10-45, basic loss per ~~compensation~~common share is ~~accounted~~computed ~~for~~by ~~based~~dividing onnet ~~the~~loss ~~requirements~~by of the ~~Share-Based~~weighted ~~Payment~~average ~~Topic~~number of ~~ASC~~shares ~~718~~of ~~which~~common ~~requires~~stock ~~recognition in~~outstanding for the ~~financial~~periods presented. ~~statements~~Diluted ofloss ~~the~~per ~~cost~~share ofis ~~employee~~computed ~~and~~by ~~director~~dividing ~~services~~net ~~received~~loss inby ~~exchange~~the ~~for~~weighted anaverage ~~award~~number of ~~equity~~shares ~~instruments over~~of ~~the~~common ~~period~~stock, ~~the~~common stock ~~employee~~equivalents orand ~~director~~potentially isdilutive ~~required~~securities tooutstanding ~~perform~~during the ~~services~~period. inPotentially ~~exchange~~dilutive common shares consist of common stock issuable for ~~the~~stock ~~award~~options and warrants (~~presumptively,~~using the ~~vesting period~~treasury stock method), convertible notes and common stock issuable. These ~~The~~common ~~ASC~~stock ~~also~~equivalents ~~requires~~may ~~measurement~~be ofdilutive in the ~~cost~~future. The following potentially dilutive equity securities outstanding as of ~~employee~~September 30, 2020 and ~~director~~2019 ~~services~~were ~~received~~not included in ~~exchange~~the ~~for~~computation anof ~~award~~dilutive ~~based on~~loss ~~the~~per ~~grant-date~~common ~~fair~~share ~~value~~because of the ~~award.~~effect would have been anti-dilutive:

In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company early adopted ASU 2014-12 during the three months ended June 30, 2016. The adoption of ASU 2014-12 did not have any material impact on the Company’s financial statements.

	September 30,
	2020		2019
Stock warrants		800,000		4,225,000
Convertible notes		75,575,108		70,687,584
Total		76,375,108		70,353,121

LEGACYXCHANGE, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS ~~DECEMBER~~SEPTEMBER 3130, ~~2019~~2020

~~Pursuant to~~Related ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The Company early adopted ASU No. 2018-07 during the three months ended March 31, 2018. The adoption ASU No. 2018-07 did not have a material impact on the Company’s financial statements.Parties

~~Income~~Parties are considered to be related to ~~Taxes~~the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

~~The Company~~Recent ~~accounts~~Accounting for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset net deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.Pronouncements

~~The Company~~Management ~~follows~~does ~~the~~not ~~accounting~~believe ~~guidance~~that ~~for~~any ~~uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”.~~other ~~Using~~recently ~~that guidance~~issued, ~~tax~~but ~~positions initially need to be recognized in the financial statements when it is more likely than~~ not ~~the~~ ~~position~~yet ~~will~~effective beaccounting ~~sustained upon examination by the tax authorities. As of December 31~~pronouncements, ~~2019~~if ~~and March 31~~adopted, ~~2019,~~would ~~the~~have ~~Company had~~a nomaterial ~~uncertain~~effect ~~tax~~on ~~positions that qualify for either recognition or disclosure in~~ the Company’s financial statements. ~~The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 2019.~~

~~Basic and~~NOTE ~~Diluted~~3 ~~Loss~~– ~~Per~~ACCRUED ~~Share~~LIABILITIES

~~Pursuant to~~At ~~ASC~~September ~~260-10-45~~30, ~~basic~~2020 ~~loss~~and ~~per~~March common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net income by the weighted average number of shares of common stock31, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method)2020, ~~convertible~~accrued ~~notes~~liabilities ~~and~~consisted ~~common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as~~ of ~~December 31, 2019 and 2018 were not included in~~ the ~~computation of dilutive loss per common share because the effect would have been anti-dilutive~~following:

	December 31,
	September 30, 2020		March 31, 2020
	2019		2018
	(Unaudited)
Stock warrants		4,225,000		4,539,706
Accrued interest	$	346,147	$	312,210
Convertible notes		69,459,027		67,041,973
Accrued professional fees		2,634		2,634
Total		73,684,027		71,581,679
Accrued payroll taxes		28,691		28,691
Accrued executive and director compensation		362,173		332,173
Total	$	739,645	$	675,708

~~Related Parties~~NOTE 4 – LOANS PAYABLE

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

	September 30, 2020		March 31, 2020
	(Unaudited)
Current loans payable	$	143,924	$	143,924
Long-term loans payable		91,000		45,000
Total principal amount	$	234,924	$	188,924

8Between July 2015 through March 2016, the Company entered into individual loan agreements with various investors in the aggregate principal amount of $132,769. These loans bear an interest rate of 10% and were due and payable on the first anniversary of the date of issuance of the loans.

~~LEGACYXCHANGE~~Between April 2016 through May 2016, the ~~INC~~Company entered into individual loan agreements with various investors in the aggregate principal amount of $11,155. These loans ~~CONDENSED~~bear ~~NOTES~~an TOinterest ~~UNAUDITED~~rate ~~FINANCIAL~~of ~~STATEMENTS DECEMBER~~10% ~~31,~~and ~~2019~~were due and payable on the first anniversary of the date of issuance of the loans.

~~Recent~~In November 2019 through June 2020, the ~~Accounting~~Company ~~Pronouncements~~entered into loan agreements with an investor in the aggregate principal amount of $91,000. These loan bear an interest rate of 6% and were due and payable on the second anniversary of the date of issuance of the loans.

~~In August~~As ~~2018,~~of ~~the~~September ~~FASB~~30, ~~issued~~2020, ~~ASU~~these ~~2018-13—Fair~~loans ~~Value~~had outstanding ~~Measurement~~principal ~~(Topic~~and ~~820):~~accrued ~~Disclosure~~interest ~~Framework~~of ~~Changes~~$234,924 toand ~~the~~$71,136, ~~Disclosure Requirements~~respectively ~~for~~and ~~Fair Value Measurement~~$143,924 toof ~~modify~~these ~~the~~loans ~~disclosure~~were ~~requirements on fair value measurements~~ in ~~Topic~~default. ~~820, Fair~~As ~~Value~~of ~~Measurement~~March 31, ~~based on the concepts in the Concepts Statement~~2020, ~~including~~these ~~the~~loans ~~consideration~~had ofoutstanding ~~costs~~principal and ~~benefits.~~accrued ~~The~~interest ~~amendments in~~of ~~this Update are effective for all entities for fiscal years~~$188,924 and ~~interim~~$61,637, ~~periods within those fiscal years~~respectively, ~~beginning~~and ~~after~~$143,924 ~~December~~of ~~15,~~these ~~2019.~~loans ~~The~~were ~~Company~~in ~~does not believe this will have a material impact on the Company’s financial statements~~default.

~~Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements.~~8

~~NOTE~~LEGACYXCHANGE, 3INC. CONDENSED –NOTES ~~ACCRUED~~TO ~~LIABILITIES~~UNAUDITED FINANCIAL STATEMENTS SEPTEMBER 30, 2020

AtDuring the three and six months ended September ~~December~~30, 312020, ~~2019~~the Company recorded interest expense of $5,073 and ~~March~~$9,500, 31respectively, on these loans. During the three and six months ended September 30, 2019, ~~accrued~~the ~~liabilities~~Company ~~consisted~~recorded interest expense of ~~the~~$3,678 ~~following:~~and $7,316, respectively, on these loans.

	December 31, 2019		March 31, 2019
	(Unaudited)
Accrued interest	$	296,035	$	248,161
Accrued professional fees		6,634		2,634
Accrued payroll taxes		29,727		29,727
Accrued executive and director compensation		317,173		272,173
Total	$	649,569	$	552,695

NOTE 5 – CONVERTIBLE NOTES PAYABLE

~~NOTE~~At September 30, 2020 and March 31, 2020, 4convertible –notes ~~LOANS~~consisted ~~PAYABLE~~of the following:

Between July 2015 through March 2016, the Company entered into individual loan agreements with various investors in the aggregate principal amount of $132,769. These loans bear an interest rate of 10% and were due and payable on the first anniversary of the date of issuance of the loans.

	September 30, 2020		March 31, 2020
	(Unaudited)
Principal amount	$	480,740	$	480,740
Convertible notes payable	$	480,740	$	480,740

~~In April~~Fiscal ~~and~~2015 May 2016, the Company entered into individual loan agreements with various investors in the aggregate principal amount of $11,155. These loans bear an interest rate of 10% and were due and payable on the first anniversary of the date of issuance of the loans.Financing

In October and November ~~2019~~2014, the Company entered into ~~loan~~a subscription agreement with anvarious ~~investor~~purchasers in(the “Fiscal 2015 Agreements”) for the sale of the Company’s convertible notes. Pursuant to the Fiscal 2015 Agreements, the Company issued to these purchasers, convertible promissory notes (the “Fiscal 2015 Convertible Notes”) for an aggregate principal amount of $20400,000 with the Company receiving proceeds equal to the principal amount. ~~This~~The ~~loan~~Fiscal ~~bears~~2015 Convertible Notes bear an interest rate of 610% per year and were due and payable on the ~~second~~third anniversary of the date of issuance through October and November 2017. The purchasers are entitled, at their option, at any time after the issuance of the ~~loan~~Fiscal 2015 Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.02 During the fiscal year 2016, the conversion price was ratcheted down to $0.01. During the fiscal year 2016, the purchasers converted $130,510 and $10,792 of outstanding principal and accrued interest, respectively, into 7,065,084 shares of the Company’s common stock. As of March 31, 2020, the Fiscal 2015 Convertible Notes were in default and had outstanding principal and accrued interest of $269,490 and $149,565, respectively. As of September 30, 2020, the Fiscal 2015 Convertible Notes were in default and had outstanding principal and accrued interest of $269,490 and $163,264, respectively.

