10-Q 1 ltho10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------------- FORM 10Q ----------------- (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period end September 30, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to ___________ Commission file number: 000-50294 LEGACY TECHNOLOGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 84-1426725 -------- ---------- (State of Incorporation) (IRS Employer ID Number) 7609 Ralston Road, Arvada, Colorado 80002 ----------------------------------------- (Address of principal executive offices) 303-422-8127 ------------ (Registrant's Telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [] Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 6, 2013, there were 3,731,772 shares of the registrant's common stock issued and outstanding.

PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Page ---- Balance Sheets - September 30, ~~2011~~2012 and December 31, ~~2010~~2011 (Audited) F-1 Statements of Operations - Three and Nine months ended September 30, ~~2011~~2012 and ~~2010~~2011 and From May 8, 2008 (Inception) to September 30, ~~2011~~2012 F-2 Statements of Changes in Shareholders' Deficit - From May 8, 2008 (Inception) to September 30, ~~2011~~2012 F-3 to F-4 Statements of Cash Flows - Nine months ended September 30, ~~2011~~2012 and ~~2010~~2011 and From May 8, 2008 (Inception) to September 30, ~~2011~~2012 F-45 Notes to the Financial Statements F-56 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 1 Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable 3 Item 4. Controls and Procedures 3 PART II - OTHER INFORMATION Item 1. Legal Proceedings -Not Applicable 5 Item 1A. Risk Factors - Not Applicable 5 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 5 -Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable 5 Item 4. ~~Removed~~Mine and ~~Reserved~~Safety Disclosures 5 Item 5. Other Information - Not Applicable 5 Item 6. Exhibits 5 SIGNATURES 6

PART I ITEM 1. FINANCIAL STATEMENTS

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, December 31, 2012 2011 ~~2010~~ ----------------- ----------------- ~~(Unaudited) Assets~~ Current Assets: Cash $ -70 $ - ----------------- ----------------- Total ~~Current~~ Assets, -all -current ~~----------------- ----------------- Total Assets~~ $ -70 $ - ================= ================= Liabilities and Stockholders' Deficit Current liabilities Accounts payable $ ~~267~~311,~~018~~476 $ ~~297~~266,~~119~~997 Accrued expenses ~~661~~773,~~497~~953 ~~464~~689,~~901~~813 Advances payable 6268,~~356~~206 62,356 Convertible notes payable 661,632 661,632 ----------------- ----------------- Total Current Liabilities 1,~~652~~815,~~503~~267 1,~~486~~680,~~008~~798 ----------------- ----------------- Stockholders' Deficit Common stock, $0.0001 par value; 100,000,000 shares 373 373 authorized; 3,731,772 shares issued and outstanding at September 30, ~~2011~~2012 and December 31, ~~2010~~2011, respectively Additional paid-in capital (1,163,027) (1,163,027) Deficit accumulated during the development stage (~~489~~652,~~849~~543) (~~323~~518,~~354~~144) ----------------- ----------------- Total Stockholders' Deficit (1,~~652~~815,~~503~~197) (1,~~486~~680,~~008~~798) ----------------- ----------------- Total ~~liabilities~~Liabilities and ~~stockholders~~Stockholders' ~~deficit~~Deficit $ -70 $ - ================= ================= See the accompanying notes to these consolidated financial statements.

