UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~April 11~~August 21, ~~2022~~2023

LEGACY VENTURES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-55849	30-0826318
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State of incorporation )	(Commission File Number)	(IRS Employer Identification No.)

27 Baycliffe Rd. Markham		ON, L3R 7T9
(Address of principal executive offices)		(Zip Code)

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

(~~647)~~Address ~~969-7383~~of principal executive offices) (Zip Code)

+852 3960 6394

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered under Section 12(g) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.0001 par value per share		LGYV		N/A

Securities registered pursuant to Section 12(b) of the Act: None

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~On April 11, 2022, Legacy Ventures International, Inc.~~ (~~the “Company”~~a) ~~entered~~ ~~into~~Resignation ~~a subscription agreement with Wei TJONG, subscribing 50,000,000 shares. The investor agreed to subscribe 50,000,000 shares~~ of ~~the~~Previous ~~Company’s~~Independent ~~common~~Registered ~~stock~~Public ~~with~~Accounting ~~par value $0~~Firm.~~0001 per share, at a purchase price of $0.0008 per share, in aggregate for cash consideration of $40,000.~~

AsOn aAugust ~~result~~21, 2023, we accepted the ~~number~~resignation of ~~issued~~MNP ~~and~~LLP ~~outstanding~~(“MNP”) ~~share~~as ofour ~~common~~company’s ~~stock~~independent ofprincipal accountant to audit the Company’s ~~increased~~financial ~~from~~statements. ~~pre-private~~The ~~placement~~decision ~~315,064~~to ~~shares~~ change accountants was approved by our board of ~~common~~directors. ~~stock~~Our tocompany does ~~post~~not ~~private~~have ~~placement~~a ~~50,315,064~~standing Audit Committee.

~~Item~~Our 3company’s independent principal accountant’s report on the financial statements for the year ended June 30, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, with the exception that the report dated and September 30, 2022 contained the following explanatory paragraph: “The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.02 ~~Unregistered~~As ~~Sales~~discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of ~~Equity~~this ~~Security~~uncertainty. This matter is also described in the “Critical Audit Matters” section of our report.”

InDuring ~~reference~~our tocompany’s ~~Item~~two ~~1.01~~most ofrecent ~~this~~fiscal ~~Form~~year ~~8-K,~~and onup ~~April~~to ~~11,~~the ~~2022~~date of resignation of MNP, ~~the~~there ~~Company~~were: ~~completed~~(i) ~~the~~no ~~issuance~~disagreements ~~and~~with ~~sale~~MNP on any matter of anaccounting ~~aggregate~~principles ofor 50practices,~~000,000 common~~ ~~shares~~financial atstatement adisclosure ~~price~~or ofauditing ~~$0.0008~~scope ~~per~~or ~~share~~procedure, ~~with~~which ~~par~~disagreements, if ~~value~~not ~~$0.0001~~resolved ~~per~~to ~~share~~the insatisfaction aof ~~private placement~~MNP, ~~pursuant~~would tohave ~~the~~caused ~~Subscription~~it ~~Agreement dated~~to asmake ofreference ~~April~~to ~~11,~~the ~~2022~~subject ~~between~~matter of the ~~Company~~disagreements ~~and~~in ~~Wei~~its reports ~~TJONG.~~on ~~The~~the ~~net~~consolidated ~~proceeds~~financial tostatements of the Company; ~~amounted~~and to(ii) ~~$40,000~~no ~~went~~reportable ~~directly~~events toas ~~the Company~~described asin ~~working~~Item ~~capital~~304(a)(1)(v) of Regulation S-K.

~~Regards~~We tohave ~~all~~provided ofMNP ~~the~~with ~~above transactions we claim an exemption from registration afforded by Section 4(~~a~~)(2)~~ ~~and/or~~copy ~~Regulation S~~ of ~~the~~this ~~Securities Act~~Form of8-K ~~1933,~~prior asto ~~amended~~its ~~(“Regulation~~filing ~~S”)~~with ~~for~~ the ~~above sales of the stock since the sales of the stock were made to non-~~U.S. ~~persons~~ ~~(as~~Securities ~~defined~~and ~~under~~Exchange ~~Rule~~Commission ~~902 section~~ (k“SEC”)~~(2)(i)~~ and ofrequested ~~Regulation~~MNP ~~S),~~to ~~pursuant~~furnish to ~~offshore~~our ~~transactions,~~company ~~and~~a noletter ~~directed~~addressed ~~selling~~to ~~efforts were~~the ~~made~~SEC instating ~~the~~that ~~United~~it ~~States~~agrees bywith the ~~issuer,~~statements amade ~~distributor,~~above. ~~any~~A copy of ~~their~~MNP’s ~~respective~~letter ~~affiliates,~~is orattached ~~any~~as ~~person~~Exhibit ~~acting~~16.1 onto ~~behalf~~this ofForm ~~any of the foregoing~~8-K.

(b) Engagement of New Independent Registered Public Accounting Firm.

On August 21, 2023, we engaged PAN-CHINA SINGAPORE PAC (“PCCPA”) as our new independent registered accounting firm with the approval of our board of directors.

During the two most recent fiscal years and through the date of engagement, we have not consulted with PCCPA regarding either:

1. The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that PCCPA concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	FORM OF SUBSCRIPTION AGREEMENT DATED APRIL 11, 2022
16.1	Letter from MNP LLP
99.1	CONSENT IN WRITING OF BOARD OF DIRECTOR OF LEGACY VENTURES INTERNATIONAL, INC. IN LIEU OF AN ORGANIZATIONAL MEETING
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~April~~August 1125, ~~2022~~2023

LEGACY VENTURES INTERNATIONAL, INC.

	/s/ Pak Hong WAN
By:	Pak Hong WAN
Title:	CEO

Filing Compare · LEGACY VENTURES INTERNATIONAL INC.