~~As of~~Fiscal ~~December~~2016 31, 2019, these loans had outstanding principal and accrued interest of $163,924 and $57,614, respectively, and $143,924 of the loans were on default. As of March 31, 2019, these loans were in default and had outstanding principal and accrued interest of $143,924 and $46,463, respectively.Financing

~~During~~In May and June 2015, the Company entered into a subscription agreement with various purchasers (the ~~three~~“Fiscal 2016 Agreements I”) for the sale of the Company’s convertible notes and ~~nine~~warrants. ~~months~~Pursuant ~~ended~~to ~~December~~the ~~31,~~Fiscal ~~2019~~2016 Agreements I, the Company ~~recorded~~issued ~~interest~~to ~~expense~~the purchasers for an aggregate subscription amount of $3115,~~835~~000: (i) convertible promissory notes in the aggregate principal amount of $115,000 (the “Fiscal 2016 Notes I”) and (ii) five-year warrants to purchase an aggregate of 2,300,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $110.07 (the “Fiscal 2016 Warrants I”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes I bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through May and June 2018. The purchasers are entitled,~~151~~ at their option, ~~respectively~~at any time after the issuance of the Fiscal 2016 Notes I, to convert all or any lesser portion of the outstanding onprincipal ~~these~~amount ~~loans~~and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes I shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the ~~three~~fiscal ~~and~~year ~~nine~~2016, ~~months~~the ~~ended~~conversion ~~December~~price was ratcheted down to $0.01. As of March 31, ~~2018~~2020, the ~~Company~~Fiscal ~~recorded~~2016 ~~interest~~Notes ~~expense~~I were in default and had outstanding principal and accrued interest of $3115,~~678~~000 and $1056,~~994~~744, respectively. As of September 30, on2020, ~~these~~the ~~loans~~Fiscal 2016 Notes I were in default and had outstanding principal and accrued interest of $115,000 and $62,590, respectively.

~~NOTE~~During August through October 2015, the Company entered into 5a –subscription ~~CONVERTIBLE~~agreement ~~NOTES~~with ~~PAYABLE~~various purchasers (the “Fiscal 2016 Agreements II”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Fiscal 2016 Agreements II, the Company issued to the purchasers for an aggregate subscription amount of $96,250: (i) convertible promissory notes in the aggregate principal amount of $96,250 (the “Fiscal 2016 Notes II”) and (ii) five-year warrants to purchase an aggregate of 1,925,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 (the “Fiscal 2016 Warrants II”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes II bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through August through September 2018. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2016 Notes II, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes II shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2020, the Fiscal 2016 Notes II were in default and had outstanding principal and accrued interest of $96,250 and $44,264, respectively. As of September 30, 2020, the Fiscal 2016 Notes II were in default and had outstanding principal and accrued interest of $96,250 and $49,157, respectively.

~~At December 31, 2019 and March 31, 2019, convertible notes consisted of the following:~~9

	December 31, 2019		March 31, 2019
	(Unaudited)
Principal amount	$	480,740	$	480,740
Convertible notes payable	$	480,740	$	480,740

LEGACYXCHANGE, INC.
CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020

9During the three and six months ended September 30, 2020, the Company recorded interest expense of $12,286 and $24,438 on these convertible notes. During the three and six months ended September 30, 2019, the Company recorded interest expense of $12,286 and $24,438 on these convertible notes.

~~LEGACYXCHANGE, INC. CONDENSED~~Derivative ~~NOTES~~Liabilities TOPursuant ~~UNAUDITED FINANCIAL STATEMENTS~~to ~~DECEMBER~~Notes ~~31,~~and ~~2019~~Warrants

~~Fiscal~~In connection with the issuance of the ~~2015~~Notes ~~Financing~~and Warrants, the Company determined that the terms of the Notes and Warrants contain terms that included a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception and included various other terms such as default provisions that caused derivative treatment. Accordingly, under the provisions of ASC 815-40 –Derivatives and Hedging – Contracts in an Entity’s Own Stock, the embedded conversion option contained in the convertible instruments and the Warrants were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives and warrant derivatives were determined using the Binomial valuation model. At the end of each period, on the date that debt was converted into common shares, and on the date of a cashless exercise of warrants, the Company revalued the embedded conversion option and warrants derivative liabilities.

In ~~October~~ ~~and~~July ~~November 2014~~2017, ~~the~~FASB ~~Company~~issued ~~entered~~ASU ~~into~~No. a2017-11, Earnings ~~subscription~~Per ~~agreement~~Share ~~with various purchasers~~ (~~the~~Topic ~~“Fiscal 2015 Agreements”~~260) ~~for~~; ~~the~~Distinguishing ~~sale~~Liabilities offrom ~~the~~Equity ~~Company’s~~(Topic ~~convertible~~480); ~~notes.~~Derivatives ~~Pursuant~~and toHedging ~~the~~(Topic ~~Fiscal~~815): ~~2015~~(Part I) ~~Agreements,~~Accounting ~~the~~for ~~Company~~Certain ~~issued~~Financial toInstruments ~~these~~with ~~purchasers, convertible~~Down ~~promissory~~Round ~~notes~~Features. ~~(the~~These ~~“Fiscal~~amendments ~~2015~~simplify ~~Convertible~~the ~~Notes”)~~accounting for ancertain financial ~~aggregate~~instruments ~~principal amount of $400,000~~ with ~~the~~ ~~Company~~down-round ~~receiving proceeds equal to the principal amount~~features. The ~~Fiscal~~amendments ~~2015~~require ~~Convertible~~companies ~~Notes~~to ~~bear~~disregard anthe ~~interest~~down-round ~~rate~~feature ofwhen ~~10% per~~assessing ~~year~~whether ~~and~~the ~~were~~instrument ~~due~~is ~~and~~indexed ~~payable~~to onits ~~the~~own ~~third~~stock, ~~anniversary~~for ofpurposes ~~the date~~ of ~~issuance~~determining ~~through~~liability ~~October~~or ~~and~~equity ~~November 2017~~classification. The ~~purchasers~~guidance ~~are~~was ~~entitled,~~adopted atas ~~their~~of ~~option~~April 1, at2019 ~~any~~and ~~time after~~ the ~~issuance~~Company ofelected ~~the Fiscal 2015 Convertible Notes,~~ to ~~convert~~record ~~all~~the oreffect ~~any lesser portion~~ of ~~the~~this ~~outstanding~~adoption ~~principal~~retrospectively ~~amount~~to ~~and~~outstanding ~~accrued~~financial instruments ~~and~~with ~~unpaid~~a ~~interest~~down ~~into~~round ~~the~~feature ~~Company’s~~by ~~common~~means ~~stock~~of at a ~~conversion price~~cumulative-effect ofadjustment ~~$0.02~~during ~~During~~ the ~~fiscal~~period ~~year~~which ~~2016,~~ the ~~conversion~~amendment ~~price~~is ~~was~~effective. The ~~ratcheted~~Company ~~down~~adopted toASU $0No.~~01.~~ ~~During~~2017-11 in the ~~fiscal~~period ~~year~~ended ~~2016,~~June ~~the purchasers converted $130~~30,~~510~~ ~~and $10~~2019,~~792~~ ~~of outstanding principal~~ and ~~accrued interest, respectively, into 7,065,084 shares of~~ the ~~Company’s~~adoption ~~common~~resulted ~~stock. As of March 31, 2016, the Fiscal 2015 Convertible Notes were~~ in ~~default~~a ~~and~~cumulative-effect ~~had outstanding~~adjustment ~~principal and accrued interest~~ of $~~269~~2,~~490~~326 ~~and~~on ~~$40,197,~~its ~~respectively~~financial Asstatements ~~of March 31, 2019, the Fiscal 2015 Convertible Notes were in default~~ and ~~had~~as ~~outstanding principal and accrued interest~~ of ~~$269,490~~June ~~and $122~~30,~~167,~~ ~~respectively. As of December 31,~~ 2019, ~~the~~ ~~Fiscal~~there ~~2015~~was ~~Convertible~~no ~~Notes~~derivative ~~were~~liability ~~in default and had outstanding principal and accrued interest of $269,490 and $142,753, respectively~~recorded.