F-1

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS (~~UNAUDITED~~Unaudited) For the Three Months Ended For the Nine Months Ended May 8, 2008 September 30, September 30, (Inception) to 2012 2011 ~~2010~~2012 2011 ~~2010~~ September 30, ~~2011~~2012 --------------------------- -------------------------- ------------------ Revenue: Sales $ - $ - $ - $ - $ - --------------------------- -------------------------- ------------------ Operational expenses: General and administrative 14,675 1,428 250,~~131~~259 25,284 9248,~~643~~434 ~~193,672~~ Depreciation and amortization - - - - - --------------------------- -------------------------- ------------------ Total operational expenses 14,675 1,428 250,~~131~~259 25,284 9248,~~643~~434 ~~193,672~~ --------------------------- -------------------------- ------------------ Loss from operations (14,675) (1,428) (250,~~131~~259) (25,284) (9248,~~643)~~434 ~~(193,672)~~ --------------------------- -------------------------- ------------------ Other income (expense): Gain on debt relief - - - - 6368,~~481~~005 Interest expense (28,316) (28,316) (84,140) (84,~~139~~140) (~~359~~472,~~658~~114) --------------------------- -------------------------- ------------------ Total other expense (28,316) (28,316) (84,140) (84,~~139~~140) (~~296~~404,~~177~~109) --------------------------- -------------------------- ------------------ Net Loss $ (2942,~~744~~991) $ (3029,~~447~~744) $ (~~109~~134,~~424~~399) $ (93109,~~782~~424) $ (~~489~~652,~~849~~543) =========================== ========================== ================== Per share information Net (loss) per common share Basic *$ *(0.01) *$ *(0.01) $ (0.03) $ (0.03) Fully diluted *(0.01) *(0.01) *(0.03) *(0.03) --------------------------- -------------------------- Weighted average number of common stock outstanding 3,731,772 3,731,772 3,731,772 3,731,772 --------------------------- -------------------------- * Less than $(0.01) per share. See the accompanying notes to these consolidated financial statements.

F-2

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT ~~Deficit~~(Unaudited) ~~accum~~ Additional ~~During~~ Common Stock paid-in ~~Development~~ Number of shares Amount Capital ~~Stage~~ -------------------~~-----------------~~ --------------~~---~~ ----------------- Balances at December 31, 2006* - $ - $ - ~~$ -~~ Net income (loss) for the year - - - - ------------------ -------------- ----------------- ~~-----------------~~ Balances at December 31, 2007* - - - - Issuance of Founders common stock - cash 4,800,000 480 5,120 - Issuance of Founders common stock - services 4,200,000 420 3,780 - Stock issued for Net Liabilities - reverse merger 1,007,003 101 (1,197,555) - Capital contribution - related party - - 25,000 - Net income (loss) for the year - - - ~~(98,782)~~ ------------------ -~~-------------~~ --------------~~---~~ ----------------- Balance as of December 31, 2008* 10,007,003 1,001 (1,163,655) ~~(98,782)~~ ------------------ -~~-------------~~ --------------~~---~~ ----------------- Cancellation of shares (6,275,231) (628) 628 - Net income (loss) for the year - - - ~~(155,673)~~ ------------------ -~~-------------~~ --------------~~---~~ ----------------- Balance as of December 31, 2009 3,731,772 373 (1,163,027) ~~(254,455)~~ ------------------ -~~-------------~~ --------------~~---~~ ----------------- Net income (loss) for the year - - - ~~(125,970)~~ ------------------ -~~-------------~~ --------------~~---~~ ----------------- Balance as of December 31, 2010 3,731,772 373 (1,163,027) ~~(380,425)~~ ------------------- -------------- ----------------- Net income (loss) for the year - - - ------------------- ~~Net~~-------------- ~~income~~----------------- ~~(loss)~~Balance ~~for~~as ~~the~~of ~~period~~December -31, -2011 -3,731,772 373 (~~109~~1,~~424~~163,027) ------------------- -------------- ----------------- Net income (loss) for the period - - - ------------------- -------------- ----------------- Balance as of September 30, ~~2011~~2012 3,731,772 $ 373 $(1,163,027) ~~$ (489,849)~~ ================== =~~=============~~ ==============~~===~~ ================= * As restated for reverse merger on July 18, 2008 See the accompanying notes to these consolidated financial statements. ~~F-3~~

F-3

