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)

~~November~~December 1820, ~~2008~~2010

LEGACY WINE & SPIRITS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

Nevada 000-26593 91-1963840

(State or other jurisdiction Incorporated) (Commission File No.) (I.R.S Employer Identification No.)

~~719~~ 1802 –Goya ~~30th Ave.~~Street, ~~Pointe-Calumet~~Jonquiere, Quebec, G7Z ~~Canada J0N 1G1~~ 1C3

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

~~(514)~~1 ~~688-3289~~888 488 6882

382 52 Ave., Pointe-Calumet, Quebec, Canada J0N 1G4

(Former name or former address, if changed since last report.)

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))

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1SECTION 3 – SECURITIES AND TRADING MARKETS

~~SECTION~~ITEM 13.02 –UNREGISTERED ~~REGISTRANT’S~~SALES ~~BUSINESS~~OF ~~AND~~EQUITY ~~OPERATIONS~~SECURITIES

~~ITEM~~On 1December 8, 2010 the Registrant agreed to issue 4,078,800 restricted shares of Legacy Wine & Spirits International Ltd.~~02_TERMINATION~~ Acommon ~~MATERIAL~~stock ~~DEFINITIVE~~in ~~AGREEMENT~~satisfaction of $203,940 owed to two (2) debtors. The issuance price of the common stock was $0.05 per share as agreed between the debtors and Legacy Wine & Spirits International Ltd. The foregoing issuance of common stock was made in reliance upon an exemption from registration requirements provided under Regulation D under the Securities Act of 1933. The list of debtors and the agreement accepted by each of the two (2) debtors for the conversion of debt to shares are attached hereto as Exhibit 10.05.

OnSECTION ~~June~~5 6,- ~~2008,~~CORPORATE ~~the~~GOVERNANCE ~~Registrant~~AND signed a distribution agreement with 2174684 Ontario Inc.(“2174684”), an Ontario based Company, whereby 2174684 will be the exclusive supplier to the Registrant certain wine products list and the Registrant will be the exclusive distributor of these products throughout China. In September 2008, management decided to terminate the agreement with 2174684 in order to secure wine products from California as its initial source of wine products for the Chinese market. California wines were not part of the products list supplied by 2174684 and the Registrant was refunded its $45,000 advance. The Company formally terminated the agreement on November 18, 2008. There were no termination penalties incurred by the Registrant.MANAGEMENT

~~Thereafter,~~ITEM ~~the Company secured a relationship with Bronco Wine Company of California and purchased its initial inventory of nine varietals of wine on September 26, 2008 for the purchase price of $37,800~~5.02 ~~Subsequent~~Departure ~~to September 30, 2008, 1050 cases~~ of ~~wine~~Directors ~~were~~or ~~shipped~~Principal toOfficers; ~~China~~Election ~~and are stored for the opening~~ of ~~the first wine store in December 2008.~~Directors;

~~There~~Appointment ~~is no formal agreement with the Bronco Wine Company, however, Bronco has advised the Registrant that it has no intention~~ of ~~selling~~Principal ~~the Hacienda brand of wines to anyone else for sale into China~~Officers.

21. RESIGNATION OF REGISTRANT'S DIRECTORS:

~~SECTION~~On 5December –20, ~~CORPORATE~~2010, ~~GOVERNANCE~~the ~~AND~~Registrant ~~MANAGEMENT~~accepted the resignation of Christopher Scheive as Secretary, Treasurer, Director and Chief Financial Officer of the Registrant. The resignation was not motivated by a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices.

~~ITEM 5~~2. 02APPOINTMENT ~~- DEPARTURE~~ OF ~~DIRECTORS~~REGISTRANT'S ~~OR PRINCIPAL~~ OFFICERS; ~~ELECTION~~AND OF DIRECTORS;:

~~APPOINTMENT~~On OFDecember ~~PRINCIPAL~~20, ~~OFFICERS~~2010 Matt Kelly, an American businessman, based in New York U.S.A., joined the Board of Directors and was appointed Secretary, Treasurer and Chief Financial Officer of the Registrant.

On December 20, 2010 Jaclyn Cruz, an American businesswoman, based in New York U.S.A., a current member of the Board of Directors was confirmed as President and Executive Officer of the Registrant.

1.As ~~RESIGNATION~~of OFDecember ~~REGISTRANT'S~~20, ~~DIRECTORS~~2010, the Directors and Officers of the Registrant are:

OnJaclyn ~~November~~Cruz ~~18,~~– ~~2008~~Director, ~~the Registrant accepted the resignation of Marc Scheive as~~ President, ~~Director~~ and Chief Executive Officer ~~of the Registrant~~. ~~The resignation was not motivated by a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices.~~

OnMatt ~~October~~Kelly – 1Director, ~~2008~~Secretary, ~~the~~Treasurer ~~Registrant,~~and ~~in a news release, reported that Mr. David Zhang had resigned as~~ Chief ~~Finance~~Financial Officer ~~and Director~~. ~~Mr. Zhang remained as an advisor while the Registrant was renovating its first wine store in China and on November 18, 2008, the Registrant formally accepted Mr. Zhang’s resignation.~~

2.SECTION ~~APPOINTMENT~~8 OF- ~~REGISTRANT'S~~OTHER ~~OFFICERS AND DIRECTORS:~~EVENTS

OnITEM ~~November~~8. ~~18,~~01 ~~2008~~– ~~Christopher~~Other ~~Scheive was appointed President, Director and Chief Executive Officer of the Registrant.~~Events

~~The~~Effective ~~Board~~December of20, ~~Directors~~2010, isthe ~~now~~Company ~~represented~~has ~~by:~~relocated

~~Christopher~~its ~~Scheive~~administrative –offices ~~President,~~to ~~C.E.O.~~the ~~and~~State ~~Director~~of New York:

~~Jaclyn~~New ~~Cruz – Secretary, Treasurer, C.F.O and Director Deng Ting - Director~~Address:

~~ITEM~~Corporate ~~9.01~~Offices ~~EXHIBITS.~~

~~(c) Exhibits~~35 South Ocean Avenue

~~10.01: Resignation~~Patchogue, ~~letter~~NY, ~~for Marc Scheive~~11772

~~10.02 Resignation~~Fax ~~letter~~– ~~for~~1 ~~David~~888 ~~Zhang~~265 0498

~~10.03: Consent~~Phone to– ~~Act~~1 as888 a488 ~~director for Christopher Scheive~~6882

~~10.04: Consent~~SECTION to9 ~~Act as an officer for Christopher Scheive~~- EXHIBITS.

~~SIGNATURES~~(c) Exhibits

~~Pursuant~~10.01: Resignation toletter ~~the~~for ~~requirements~~Christopher ~~of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized~~Scheive.

~~Legacy~~10.02: Consent ~~Wine~~to &Act ~~Spirits~~as ~~International~~a ~~Ltd~~Director for Matt Kelly.

~~DATED~~10.03: ~~November~~Consent ~~19,~~to ~~2008~~Act as an Officer for Matt Kelly.

By10.04: Consent to Act as an Officer for Jaclyn Cruz.

~~/s/~~10.05: Shares C.for ~~Scheive~~ debt agreement.

~~Christopher~~10.06: Shares ~~Scheive,~~for ~~President~~debt agreement.

3SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized.

Legacy Wine & Spirits International Ltd.

DATED: December 20, 2010

/s/: Jaclyn Cruz

By: Jaclyn Cruz, President

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