~~Fiscal 2016~~NOTE ~~Financing~~6 – STOCKHOLDERS’ DEFICIT

~~In May~~Authorized and June 2015, the Company entered into a subscription agreement with various purchasers (the “Fiscal 2016 Agreements I”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Fiscal 2016 Agreements I, the Company issued to the purchasers for an aggregate subscription amount of $115,000: (i) convertible promissory notes in the aggregate principal amount of $115,000 (the “Fiscal 2016 Notes I”) and (ii) five-year warrants to purchase an aggregate of 2,300,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 (the “Fiscal 2016 Warrants I”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes I bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through May and June 2018. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2016 Notes I, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes I shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2019, the Fiscal 2016 Notes I were in default and had outstanding principal and accrued interest of $115,000 and $45,053, respectively. As of December 31, 2019, the Fiscal 2016 Notes I were in default and had outstanding principal and accrued interest of $115,000 and $53,838, respectively.

~~During August~~The ~~through September 2015, the~~ Company ~~entered~~is ~~into~~authorized ~~a subscription agreement with various purchasers (the “Fiscal 2016 Agreements II”) for the sale of the Company’s convertible notes and warrants. Pursuant~~ to ~~the~~issue ~~Fiscal 2016 Agreements II~~200, ~~the Company issued to the purchasers for an aggregate subscription amount of $96~~000,~~250: (i) convertible promissory notes in~~000 ~~the~~consisting ~~aggregate principal amount~~ of ~~$96~~190,~~250 (the “Fiscal 2016 Notes II”) and (ii) five-year warrants to purchase an aggregate of 1~~000,~~925,~~000 ~~(twenty~~shares ~~warrants for each dollar~~ of ~~the principal amount) shares Company’s~~ common stock at ~~an exercise price of~~ $0.07001 ~~(the “Fiscal 2016 Warrants II”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes II bear an interest rate of 10%~~ per ~~year~~share ~~and~~par ~~were~~value, ~~due~~ and ~~payable on the third anniversary of the date of issuance through August through September 2018. The purchasers are entitled~~10, ~~at their option~~000,000 atshares ~~any time after the issuance~~ of ~~the~~preferred ~~Fiscal 2016 Notes II, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common~~ stock at ~~a conversion price of~~ $0.~~05. The conversion price of the Fiscal 2016 Notes II shall be subject~~001 toper ~~adjustment~~share ~~for~~par ~~issuances of common stock at a purchase price of less than the then-effective conversion price~~value. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2019, the Fiscal 2016 Notes II were in default and had outstanding principal and accrued interest of $96,250 and $34,478, respectively. As of December 31, 2019, the Fiscal 2016 Notes II were in default and had outstanding principal and accrued interest of $96,250 and $41,830, respectively.

~~During the~~Preferred three and nine months ended December 31, 2019, the Company recorded interest expense of $12,285 and $36,723 on these convertible notes. During the three and nine months ended December 31, 2018, the Company recorded interest expense of $12,285 and $36,724 on these convertible notes.Stock

10As of September 30, 2020 and March 31, 2020, the Company did not have any preferred stock issued and outstanding.

~~LEGACYXCHANGE, INC. CONDENSED~~Common ~~NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2019~~Stock

~~Derivative~~As of September 30, 2020 and March 31, ~~Liabilities~~2020, ~~Pursuant~~the toCompany ~~Notes~~had 62,570,659 shares of common stock issued and ~~Warrants~~outstanding.

~~In connection with the issuance of the Notes and~~ Warrants, the Company determined that the terms of the Notes and Warrants contain terms that included a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception and included various other terms such as default provisions that caused derivative treatment. Accordingly, under the provisions of ASC 815-40 –Derivatives and Hedging – Contracts in an Entity’s Own Stock, the embedded conversion option contained in the convertible instruments and the Warrants were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives and warrant derivatives were determined using the Binomial valuation model. At the end of each period, on the date that debt was converted into common shares, and on the date of a cashless exercise of warrants, the Company revalued the embedded conversion option and warrants derivative liabilities.

~~In July~~Warrants ~~2017, FASB~~ issued ~~ASU~~pursuant No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to ~~disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or~~ equity ~~classification.~~subscription The guidance was adopted as of April 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the balance sheet as of June 30, 2019, the period which the amendment is effective. The Company adopted ASU No. 2017-11 in the period ended June 30, 2019, and the adoption resulted in a cumulative-effect adjustment of $2,326 on its financial statements and at December 31, 2019, there was no derivative liability recorded.agreements:

~~At December~~During 31fiscal years 2013 to 2015, ~~2018~~in connection with the sale of common stock, the Company ~~revalued~~issued ~~the~~an ~~conversion~~aggregate ~~option~~of ~~and~~1,048,315 ~~warrant~~five-year ~~derivative~~warrants ~~liabilities.~~to Inpurchase ~~connection~~common ~~with~~shares ~~these~~for ~~revaluation,~~an ~~the~~exercise ~~Company~~price ~~recorded~~of ~~gain~~$0.40 ~~from~~per ~~the~~common ~~change~~share into ~~fair~~investors ~~value~~pursuant ofto ~~derivative~~unit ~~liabilities~~subscription ofagreements. ~~$974~~These warrants were accounted for as ~~the~~equity. ~~nine~~During ~~months~~the year ended ~~December~~March 31, 2020, 314,706 of the remaining issued and outstanding warrants expired. As of March ~~2018~~31, 2020, there were no warrants issued and outstanding.

~~For the~~Warrants ~~three~~issued and nine months ended December 31, 2019, amortization of debt discounts related to the convertible notes amounted to $0 and $0. For the three and nine months ended December 31, 2018, amortization of debt discounts related to the convertible notes amounted to $0 and $21,649, respectively, which has been included in ~~interest~~connection ~~expense~~with on the ~~accompanying unaudited statements~~ ofFiscal ~~operations.~~2016 Financing:

~~NOTE~~During fiscal years 2016, pursuant to the 6convertible –note ~~STOCKHOLDERS~~agreements under the fiscal 2016 financing discussed in Note 5, the Company issued five-year warrants to purchase an aggregate of 4,225,000 (twenty warrants for each dollar of the principal amount) shares of the Company’s ~~DEFICIT~~common stock at an exercise price of $0.07. The exercise price of these warrants shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price and were accounted for as derivative liabilities. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2020, 4,225,000 warrants were issued and outstanding. During the six months ended September 30, 2020, 3,425,000 of the outstanding warrants expired. As of September 30, 2020, 800,000 warrants were issued and outstanding.

~~Authorized shares~~10

~~The Company is authorized to issue 200~~LEGACYXCHANGE,~~000,000 consisting of 190,000,000 shares of common stock at $0~~ INC.~~001~~ CONDENSED ~~per~~NOTES ~~share~~TO ~~par~~UNAUDITED ~~value,~~FINANCIAL ~~and~~STATEMENTS 10SEPTEMBER 30,~~000,000~~ ~~shares of preferred stock at $0.001 per share par value.~~2020

~~Preferred~~Warrant activity for the six months ended ~~Stock~~September 30, 2020 are summarized as follows:

As of December 31, 2019 and March 31, 2019, the Company did not have any preferred stock issued and outstanding.

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding at March 31, 2020		4,225,000		$	0.01		0.3	$	—
Expired		(3,425,000	)	$	0.01		—	$	—
Balance Outstanding at September 30, 2020		800,000		$	0.01		0.1	$	—
Exercisable at September 30, 2020		800,000		$	0.01		0.1	$	—

~~Common Stock~~NOTE 7 – SUBSEQUENT EVENTS

~~As of~~In ~~December~~February 312021, ~~2019~~the ~~and~~Company ~~March~~entered ~~31,~~into loan ~~2019,~~agreement with an investor in the ~~Company~~aggregate ~~had~~principal 62amount of $55,~~570,659~~000. ~~shares~~The loans bear interest rate of ~~common~~6% ~~stock~~and ~~issued~~were due and payable ~~outstanding~~two-years from the date of issuance.

~~Warrants~~11

~~Warrants issued~~ITEM ~~pursuant~~2. toMANAGEMENT’S ~~equity~~DISCUSSION ~~subscription~~AND ~~agreements~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

During fiscal years 2013 to 2015, in connection with the sale of common stock, the Company issued an aggregate of 1,048,315 five-year warrants to purchase common shares for an exercise price of $0.40 per common share to investors pursuant to unit subscription agreements. These warrants were accounted for as equity. As of March 31, 2019, 314,706 warrants were issued and outstanding. During the nine months ended December 31, 2019, 314,706 of these warrants expired. As of December 31, 2019, there were no warrants were issued and outstanding.Overview

LegacyXchange, Inc., formerly known as True 2 Beauty, Inc. (the “Company”) was originally incorporated as Burrow Mining, Inc., a Nevada corporation, on December 11, 2006. In February 2010, the Company shifted its focus to the beauty industry and later amended its Articles of Incorporation and changed its name to True 2 Beauty, Inc.