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF ~~CASH~~STOCKHOLDERS' ~~FLOWS~~DEFICIT (~~UNAUDITED~~Unaudited) ~~May 8, 2008 For the Nine Months Ended~~ (~~Inception~~continued) toDeficit ~~September~~accum ~~30,~~During ~~September~~Development ~~30,~~Stage ~~2011~~Totals ~~2010 2011~~ --------------- ---- ----------- ----------~~-----~~ ~~Cash~~Balances ~~Flows~~at ~~from~~December ~~Operating~~31, ~~Activities:~~2006* ~~Net Loss~~ $ ~~(109,424)~~- $ ~~(93,782)~~- $Net income (~~489,849~~loss) ~~Adjustments~~for tothe ~~reconcile~~year ~~net~~- ~~loss~~- to------------------- ~~net~~--------------------- ~~cash~~Balances ~~used~~at inDecember ~~operating~~31, ~~activities~~2007* ~~from~~- ~~continuing~~- ~~operations:~~Issuance ~~Gain~~of onFounders ~~debt~~common ~~relief~~stock - cash - ~~(63~~5,~~481)~~600 ~~Compensatory~~Issuance ~~Stock~~of ~~issuance~~Founders common stock - services - 4,200 ~~Changes~~Stock inissued ~~operating~~for ~~assets~~Net ~~and~~Liabilities ~~liabilities:~~- ~~Increase~~reverse inmerger ~~Accounts~~- ~~Payable~~(1,197,454) ~~and~~Capital ~~Accrued~~contribution ~~Liabilities~~- ~~109~~related party - 25,~~424~~000 93Net income (loss) for the year (98,782) ~~451~~(98,~~675~~782) --------------- ---- ----------- ----------~~-----~~ ~~Net~~Balance ~~Cash~~as ~~Provided~~of ~~(Used)~~December by31, ~~Operating~~2008* ~~Activities~~(98,782) ~~- -~~ (971,~~455~~261,436) --------------- ---- ----------- ----------~~-----~~ ~~Cash~~Cancellation ~~Flows~~of ~~from~~shares ~~Investing~~- ~~Activities:~~- Net ~~Cash~~income ~~Provided~~(loss) byfor ~~Investing~~the ~~Activities~~year -(155,673) -(155,673) - --------------- --- ------------ ---------~~------~~ ~~Cash~~Balance ~~Flows~~as ~~from~~of ~~Financing~~December ~~Activities:~~31, ~~Capital~~2009 ~~contribution~~(254,455) ~~for~~(1,417,109) ~~related parties~~ - - ~~25,000 Sale of common stock~~ ----------------- --------------------- ~~5,600~~Net ~~Proceeds~~income ~~from~~(loss) ~~advance~~for ~~payables~~the -year -(125,970) 62(125,~~356~~970) --------------- ---- ----------- ----------~~-----~~ ~~Net~~Balance ~~Cash~~as ~~Provided~~of ~~(used)~~December by31, ~~Financing~~2010 ~~Activities~~(380,425) ~~- - 92~~(1,~~956~~543,079) --------------- ---- ----------- ----------~~-----~~ Net income (~~Decrease~~loss) ~~Increase~~for inthe ~~Cash~~year -(137,719) - (4137,~~499~~719) ~~Cash and Cash Equivalents~~ - ~~Beginning of Period~~ - - ~~4,499~~ ---------------- --------------------- Balance as of December 31, 2011 (518,144) (1,680,798) --------------- ~~Cash and Cash Equivalents~~ - ~~End of Period $~~ - $ -- $ --------------------- ~~===============~~Net ~~===============~~income ~~===============~~(loss) ~~SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid~~ for ~~interest~~the ~~expense~~period $(134,399) -(134,399) ------------------- --------------------- ~~===============~~Balance ~~===============~~as ~~===============~~of ~~Cash~~September ~~paid~~30, ~~for~~2012 ~~income~~$ ~~taxes~~(652,543) $ -(1,815,197) ~~- -~~ =============== ==== =========== ==========~~=====~~ ~~SUPPLEMENTAL~~* ~~DISCLOSURE~~As OFrestated ~~NON-CASH~~for ~~INVESTING AND FINANCING ACTIVITIES: Common shares issued in~~ reverse merger $on -July ~~$ - $ (1~~18,~~197,454)~~ ~~===============~~2008 ~~=============== ===============~~ See the accompanying notes to these consolidated financial statements. ~~F-5~~

F-4

F-5 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Enterprises) Notes to the Consolidated Financial Statements For Nine Months Ended September 30, 2012 (Unaudited) NOTE 1. Business, Basis of Presentation and Significant Accounting Policies: Business: Legacy Technology Holdings, Inc. (the "Company" and/or "Legacy") was incorporated in Colorado in January, 1997. The Company was originally named Life USA, Inc. On May 20, 2008, the Company changed its name to Legacy Technology Holdings, Inc. by filing an amendment to its Article of Incorporation. The Company was organized to engage in any activity or business not in conflict with the laws of the State of Colorado or of the United States of America. As a result of the name change, the Company's trading symbol on the Over-the-Counter Bulletin Board was changed to "LTHO". Neuro Nutrition, the Company's wholly owned subsidiary, was incorporated on July 23, 2004 in the State of Colorado, and has been in the development stage since. World Peace, the Company's wholly owned subsidiary was incorporated in the State of Colorado on May 8, 2008. Basis of Presentation: Development Stage Enterprise The Company has not earned any significant revenues from its limited operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" Among the disclosures required by are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Legacy and its wholly-owned subsidiaries, Neuro Nutrition, Inc. and Legacy Technology Holdings (formerly World Peace Technologies, Inc.) All significant inter-company balances and transactions have been eliminated in consolidation. Significant Accounting Policies: Cash and Cash Equivalents The Company maintains the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $100,000 per commercial bank. As of September 30, 2012 and December 31, 2011, the Company had zero amounts in excess of the FDIC insured limits. For purposes of the statement of cash flows, the Company considers all cash and highly liquid investments with initial maturities of three months or less to be cash equivalents. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affects the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets and the collectability of accounts receivable. F-6 Revenue Recognition Revenue Recognition is recognized when earned. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Net Loss per Share Basic net loss per common share is calculated by dividing the net loss applicable to common shares by the weighted average number of common and common equivalent shares outstanding during the period. For the three and nine months ended September 30, 2012 and 2011, there were no potential common equivalent shares used in the calculation of weighted average common shares outstanding as the effect would be anti-dilutive because of the net loss. Stock-Based Compensation The Company adopted the provisions of and accounts for stock-based compensation using an estimate of value in accordance with the fair value method. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation method applies to new grants and to grants that were outstanding as of the effective date and are subsequently modified. Fair Value of Financial Instruments The carrying amount of accounts payable, accrued expenses, convertible promissory notes are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. Other Comprehensive Income The Company has no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. Income Taxes Provision for income taxes represents actual or estimated amounts payable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, and for operating loss and tax credit carry forwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustment to the tax provision or benefit in the period of enactment. F-7 Recent Accounting Pronouncements In July 2010, the Financial Accounting Standards Board ("FASB") issued Proposed Accounting Standard Update (Topic 450) - Disclosure of Certain Loss Contingencies. This amendment would lower the current disclosure threshold and broaden the current disclosure requirements to provide adequate and timely information to assist users in assessing the likelihood, potential magnitude, and potential timing (if known) of future cash outflows associated with loss contingencies. For public entities, the new guidance would be effective for fiscal years ending after December 15, 2010, and interim and annual periods in subsequent fiscal years. The Company is currently evaluating the impact of the future adoption of the Update. There were various other accounting standards and interpretations issued in 2010 and 2011, none of which are expected to have a material impact on the Company's financial position, operations or cash flows. NOTE 2. Going Concern: In the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about the Company's ability to continue as a going concern. The Company's financial statements for the nine months ended September 30, 2012 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. The Company reported a net loss of $134,399 for the nine months ended September 30, 2012, and an accumulated deficit of $652,543 as of September 30, 2012. At September 30, 2012, the Company had a working capital deficit of $1,815,197. The future success of the Company is likely dependent on its ability to attain additional capital, or to find an acquisition to add value to its present shareholders and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Management believes that actions presently being taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern. NOTE 3. Notes Payable: The Company's outstanding non-convertible notes payable on September 30, 2012 and December 31, 2011, consisted of: $ 15,080 Note Payable issued to an investor. Due upon demand. Interest rate is 8% 10,353 Note payable, issued to vendor. Due upon demand 6,199 Other notes payable -------- $ 31,632 Total notes payable outstanding on June 30, 2012 and ===== December 31, 2011. F-8 NOTE 4. Convertible Notes Payable: Convertible notes payable as of September 30, 2012 and December 31, 2011 consisted of the following: $ 50,000 Note payable 1, convertible into 151,515 shares with conversion feature expiring in May 2008, due September 30, 2006, incurring interest at 25%, attached to the note are 151,515 warrants exercisable at $0.625 per share, which expired in 2008. The note is secured by a subordinated pledge of inventory and accounts receivable. $ 25,000 Note payable 2, convertible into 50,000 shares of Neuro Nutrition, Inc. with conversion feature expiring at end 2007, due September 7, 2006, incurring interest at 10%. $ 50,000 Note payable 1, convertible into 151,515 shares with conversion feature expiring in May 2008, due September 