~~LEGACYXCHANGE~~On July 10, 2012, the Company formed a ~~INC~~new wholly owned subsidiary True2Bid, Inc. ~~CONDENSED~~ ~~NOTES~~(“True2Bid”) TOwhich ~~UNAUDITED~~was ~~FINANCIAL~~incorporated ~~STATEMENTS~~in the state of Nevada. This subsidiary’s ~~DECEMBER~~name 31was changed to LegacyXchange, ~~2019~~Inc. (“LegacyXchange”) in December 2014. The Company continued to sell existing inventory of beauty products through May 2013 when the final inventory was sold. LegacyXchange operates an online e-commerce platform focused on delivering users a wide array of sports and entertainment related products that can be won in an action-packed environment of a live auction. The Company is currently inactive and is seeking other business opportunities.

~~Warrants~~The Company’s articles authorize ~~issued~~the inCompany ~~connection~~to ~~with~~issue ~~the~~190,000,000 ~~Fiscal~~shares ~~2016~~of ~~Financing~~common stock and 10,000,000 shares of preferred stock, both at a par value of $0.001 per share.

~~During fiscal~~Results ~~years 2016, pursuant to the convertible note agreements under the fiscal 2016 financing discussed in Note 5, the Company issued five-year warrants to purchase an aggregate~~ of 4,225,000 (twenty warrants for each dollar of the principal amount) shares of the Company’s common stock at an exercise price of $0.07. The exercise price of these warrants shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price and were accounted for as derivative liabilities. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of December 31, 2019 and March 31, 2019, 4,225,000 warrants were issued and outstanding.Operations

~~Warrant~~The following table summarizes the results ~~activity~~of operations for the ~~nine~~three and six months ended ~~December~~September 3130, 2020 and 2019 and is based primarily on the comparative unaudited financial statements, footnotes and related information for the periods identified and should be read in conjunction with the financial statements and the notes to those statements that are ~~summarized~~included aselsewhere ~~follows~~in this report.

		Number of Warrants				Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
	Three Months Ended September 30,							Six Months Ended September 30,
Balance Outstanding March 31, 2019			4,539,706			$	0.04			1.2		$	—
	2020				2019			2020			2019
Expired			(314,706	)		$	0.40			—		$	—
Loss from operations	$	(15,180	)		$	(15,000	)	$	(50,501	)	$	(30,000	)
Balance Outstanding at December 31, 2019			4,225,000			$	0.01			0.5		$	—
Other expense, net		(16,359	)			(15,964	)		(32,938	)		(31,754	)
Exercisable at December 31, 2019			4,225,000			$	0.01			0.5		$	—
Net loss	$	(31,539	)		$	(30,964	)	$	(83,439	)	$	(61,754	)

~~NOTE 7 – SUBSEQUENT EVENTS~~Revenue:

~~Between February~~● ~~2020~~We ~~through~~did ~~June~~not ~~2020,~~generate ~~the~~any ~~Company~~revenues ~~entered~~from ~~into~~operations ~~loan~~for ~~agreements~~the ~~with~~three anand ~~investor~~six inmonths ~~the~~ended ~~aggregate~~September ~~principal amount of $71~~30,~~000.~~ ~~The~~2020 ~~loans bear interest rate of 6%~~ and ~~were due and payable two-years from the date of issuances~~2019.

12Operating expenses:

~~ITEM 2.~~● ~~MANAGEMENT’S~~For ~~DISCUSSION~~the ~~AND~~three ~~ANALYSIS~~months OFended ~~FINANCIAL~~September ~~CONDITION~~30, ~~AND~~2020 ~~RESULTS~~and OF2019, ~~OPERATIONS~~operating expenses amounted to $15,180 and $15,000, respectively.

~~Overview~~● For the six months ended September 30, 2019 and 2018, operating expenses amounted to $50,501 and $30,000, respectively.

~~LegacyXchange, Inc.,~~For ~~formerly known as True 2 Beauty, Inc. (~~the ~~“Company”)~~three ~~was~~and ~~originally~~six ~~incorporated~~months asended ~~Burrow Mining, Inc., a~~September ~~Nevada corporation~~30, on2020 ~~December~~and 112019, ~~2006.~~operating Inexpenses ~~February~~consisted ~~2010,~~of the ~~Company shifted its focus to the beauty industry and later amended its Articles of Incorporation and changed its name to True 2 Beauty, Inc.~~following:

	Three Months Ended September 30,				Six Months Ended September 30,
	2020		2019		2020		2019
Compensation	$	15,000	$	15,000	$	30,000	$	30,000
Professional and consulting fees		—		—		20,000		—
Other selling, general and administrative		180		—		501		—
Total	$	15,180	$	15,000	$	50,501	$	30,000

~~The Company’s articles authorize the Company to issue 190,000,000 shares of common stock and 10,000,000 shares of preferred stock, both at a par value of $0.001 per share.~~Compensation:

~~The following~~● ~~table~~For ~~summarizes~~ the ~~results of operations for the~~ three ~~and nine~~ months ended ~~December~~September 3130, ~~2019~~2020 and ~~2018~~2019, ~~and~~compensation isamounted ~~based primarily~~to ~~on the comparative unaudited financial statements~~$15,000 ~~footnotes and related information~~ for ~~the~~both periods ~~identified and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report~~.

	Three Months Ended December 31,						Nine Months Ended December 31,
	2019			2018			2019			2018
Loss from operations	$	(37,750	)	$	(15,750	)	$	(65,750	)	$	(45,750	)
Other expense, net		(16,120	)		(12,904	)		(47,874	)		(65,843	)
Net loss	$	(51,870	)	$	(28,654	)	$	(113,624	)	$	(111,593	)

●

For the six months ended September 30, 2020 and 2019, compensation amounted to $30,000 for both periods.

~~Revenue:~~12

~~We did~~Professional ~~not generate any revenues from operations for the three~~ and ~~nine~~consulting ~~months ended December 31, 2019 and 2018.~~fees

~~Operating expenses:~~● For the three months ended September 30, 2020 and 2019, professional and consulting fees amounted to $0 for both periods.

● For the ~~three~~six months ended ~~December~~September 3130, ~~2019~~2020 and ~~2018~~2019, ~~operating~~professional ~~expenses~~and consulting fees amounted to $3720,~~750~~000 and ~~$15~~nil,~~750,~~ respectively, an increase of $20,000 or ~~127~~100%. ~~For~~The ~~the~~increase ~~nine~~resulted ~~months~~from ~~ended December 31, 2019 and 2018, operating expenses amounted to $46,750 and $45,750, respectively, an~~ increase ofin ~~$20,000~~accounting orfee ~~44%~~in 2020.

~~For the~~Other ~~three and nine months ended December 31~~selling, ~~2019~~general and ~~2018, operating expenses consisted of the following:~~administrative

	Three Months Ended December 31,				Nine Months Ended December 31,
	2019		2018		2019		2018
Compensation	$	15,000	$	15,000	$	45,000	$	45,000
Professional and consulting fees		20,750		750		20,750		750
Total	$	35,750	$	15,750	$	65,750	$	45,750

●

For the three months ended September 30, 2020 and 2019, other selling, general and administrative amounted to $180 and nil, respectively, an increase of $180 or 100%. The increase resulted from increase in administrative expenses in 2020.

● ~~Compensation:~~For the six months ended September 30, 2020 and 2019, other selling, general and administrative amounted to $501 and nil, respectively, an increase of $501 or 100%. The increase resulted from increase in administrative expenses in 2020.

~~For the~~Loss ~~three~~from ~~months ended December 31, 2019 and 2018, compensation amounted to $15,000 for both periods.~~operations:

● For the ~~nine~~three months ended ~~December~~September 3130, ~~2019~~2020 and ~~2018~~2019, ~~compensation~~loss from operations amounted to $4515,~~000~~180 ~~for~~and ~~both~~$15,000, ~~periods~~respectively.

13● For the six months ended September 30, 2020 and 2019, loss from operations amounted to $50,501 and $30,000, respectively. The increase was a result of the changes discussed above.

Other ~~Professional~~income ~~and consulting fees~~(expense):

~~For the~~Other ~~three~~income ~~months~~(expense) ~~ended~~includes ~~December~~interest expense ~~31, 2019~~ and ~~2018,~~other ~~professional and consulting fees amounted to $20,750 and $750, respectively, an increase of $20,000 or 2,667%~~income. ~~The increase resulted from increase in accounting fee in 2019.~~

● For the ~~nine~~three months ended ~~December~~September 3130, ~~2019 and 2018~~2020, ~~professional~~total ~~and~~other ~~consulting~~expense, ~~fees~~net amounted to $2016,~~750~~359 ~~and~~as compared to $~~750~~15,964 ~~respectively~~for the three months ended September 30, 2019, an increase of $~~20,000~~395 or 2~~,667~~%. The increase ~~resulted~~was ~~from~~attributable to an increase in ~~accounting~~interest ~~fee~~expense of $1,395, or 9% offset by an increase in ~~2019~~other income of $1,000 or 100% related a grant from under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic.