30, 2006, incurring interest at 25%, attached to the note are 151,515 warrants exercisable at $0.625 per share, which expired in 2008. The note is secured by a subordinated pledge of inventory and accounts receivable. $ 75,000 Note payable 4, convertible into 227,273 shares with conversion feature expiring in May 2008, due September 30, 2006, incurring interest at 25%, attached to the note are 227,273 warrants exercisable at $0.625 per share, which expired in 2008. The note is secured by a subordinated pledge of inventory and accounts receivable. $ 20,000 Note payable 5, convertible into 40,000 shares of Neuro Nutrition, Inc. anytime at Holder's option, due February 28, 2007, incurring interest at 20%,attached to the note are 40,000 warrants for Neuro Nutrition, Inc. common stock exercisable at $0.65 per share. $ 50,000 Note payable 6, convertible into 100,000 shares of Neuro Nutrition, Inc. anytime at Holder's option, due February 28, 2007, incurring interest at 20%, attached to the note are 100,000 warrants for Neuro Nutrition, Inc. common stock exercisable at $0.65 per share. F-9 $ 75,000 Note payable 7, convertible into 150,000 shares of Neuro Nutrition, Inc. with conversion feature expiring in May 2008, due May 27, 2006, incurring interest at 10%, attached to the note are 150,000 warrants for Neuro Nutrition, Inc. exercisable at $0.625 per share, which expired in 2008. $ 50,000 Note payable 8, convertible into 100,000 shares with conversion feature expiring in November 2008, due November 11, 2006, incurring interest at 10%, attached to the note are 200,000 warrants exercisable at $0.625 per share, which expired in 2008. $ 50,000 Note payable 8, convertible into 100,000 shares with conversion feature expiring in November 2008, due November 11, 2006, incurring interest at 10%, attached to the note are 200,000 warrants exercisable at $0.625 per share, which expired in 2008. $ 5,000 Note payable 10, convertible into 10,000 shares with conversion feature expiring in November 2008, due November 11, 2006, incurring interest at 10%, attached to the note are 20,000 warrants exercisable at $0.625 per share, which expired in 2008. $ 50,000 Note payable 11, convertible into 100,000 shares anytime at Holder's option, due December 7, 2006, incurring interest at 10%, attached to the note are 200,000 warrants exercisable at $0.625 per share, which expired in 2008. $ 25,000 Note payable 12, convertible into 50,000 shares anytime at Holder's option, due February 20, 2007, incurring interest at 10%, attached to the note are 100,000 warrants exercisable at $0.75 per share, which expired in 2008. $ 5,000 Note payable 13, convertible into 10,000 shares anytime at Holder's option, due February 28, 2007, incurring interest at 10%, attached to the note are 20,000 warrants exercisable at $0.75 per share, which expired in 2008. $ 50,000 Note payable 14, convertible into 125,000 shares anytime at Holder's option, due September 12, 2006, incurring interest at 25%, attached to the note are 250,000 warrants exercisable at $0.75 per share, which expired in 2008. This note is secured by inventory and accounts receivable. F-10 $ 50,000 Note payable 15, convertible into 125,000 shares anytime at Holder's option, due September 12, 2006, incurring interest at 25%, attached to the note are 250,000 warrants exercisable at $0.75 per share, which expired in 2008. This note is secured by inventory and accounts receivable. -------- $630,000 Total Convertible notes payable. All these notes, with ======== the exception of notes 1, 3, 4, 14 and 15 are unsecured. As of September 30, 2012, all of the convertible notes described above are in default. NOTE 5. Stock Options and Warrants: At September 30, 2012 the Company had common stock purchase warrant activity as described below. Non-employee stock options The Company accounts for non-employee stock options under ASC 718, whereby option costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option exercises by issuing new shares. The Company's subsidiary Neuro Nutrition, Inc. at the beginning of 2010 had 140,000 common stock purchase warrants outstanding. The warrants are to be effectively granted for exercise upon conversion by the warrant holder of an accompanying note payable into common stock, which said note the holder can convert anytime at his option. The warrant holder has two years after effective grant date to exercise the warrants, at a price of $.625 per share. No Neuro Nutrition, Inc. warrants were exercised or expired during the nine months ended September 30, 2012 or the year ended December 31, 2011, leaving a balance of 140,000 warrants at September 30, 2012. Employee stock options The Company accounts for employee stock options under ASC 718. Unless otherwise provided for, the Company covers option exercises by issuing new shares. There were no employee stock options issued or outstanding at September 30, 2012. NOTE 6. Taxes: The Company is subject to foreign and domestic income taxes. The Company has had no income, and therefore has paid no income tax. Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company's deferred tax assets consist entirely of the benefit from net operating loss (NOL) carry-forwards. The NOL carry forwards expire in various years through 2030. The Company's deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards. NOL carry-forwards may be further limited by a change in company ownership and other provisions of the tax laws. F-11 The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows: Estimated NOL Carry-forward Valuation Net Tax Period Ending benefit Allowance Benefit September 30, 2012 $130,509 - Estimated NOL Carry-forward Valuation Net Tax Period Ending benefit Allowance Benefit December 31, 2011 $103,629 - NOTE 7 - Legal Proceedings: In May 2008 a complaint was filed in the District Court for the County of Boulder, Colorado by product suppliers of the Company (the "Plaintiffs") seeking collection of trade accounts due in the approximate amount of $127,000 plus collection costs. Research of the account by Plaintiff's counsel effectively reduced this amount to approximately $64,000, which is included in the Company's balance sheet liabilities. The case is ongoing at the present time. F-12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements. The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2011, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern. PLAN OF OPERATIONS We had we had no revenues during the nine months September 30, 2012. We have minimal capital, minimal cash, and only our intangible assets consisting of our business plan, relationships and contacts. We are illiquid and need cash infusions from investors or shareholders to provide capital, or loans from any sources. The Company entered into an Agreement and Plan of Merger with LTH Acquisition Corporation ("LTH Acquisition"), a wholly-owned subsidiary of the Company, and World Peace Technologies, Inc. ("World Peace") on June 17, 2008. As part of the merger, World Peace Technologies, Inc., a Colorado corporation, will be merged with LTH Acquisition and World Peace will be the surviving entity of the merger. The Company closed the World Peace Acquisition on August 1, 2008, with the receipt of the audited financial statements of World Peace. World Peace was involved in the technology development business that specializes in the development of technologies and products and possible applications to the military. In July 2009, the Company discontinued the operations of World Peace due to a failure to secure financing and contracts. The Company has focused its efforts, since July of 2009, has focused its efforts on the completion of its past due audits and the filing of its financial reports with the Securities and Exchange Commission (SEC). After such filings have been completed the Company intends to focus its efforts on the development of operations through an acquisition. At the time of this filing, the Company has not identified any such acquisitions or taken any efforts to identify such candidates. We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934 Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. 1 We will need substantial additional capital to support our proposed business acquisitions. We have no revenues. We have no committed source for any funds as of date here. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties. RESULTS OF OPERATIONS For the Three Months Ended September 30, 2012 Compared to the Three Months Ended September 30, 2011 During the three months ended September 30, 2012 and 2011, we did not recognize any revenues from our operations. During the three months ended September 30, 2012, we incurred general and administrative expenses of $14,675 compared to $1,428 during the three months ended September 30, 2011. The increase of $13,247 was a result of the work to bring the Company's SEC filings current. During the three months ended September 30, 2012, we incurred a net loss of $42,991, compared to $29,744 during the three months ended September 30, 2011. The increase of $13,247 is a result of the increase in general and administrative expenses. For the Nine Months Ended September 30, 2012 Compared to the Six Months Ended September 30, 2011 During the nine months ended September 30, 2012 and 2011, we did not recognize any revenues from our operations. During the nine months ended September 30, 2012, we incurred general and administrative expenses of $50,259 compared to $25,284 during the nine months ended September 30, 2011. The increase of $24,975 was a result of the work to bring the Company's