~~Loss~~ ● For the six months ended September 30, 2020, total other expense, net amounted to $32,938 as compared to $31,754 for the six months ended September 30, 2019, an increase of $1,184 or 4%. The increase was attributable to an increase in interest expense of $2,184, or 7% offset by an increase in other income of $1,000 or 100% related a grant from ~~operations:~~under the SBA’s Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic.

~~For the~~Net three months ended December 31, 2019 and 2018, operating expenses amounted to $37,750 and $15,750, respectively, an increase of $20,000 or 127%. The increase was a result of the changes in operating expenses as discussed above.loss:

● For the ~~nine~~three months ended ~~December~~September 3130, ~~2019 and 2018~~2020, ~~operating~~net ~~expenses~~loss amounted to $4631,~~750~~539, or net loss per common share of $(0.00) (basic and diluted) as compared to $4530,~~750~~964, ~~respectively~~or net loss per common share of $(0.00) (basic and diluted) for the three months ended September 30, 2019, an increase of $20575,~~000~~ or 442%. The increase was a result of the changes in operating expenses and other income (expense) as discussed above.

~~Other income~~● For the six months ended September 30, 2020, net loss amounted to $83,439, or net loss per common share of $(0.00) (basic and diluted) as compared to $61,754, or net loss per common share of $(0.00) (basic and diluted) for the six months ended September 30, 2019, an increase of $21,685, or 35%. The increase was a result of the changes in operating expenses and other (expense): as discussed above.

~~Other income~~Liquidity ~~(expense) includes interest expense, gain from the change in fair value of derivative liabilities~~ and ~~gain~~Capital ~~on debt extinguishment.~~Resources

~~For the~~Liquidity ~~three~~is ~~months~~the ~~ended~~ability ~~December~~of ~~31,~~an ~~2019,~~enterprise to ~~total~~generate ~~other~~adequate ~~expense,~~amounts ~~net~~of ~~amounted~~cash to ~~$16,120~~meet asits ~~compared~~needs ~~to $12,904~~ for ~~the~~cash ~~three~~requirements. ~~months ended~~We ~~December~~had ~~31,~~a ~~2018,~~working ancapital ~~increase~~deficit of $31,~~216~~460,287 ~~or 25%. The increase was attributable to an increase in interest expense of~~ and $~~157~~8, or650 1%of ~~offset~~cash byas aof ~~decrease~~September in30, ~~the~~2020 ~~gain~~and ~~from~~working ~~the~~capital ~~change~~deficit ~~in fair value of derivative liabilities of~~ $~~509~~1,422,848 ~~or 100%~~ and a$21,152 ~~decrease in~~of ~~the~~cash ~~gain~~as ~~on debt extinguishment~~ of $2March 31,~~550~~ ~~or 100%~~2020.

For the nine months ended December 31, 2019, total other expense, net amounted to $47,874 as compared to $65,843 for the nine months ended December 31, 2018, a decrease of $17,969 or 27%. The decrease was attributable to a decrease in interest expense of $21,496, or 31%, a decrease in the gain from change in fair value of derivative liabilities of $974 or 100% and a decrease in the gain on debt extinguishment of $2,550 or 100%.13

Net loss:

	September 30, 2020			March 31, 2020			Change			Percentage Change
Working capital deficit:
Total current assets	$	20,995		$	21,152		$	(157	)		0.7	%
Total current liabilities		(1,481,282	)		(1,444,000	)		(37,282	)		2.6	%
Working capital deficit:	$	(1,460,287	)	$	(1,422,848	)	$	(37,439	)		2.6	%

~~For the~~The ~~three~~increase ~~months~~in ~~ended~~working ~~December~~capital ~~31,~~deficit was ~~2019,~~primarily ~~net~~attributable ~~loss amounted~~ to ~~$51,780,~~a ordecrease ~~net~~in ~~loss~~current ~~per~~assets ~~common share~~ of $~~(0.00)~~157 ~~(basic~~offset ~~and~~by ~~diluted) as~~an ~~compared~~increase toin ~~$28,654,~~current orliabilities ~~net loss per common share~~ of $~~(0.00) (basic and diluted) for the three months ended December 31~~37, ~~2017, an increase of $23,216, or 81%~~282. ~~The increase was a result of the changes in operating expenses and other income (expense) as discussed above.~~

~~For the~~Cash nine months ended December 31, 2019, net loss amounted to $113,624 or net loss per common share of $(0.00) (basic and diluted) as compared to $111,593 or net loss per common share of $(0.00) (basic and diluted) for the nine months ended December 31, 2019, an increase of $2,031, or 2%. The increase was a result of the changes in operating expenses and other income (expense) as discussed above.Flow

~~Liquidity and~~A ~~Capital~~summary ~~Resources~~of cash flow activities is summarized as follows:

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $1,409,136 and $375 of cash as of December 31, 2019 and working capital deficit of $1,317,838 and $0 of cash as of March 31, 2019.

	For the Six Months Ended September 30,
	2020			2019
Net cash used in operating activities	$	(58,502	)	$	—
Net cash provided by financing activities		46,000			—
Net increase in cash	$	8,650		$	—

	December 31, 2019			March 31, 2019			Change			Percentage Change
Working capital deficit:
Total current assets	$	1,075		$	—		$	1,075			100	%
Total current liabilities		(1,410,211	)		(1,317,838	)		(92,373	)		7	%
Working capital deficit:	$	(1,409,136	)	$	(1,317,838	)	$	(91,298	)		7	%

Net cash used in operating activities:

~~The increase~~Net cash used in ~~working~~operating ~~capital~~activities were ~~deficit~~$58,502 ~~was~~and ~~primarily~~$0 ~~attributable~~for tothe ansix ~~increase~~months ~~current~~ended ~~asset~~September ~~of $1~~30,~~075~~ ~~offset~~2020 byand an2019, ~~increase~~respectively, ~~in current~~and ~~liabilities~~increase of $9258,~~373~~502 or 100%.

14● Net cash used in operating activities for the six months ended September 30, 2020 primarily reflected our net loss of $83,439 adjusted the changes in operating assets and liabilities primarily consisting of an increase in prepaid expense of $12,345, an increase in accrued liabilities of $63,937 offset by a decrease in accounts payable of $26,655.

~~Cash Flow~~● Net cash used in operating activities for the six months ended September 30, 2019 primarily reflected our net loss of $61,754 adjusted the changes in operating assets and liabilities primarily consisting of an increase in accrued liabilities of $61,754.

~~A summary~~Net of cash ~~flow~~provided ~~activities~~by isfinancing ~~summarized as follows~~activities:

	Nine Months Ended December 31,
	2019			2018
Cash used in operating activities	$	(19,625	)	$	—
Cash provided by financing activities		20,000			—
Net increase in cash	$	375		$	—

Net cash provided by financing activities was $46,000 and $0 for the six months ended December 31, 2020 and 2019, respectively, an increase of $46,000, or 100%. The Company received $46,000 of proceeds from loans payable in 2020.

~~Net cash~~Cash ~~used in operating activities:~~Requirements

~~Net~~Our management does not believe that our ~~cash~~current ~~flow~~capital ~~used~~resources inwill ~~operating~~be ~~activities~~adequate ~~was~~to ~~$19,625~~continue operating our company and $0maintaining our business strategy for ~~the~~more ~~nine~~than 12 months ~~ended~~from ~~December~~the 31date of this report. Accordingly, ~~2019~~we ~~and~~will ~~2018~~have to raise additional capital in the near future to meet our working capital requirements. There can be no assurance that additional financing will be available to us when needed or, ~~respectively~~if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and ~~increase~~when ofit ~~$19~~is needed,~~625~~ we will be forced to scale down or ~~100%~~perhaps even cease the operation of our business.

●Going Net cash flow used in operating activities for the nine months ended December 31, 2019 primarily reflected our net loss of $113,624 adjusted for the changes in operating assets and liabilities consisting of an increase in prepaid and other current assets of $700 an increase in accrued liabilities of $96,874 offset by a decrease in accounts payable of $2,175.Concern

●The ~~Net~~unaudited ~~cash~~financial ~~flow~~statements ~~used~~have inbeen ~~operating~~prepared ~~activities~~on ~~for~~a going concern basis, which contemplates the ~~nine~~realization ~~months~~of ~~ended~~assets ~~December~~and ~~31,~~the ~~2018~~settlement ~~primarily~~of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited financial statements, the Company had net loss and net cash used in operating activities of $~~111~~83,~~593~~439 ~~adjusted~~and $58,502, respectively, for the ~~add-back~~six onmonths ~~non-cash~~ended ~~items~~September ~~such~~30, as2020. ~~amortization~~The ofCompany ~~debt~~had ~~discount~~accumulated deficit, stockholders’ deficit and working capital deficit of $2110,~~649~~796,433, ~~gain~~$1,551,287 ~~from~~and ~~change~~$1,460,287, inrespectively, ~~fair~~on ~~value~~September of30, 2020. ~~derivative~~The ~~liabilities~~Company ofhad ~~$974~~no revenues for the six months ended September 30, ~~gain~~2020. onThe ~~debt~~Company’s ~~extinguishment~~loans payable in aggregate amount of $2143,~~550~~924 and ~~the~~$480,740 ~~changes~~of convertible notes are currently in ~~operating~~default. ~~assets~~Management ~~and~~believes ~~liabilities~~that ~~primarily~~these ~~consisting~~matters ofraise ansubstantial doubt ~~increase~~about inthe ~~accounts~~Company’s ~~payable~~ability ofto ~~$750~~continue ~~and~~as ana ~~increase~~going inconcern ~~accrued~~for ~~liabilities~~twelve months from the issuance date of ~~$92,718~~this report.

~~Cash~~Management cannot provide assurance that ~~provided~~we bywill ~~financing~~ultimately ~~activities:~~achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future.

~~Net cash provided by financing activities was $20,000 and $0 for the nine months ended December 31, 2019 and 2018, respectively, an increase of $20,000, or 100%.~~14

●Although ~~Net~~the ~~cash~~Company ~~provided~~has byhistorically ~~financing~~raised capital ~~activities~~from ~~for~~sales ~~the~~of ~~nine~~equity ~~months~~and ~~ended~~from ~~December~~the 31issuance of promissory notes, ~~2019~~there ~~consisted~~is ofno ~~$20~~assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future,~~000~~ ofmanagement ~~net~~expects that ~~proceeds~~the ~~from~~Company ~~loan~~will ~~payable~~need asto ~~compared~~curtail or cease operations. These financial statements do not include any adjustments related to the ~~nil~~recoverability ~~during~~and classification of recorded asset amounts and classification of liabilities that might be necessary should the ~~nine~~Company ~~months~~be ~~ended~~unable ~~December~~to ~~31,~~continue ~~2018~~as a going concern.

~~Cash Requirements~~Future Financings

~~Our management~~We ~~does not believe that our current capital resources~~ will berequire ~~adequate~~additional financing to fund ~~continue operating~~ our ~~company~~planned ~~and~~operations. ~~maintaining our~~We ~~business~~currently ~~strategy~~do ~~for~~not ~~more~~have ~~than~~committed 12sources ~~months from the date~~ of ~~this report. Accordingly, we will have to raise~~ additional ~~capital in the near future to meet our working capital requirements. There can be no assurance that additional~~ financing ~~will~~and bemay ~~available to~~not ~~us when needed or, if available, that it can~~ be ~~obtained on commercially reasonable terms. If we are not~~ able to obtain ~~the~~ additional financing ~~on a timely basis~~particularly, if ~~and~~the ~~when~~volatile itconditions isof ~~needed,~~the westock ~~will~~and befinancial ~~forced~~markets ~~to scale down or perhaps even cease the operation of our business~~persist.

~~Going~~There can be no assurance that additional ~~Concern~~financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.

~~The unaudited~~Since ~~financial~~inception ~~statements~~we have ~~been~~funded ~~prepared~~our onoperations primarily athrough ~~going~~equity ~~concern basis, which contemplates the realization of assets~~ and ~~the settlement~~debt offinancings ~~liabilities~~ and ~~commitments~~we inexpect ~~the~~that ~~normal~~we ~~course~~will ofcontinue ~~business.~~to Asfund ~~reflected in~~ our ~~accompanying~~operations ~~unaudited~~through ~~financial statements,~~ the ~~Company~~equity ~~had net loss~~ and debt ~~net~~financing. ~~cash~~If ~~used~~we inare ~~operating~~able ~~activities~~to ofraise ~~$113,624~~additional ~~and~~financing ~~$19,625,~~by ~~respectively,~~issuing ~~for~~equity ~~the nine months ended December 31~~securities, ~~2019.~~our ~~The~~existing ~~Company had accumulated deficit,~~ stockholders’ ~~deficit and working capital deficit~~ownership ofwill ~~$10,674,282,~~be ~~$1,429,136 and $1,409,136, respectively, at December 31, 2019~~diluted. ~~The~~Obtaining ~~Company~~commercial ~~had~~or noother ~~revenues for the nine months ended December 31~~loans, ~~2019.~~assuming ~~The~~those ~~Company’s~~ loans ~~payable~~would inbe ~~aggregate amount of $143~~available,~~924~~ ~~and~~will ~~convertible~~increase ~~notes~~our ~~are~~liabilities ~~currently~~and infuture ~~default.~~cash ~~Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report~~commitments.

~~Management cannot~~There ~~provide~~is no assurance that we will ~~ultimately~~be ~~achieve~~able to ~~profitable~~maintain operations orat ~~become~~a ~~cash~~level ~~flow~~sufficient ~~positive,~~for oran ~~raise~~investor ~~additional debt and/or equity capital. Management believes that our capital resources are not currently adequate~~ to ~~continue~~obtain ~~operating and maintaining its business strategy for~~ a ~~period~~return ofon ~~twelve~~his, ~~months~~her, ~~from~~or ~~the~~its ~~issuance~~investment ~~date~~in ofour ~~this~~common ~~report~~stock. ~~The Company will seek to~~ ~~raise~~Further, ~~capital~~we ~~through~~may ~~additional~~continue ~~debt and/or equity financings~~ to ~~fund~~be ~~its operations in the future~~unprofitable.

15Critical Accounting Policies

~~Although the~~We ~~Company~~have ~~has~~identified ~~historically~~the ~~raised~~following ~~capital~~policies as ~~from~~critical ~~sales~~to ofour ~~equity~~business and ~~from~~results ~~the issuance~~ of ~~promissory~~operations. ~~notes,~~Our ~~there~~reported isresults noare ~~assurance that~~impacted itby ~~will~~the beapplication ~~able~~of tothe ~~continue~~following toaccounting policies, docertain ~~so.~~of Ifwhich ~~the~~require ~~Company~~management isto ~~unable~~make tosubjective ~~raise~~or ~~additional~~complex ~~capital~~judgments. orThese ~~secure~~judgments ~~additional~~involve ~~lending~~making inestimates about the ~~near~~effect ~~future,~~of ~~management~~matters ~~expects~~ that ~~the~~are ~~Company~~inherently ~~will~~uncertain ~~need~~and tomay ~~curtail~~significantly orimpact ~~cease~~quarterly ~~operations.~~or ~~These~~annual ~~financial~~results ~~statements~~of ~~do not~~operations. ~~include~~For ~~any~~all ~~adjustments~~of ~~related~~these topolicies, ~~the~~management ~~recoverability~~cautions ~~and~~that ~~classification~~future ofevents ~~recorded~~rarely ~~asset~~develop ~~amounts~~exactly as expected, and ~~classification~~the ofbest ~~liabilities~~estimates routinely ~~that~~require ~~might~~adjustment. beSpecific ~~necessary~~risks ~~should~~associated ~~the~~with ~~Company~~these becritical ~~unable~~accounting topolicies ~~continue~~are asdescribed ain ~~going~~the ~~concern~~following paragraphs.

~~Future~~Fair Value of Financial Instruments ~~Financings~~and Fair Value Measurements

WeFASB ASC 820 - Fair Value Measurements ~~will~~and ~~require~~Disclosures, ~~additional~~defines ~~financing~~fair value as the price that would be received to ~~fund~~sell ~~our~~an ~~planned~~asset ~~operations~~or paid to transfer a liability in an orderly transaction between market participants at the measurement date. WeFASB ~~currently~~ASC do820 ~~not~~requires ~~have~~disclosures ~~committed~~about ~~sources~~the fair value of ~~additional~~all ~~financing and~~financial ~~may~~instruments, whether or not berecognized, ~~able~~for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to ~~obtain~~the ~~additional~~Company ~~financing~~on ~~particularly~~September 30, if2020. Accordingly, the ~~volatile~~estimates presented ~~conditions~~in these financial statements are not necessarily indicative of the ~~stock~~amounts ~~and~~that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical ~~persist~~assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

~~There can~~The bethree nolevels ~~assurance~~of ~~that~~the ~~additional~~fair ~~financing~~value ~~will be available to us when needed or, if available, that it can be obtained on~~hierarchy ~~commercially reasonable terms. If we~~ are ~~not~~as able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.follows:

~~Since inception~~Level we1—Inputs ~~have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing. If we~~ are ~~able~~unadjusted toquoted ~~raise~~prices ~~additional~~in ~~financing~~active bymarkets ~~issuing~~for ~~equity~~identical ~~securities, our~~assets ~~existing stockholders’ ownership will be diluted. Obtaining commercial~~ or ~~other~~liabilities ~~loans, assuming those loans would be~~ available, ~~will~~at ~~increase~~the ~~our~~measurement ~~liabilities and future cash commitments~~date.

~~There is~~Level no2—Inputs ~~assurance~~are ~~that~~unadjusted wequoted ~~will~~prices befor ~~able~~similar toassets ~~maintain~~and ~~operations~~liabilities atin aactive ~~level~~markets, ~~sufficient~~quoted prices for anidentical ~~investor~~or tosimilar ~~obtain~~assets aand ~~return~~liabilities onin ~~his~~markets that are not active, ~~her~~inputs other than quoted prices that are observable, and inputs derived from or ~~its~~corroborated ~~investment~~by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in ~~our~~pricing ~~common~~the ~~stock.~~asset ~~Further,~~or weliability ~~may~~based ~~continue~~on tothe bebest ~~unprofitable~~available information.