SEC filings current. During the nine months ended September 30, 2012, we incurred a net loss of $134,399, compared to $109,424 during the nine months ended September 30, 2011. The increase of $24,975 is a result of the increase in general and administrative expenses. LIQUIDITY We have nominal cash of $70 and no other liquid assets at September 30, 2012, and we will be reliant upon shareholder loans or private placements of equity to fund any kind of operations. We have secured no sources of loans or private placements at this time. During the nine months ended September 30, 2012, we did not receive or use cash from our operational activities. During the nine months ended September 30, 2012, we recognized a net loss of $134,399 and did not have any non-cash adjustments to net losses. During the nine months ended September 30, 2011, we did not receive or use cash from our operational activities. During the nine months ended September 30, 2011, we recognized a net loss of $109,424 and did not have any non-cash adjustments to net losses. During the nine months ended September 30, 2012 and 2011, we did not use or receive any funds from investment activities. 2 During the nine months ended September 30, 2012, we received advances of $5,850 to pay for auditing fees from our financing activities. During the nine months ended September 30, 2011, we did not receive or use any funds from our financing activities. Short Term. On a short-term basis, Legacy has not generated any revenue or revenues sufficient to cover operations. For short term needs the Company will be dependent on receipt, if any, of offering proceeds. Capital Resources The Company has only common stock as its capital resource. Legacy has no material commitments for capital expenditures within the next year, however if operations are commenced, substantial capital will be needed to pay for participation, investigation, exploration, acquisition and working capital. Need for Additional Financing Legacy does not have capital sufficient to meet its cash needs. The Company will have to seek loans or equity placements to cover such cash needs. Once a business acquisition is completed, the Company's needs for additional financing is likely to increase substantially. No commitments to provide additional funds have been made by the Company's management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to Legacy to allow it to cover the Company's expenses as they may be incurred. ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable ITEM 4. CONTROLS AND PROCEDURES The Company maintains a system of disclosure controls and procedures that are designed for the purposes of ensuring that information required to be disclosed in the Company's SEC reports is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure. Management, after evaluating the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as of September 30, 2012 (the "Evaluation Date") concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were effective to ensure that material information relating to the Company would be made known to them by individuals within those entities, particularly during the period in which this annual report was being prepared and that information required to be disclosed in the Company's SEC reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. 3 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. Legacy's management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorizations of Legacy's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on Legacy's financial statements. Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of September 30, 2012. The Company believes that internal control over financial reporting is ineffective, due to a lack of accounting staff. The Company does not have the financial ability to hire additional accounting staff, at this time. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. There was no change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. 4 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS NONE. ITEM 1A. RISK FACTORS Not Applicable to Smaller Reporting Companies. ITEM 2. CHANGES IN SECURITIES NONE. ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE. ITEM 4. MINE AND SAFETY DISCLOSURE Not Applicable ITEM 5. OTHER INFORMATION NONE. ITEM 6. EXHIBITS Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K. Exhibit 31.1 Certification of Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 32.1 Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act 5 SIGNATURES Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LEGACY TECHNOLOGY HOLDINGS, INC. (Registrant) Dated: May 7, 2013 By: /s/Redgie Green ---------------- Redgie Green (Principal Executive Officer, President and Chief Executive Officer) 6

Filing Compare · LEGACY TECHNOLOGY HOLDINGS, INC.