~~Critical~~The carrying amounts reported in the balance ~~Accounting~~sheets ~~Policies~~for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments.

We have identified the following policies as critical to our business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.15

In August 2018, the FASB issued ASU 2018-13—Fair Value ofMeasurement ~~Financial~~(Topic ~~Instruments~~820): ~~and~~Disclosure Framework Changes to the Disclosure Requirements for Fair Value ~~Measurements~~Measurement, to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-13 during the period ended June 30, 2020 and its adoption did not have a material impact on the Company’s financial statements.

~~FASB ASC~~Revenue 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2019. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).Recognition

In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted ASU 2014-09 during the three ~~levels~~months ended June 30, 2018. The adoption of ASU 2014-09 did not have any material impact on the ~~fair~~Company’s financial ~~value~~statements. ~~hierarchy~~The ~~are~~Company asdid ~~follows:~~not have revenues from operations for the three and six months ended September 30, 2020.

~~Level~~Stock-Based 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.Compensation

~~The~~Stock-based compensation is accounted for ~~carrying~~based ~~amounts~~on ~~reported~~the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the ~~balance~~financial ~~sheets~~statements ~~for~~of the ~~cash,~~cost ~~due~~of ~~from~~employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to ~~related~~perform ~~parties,~~the ~~prepaid~~services ~~expenses~~in exchange for the award (presumptively, ~~accounts~~the ~~payable~~vesting period). The ASC also requires measurement of the cost of employee and ~~accrued~~director ~~liabilities~~services ~~approximate~~received ~~their~~in ~~fair~~exchange ~~market~~for ~~value~~an award based on the ~~short~~grant-~~term~~date ~~maturity~~fair value of ~~these~~the ~~instruments~~award.

16In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company early adopted ASU 2014-12 during the three months ended June 30, 2016. The adoption of ASU 2014-12 did not have any material impact on the Company’s financial statements.

~~Revenue~~Pursuant to ASC 505-50 - Equity-Based Payments ~~Recognition~~to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The Company early adopted ASU No. 2018-07 during the three months ended June 30, 2018. The adoption ASU No. 2018-07 did not have a material impact on the Company’s financial statements.

~~In May 2014, FASB issued an update Accounting Standards Update, ASU 2014~~Off-~~09,~~Balance ~~establishing~~Sheet ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted ASU 2014-09 during the three months ended June 30, 2018. The adoption of ASU 2014-09 did not have any material impact on the Company’s financial statements. The Company did not have revenues from operations for the three and nine months ended December 31, 2019.Arrangements

~~Stock~~We have no off-~~Based~~balance sheet arrangements ~~Compensation~~that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

~~Stock-based compensation~~ITEM is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period)3. ~~The~~QUANTITATIVE ~~ASC~~AND ~~also~~QUALITATIVE ~~requires~~DISCLOSURES ~~measurement~~ABOUT ofMARKET ~~the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.~~RISK

~~In June~~Not ~~2014, the FASB issued Accounting Standards Update No~~applicable. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company early adopted ASU 2014-12 during the three months ended June 30, 2016. The adoption of ASU 2014-12 did not have any material impact on the Company’s financial statements.

Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The Company early adopted ASU No. 2018-07 during the three months ended March 31, 2018. The adoption ASU No. 2018-07 did not have a material impact on the Company’s financial statements.16

~~Recent Accounting~~ITEM ~~Pronouncements~~4. CONTROLS AND PROCEDURES

~~In August 2018, the FASB issued ASU 2018-13—Fair Value Measurement (Topic 820):~~ Disclosure ~~Framework~~Controls Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not believe this will have a material impact on the Company’s financial statements.Procedures

~~Management~~We maintain “disclosure controls ~~does~~and ~~not~~procedures,” ~~believe~~as that ~~any~~term ~~other~~is ~~recently~~defined ~~issued~~in Rule 13a-15(e), ~~but~~promulgated ~~not~~by ~~yet~~the ~~effective~~SEC ~~accounting~~pursuant ~~pronouncements~~to the Securities Exchange Act of 1934, ifas ~~adopted~~amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, ~~would~~processed, ~~have~~summarized and areported ~~material~~within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and ~~effect~~communicated onto our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the ~~accompanying~~participation of our principal executive officer and principal financial officer, ~~statements~~evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2020, our disclosure controls and procedures were not effective.

~~Off~~Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-~~Balance~~15(f) under the Exchange Act). Our management, with the participation of our principal ~~Sheet~~executive ~~Arrangements~~officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2020. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of September 30, 2020, our internal control over financial reporting was not effective.

~~We have~~The noineffectiveness ~~off-balance~~of ~~sheet~~our ~~arrangements~~internal ~~that~~control over ~~have~~financial orreporting ~~are~~was ~~reasonably~~due ~~likely~~ to ~~have~~the afollowing ~~current~~material orweaknesses ~~future~~which ~~effect~~we onidentified ~~our financial condition, changes~~ in ~~financial~~our ~~condition,~~internal ~~revenues~~control orover ~~expenses, results of operations, liquidity, capital expenditures or capital~~financial ~~resources that is material to our stockholders.~~reporting:

	(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,

	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and

~~ITEM~~We expect to be materially dependent upon 3third parties to provide us with accounting consulting services related to accounting services for the foreseeable future. ~~QUANTITATIVE~~We ~~AND~~believe this ~~QUALITATIVE~~will ~~DISCLOSURES~~be ~~ABOUT~~sufficient ~~MARKET~~to ~~RISK~~remediate the material weaknesses related to our accounting discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

~~Not~~A material weakness is a deficiency or ~~applicable~~a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~ITEM 4.~~Changes ~~CONTROLS~~in ~~AND~~Internal ~~PROCEDURES~~Control Over Financial Reporting

~~Disclosure~~There was no change in the Company’s ~~Controls~~internal control over financial reporting (as defined in Rules 13a-15(f) and ~~Procedures~~15d-15(f) of the Securities Exchange Act of 1934) during the quarter ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2019, our disclosure controls and procedures were not effective.17

~~Our management,~~PART ~~including~~II ~~our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a~~-~~15(f)~~ ~~under~~OTHER the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2019. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of December 31, 2019, our internal control over financial reporting was not effective.INFORMATION

~~The ineffectiveness~~ITEM of1. ~~our~~LEGAL ~~internal control over financial reporting was due to the following material weaknesses which we identified in our internal control over financial reporting:~~PROCEEDINGS

	(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,
	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

~~We expect~~ITEM ~~to be materially dependent upon third parties to provide us with accounting consulting services related to accounting services for the foreseeable future~~1A. WeRISK believe this will be sufficient to remediate the material weaknesses related to our accounting discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.FACTORS

~~A material~~Not ~~weakness~~applicable isto asmaller ~~deficiency or a combination of control deficiencies in internal control over financial~~ reporting ~~such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis~~companies.

~~Changes in~~ITEM ~~Internal~~2. ~~Control~~UNREGISTERED ~~Over~~SALES ~~Financial~~OF ~~Reporting~~EQUITY SECURITIES AND USE OF PROCEEDS

~~There was~~Except nofor ~~change~~provided inbelow, ~~the~~all ~~Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of~~unregistered ~~the~~sales ~~Securities Exchange Act~~ of ~~1934)~~our securities during the quarter ended ~~December~~September 3130, ~~2019~~2020, ~~that~~were ~~has~~previously ~~materially~~disclosed ~~affected,~~in ora isQuarterly ~~reasonably likely~~Report toon ~~materially~~Form ~~affect,~~10-Q or ~~the~~in ~~Company’s~~a ~~internal~~Current ~~control~~Report ~~over~~on ~~financial~~Form ~~reporting~~8-K.

18During the three months ended September 30, 2020, there were no unregistered sales of our securities.

~~PART~~The shares of common stock, notes and warrants IIreferenced -herein ~~OTHER~~were ~~INFORMATION~~issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, (“Securities Act”).

ITEM 1 3. ~~LEGAL~~DEFAULTS ~~PROCEEDINGS~~UPON SENIOR SECURITIES

~~We know~~Loans of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.Payable

~~ITEM~~Between July 2015 through March 2016, the 1ACompany entered into individual loan agreements with various investors in the aggregate principal amount of $132,769. ~~RISK~~These ~~FACTORS~~loans bear an interest rate of 10% and were due and payable on the first anniversary of the date of issuance of the loans.

~~Not~~Between April 2016 through May 2016, the ~~applicable~~Company toentered ~~smaller~~into ~~reporting~~individual ~~companies~~loan agreements with various investors in the aggregate principal amount of $11,155. These loans bear an interest rate of 10% and were due and payable on the first anniversary of the date of issuance of the loans.

~~ITEM~~As of September 30, 2020, these loans had 2.outstanding ~~UNREGISTERED~~principal ~~SALES~~and OFaccrued ~~EQUITY~~interest ~~SECURITIES~~of ~~AND~~$143,924 ~~USE~~and OF$68,412, ~~PROCEEDS~~respectively.

~~Except for~~Fiscal ~~provided~~2015 ~~below, all unregistered sales of our securities during the quarter ended December 31, 2019, were previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.~~Financing

In October and November 2014, the Company entered into a subscription agreement with various purchasers (the “Fiscal 2015 Agreements”) for the sale of the Company’s convertible notes. Pursuant to the Fiscal 2015 Agreements, the Company issued to these purchasers, convertible promissory notes (the “Fiscal 2015 Convertible Notes”) for an aggregate principal amount of $400,000 with the Company receiving proceeds equal to the principal amount. The Fiscal 2015 Convertible Notes bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through October and November 2017. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2015 Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.02 During the fiscal year 2016, the ~~three~~conversion ~~months~~price ~~ended~~was ~~December~~ratcheted down to $0.01. During the fiscal year 2016, the purchasers converted $130,510 and $10,792 of outstanding principal and accrued interest, respectively, into 7,065,084 shares of the Company’s common stock. As of March 31, ~~2019~~2020, ~~there~~the Fiscal 2015 Convertible Notes were noin ~~unregistered~~default ~~sales~~and had outstanding principal and accrued interest of ~~our~~$269,490 ~~securities~~and $149,565, respectively. As of September 30, 2020, the Fiscal 2015 Convertible Notes were in default and had outstanding principal and accrued interest of $269,490 and $163,264, respectively.

The shares of common stock, notes and warrants referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, (“Securities Act”).18

~~ITEM 3.~~Fiscal ~~DEFAULTS~~2016 ~~UPON SENIOR SECURITIES~~Financing

~~Loans~~In May and June 2015, the Company entered ~~Payable~~into a subscription agreement with various purchasers (the “Fiscal 2016 Agreements I”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Fiscal 2016 Agreements I, the Company issued to the purchasers for an aggregate subscription amount of $115,000: (i) convertible promissory notes in the aggregate principal amount of $115,000 (the “Fiscal 2016 Notes I”) and (ii) five-year warrants to purchase an aggregate of 2,300,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 (the “Fiscal 2016 Warrants I”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes I bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through May and June 2018. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2016 Notes I, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes I shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2020, the Fiscal 2016 Notes I were in default and had outstanding principal and accrued interest of $115,000 and $56,744, respectively. As of September 30, 2020, the Fiscal 2016 Notes I were in default and had outstanding principal and accrued interest of $115,000 and $62,590, respectively.

~~Between July~~During ~~2015~~August through ~~March~~October ~~2016~~2015, the Company entered into a ~~individual~~subscription ~~loan~~agreement ~~agreements~~ with various ~~investors~~purchasers (the “Fiscal 2016 Agreements II”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Fiscal 2016 Agreements II, the Company issued to the purchasers for an aggregate subscription amount of $96,250: (i) convertible promissory notes in the aggregate principal amount of $~~132~~96,~~769~~250 (the “Fiscal 2016 Notes II”) and (ii) five-year warrants to purchase an aggregate of 1,925,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 ~~These~~(the ~~loans~~“Fiscal 2016 Warrants II”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes II bear an interest rate of 10% ~~and~~per year and were due and payable on the ~~first~~third anniversary of the date of issuance through August through September 2018. The purchasers are entitled, at their option, at any time after the issuance of the ~~loans~~Fiscal 2016 Notes II, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes II shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2020, the Fiscal 2016 Notes II were in default and had outstanding principal and accrued interest of $96,250 and $44,264, respectively. As of September 30, 2020, the Fiscal 2016 Notes II were in default and had outstanding principal and accrued interest of $96,250 and $49,157, respectively.

~~In April~~ITEM ~~and May 2016, the Company entered into individual loan agreements with various investors in the aggregate principal amount of $11,155~~4. ~~These~~MINE ~~loans~~SAFETY ~~bear an interest rate of 10% and were due and payable on the first anniversary of the date of issuance of the loans.~~DISCLOSURES

~~As of~~Not ~~December 31, 2019, these loans were in default and had outstanding principal and accrued interest of $143,924 and $57,457, respectively~~applicable. ~~As of March 31, 2019, these loans were in default and had outstanding principal and accrued interest of $143,924 and $46,465, respectively.~~

~~Fiscal 2015~~ITEM ~~Financing~~5. OTHER INFORMATION

~~In October~~Not ~~and November 2014, the Company entered into a subscription agreement with various purchasers (the “Fiscal 2015 Agreements”) for the sale of the Company’s convertible notes~~applicable. Pursuant to the Fiscal 2015 Agreements, the Company issued to these purchasers, convertible promissory notes (the “Fiscal 2015 Convertible Notes”) for an aggregate principal amount of $400,000 with the Company receiving proceeds equal to the principal amount. The Fiscal 2015 Convertible Notes bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through October and November 2017. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2015 Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.02 During the fiscal year 2016, the conversion price was ratcheted down to $0.01. During the fiscal year 2016, the purchasers converted $130,510 and $10,792 of outstanding principal and accrued interest, respectively, into 7,065,084 shares of the Company’s common stock. As of March 31, 2016, the Fiscal 2015 Convertible Notes were in default and had outstanding principal and accrued interest of $269,490 and $40,197, respectively As of March 31, 2019, the Fiscal 2015 Convertible Notes were in default and had outstanding principal and accrued interest of $269,490 and $122,167, respectively. As of December 31, 2019, the Fiscal 2015 Convertible Notes were in default and had outstanding principal and accrued interest of $269,490 and $142,753, respectively.

~~Fiscal 2016~~ITEM ~~Financing~~6. EXHIBITS

In May and June 2015, the Company entered into a subscription agreement with various purchasers (the “Fiscal 2016 Agreements I”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Fiscal 2016 Agreements I, the Company issued to the purchasers for an aggregate subscription amount of $115,000: (i) convertible promissory notes in the aggregate principal amount of $115,000 (the “Fiscal 2016 Notes I”) and (ii) five-year warrants to purchase an aggregate of 2,300,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 (the “Fiscal 2016 Warrants I”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes I bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through May and June 2018. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2016 Notes I, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes I shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2019, the Fiscal 2016 Notes I were in default and had outstanding principal and accrued interest of $115,000 and $45,053, respectively. As of December 31, 2019, the Fiscal 2016 Notes I were in default and had outstanding principal and accrued interest of $115,000 and $53,838, respectively.

Exhibit No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
101.INS*		XBRL INSTANCE DOCUMENT
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

~~During August~~* ~~through~~Filed ~~September 2015, the Company entered into a subscription agreement with various purchasers (the “Fiscal 2016 Agreements II”) for the sale of the Company’s convertible notes and warrants~~herewith. Pursuant to the Fiscal 2016 Agreements II, the Company issued to the purchasers for an aggregate subscription amount of $96,250: (i) convertible promissory notes in the aggregate principal amount of $96,250 (the “Fiscal 2016 Notes II”) and (ii) five-year warrants to purchase an aggregate of 1,925,000 (twenty warrants for each dollar of the principal amount) shares Company’s common stock at an exercise price of $0.07 (the “Fiscal 2016 Warrants II”). The Company received proceeds equal to the principal amount. The Fiscal 2016 Notes II bear an interest rate of 10% per year and were due and payable on the third anniversary of the date of issuance through August through September 2018. The purchasers are entitled, at their option, at any time after the issuance of the Fiscal 2016 Notes II, to convert all or any lesser portion of the outstanding principal amount and accrued and unpaid interest into the Company’s common stock at a conversion price of $0.05. The conversion price of the Fiscal 2016 Notes II shall be subject to adjustment for issuances of common stock at a purchase price of less than the then-effective conversion price. During the fiscal year 2016, the conversion price was ratcheted down to $0.01. As of March 31, 2019, the Fiscal 2016 Notes II were in default and had outstanding principal and accrued interest of $96,250 and $34,478, respectively. As of December 31, 2019, the Fiscal 2016 Notes II were in default and had outstanding principal and accrued interest of $96,250 and $41,830, respectively.

~~ITEM 4. MINE SAFETY DISCLOSURES~~20

~~Not applicable.~~SIGNATURES

~~ITEM~~Pursuant to the requirements of Section 5.13 ~~OTHER~~or ~~INFORMATION~~15(d) 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.

Not applicable.

	LegacyXchange, Inc.

Date: February 25, 2021	By:	/s/ William Bollander
		William Bollander
		Chief Executive Officer, Chief Financial Officer and President (Principal Executive, Financial and Accounting Officer)

~~ITEM 6. EXHIBITS~~21

Exhibit No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
101.INS*		XBRL INSTANCE DOCUMENT
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	LegacyXchange, Inc.
Date: January 28, 2021
	By:	/s/ William Bollander
		William Bollander
		Chief Executive Officer, Chief Financial Officer and President (Principal Executive, Financial and Accounting Officer)

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