United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

~~[X]~~xANNUAL ~~ANNUAL~~ REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2009~~2010 OR ¨ o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ~~TO_________~~TO

COMMISSION FILE NUMBER 0-14278

LEGACY WINE & SPIRITS INTERNATIONAL LTD.



NEVADA	91-1963840
(STATE OF INCORPORATION)	(I.R.S. ID)

~~1802~~35 ~~GOYA~~South ~~STREET,~~Ocean ~~JONQUIERE~~Avenue, ~~QUEBEC~~Patchogue, ~~G7Z~~New ~~1C3~~York, 11772

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

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

COMMON STOCK ~~OTC: BB~~Pinksheets

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

Common Stock, Par Value $.0001

(Title of Class)

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

Securities registered pursuant to Section 12(g) of the Act: Common stock, $.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. oYes x No

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o 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 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a smaller reporting company.

Large accelerated filer ¨ o

Accelerated filer ¨ o

Non-accelerated filer ¨ o (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).oYes x No

As of March 31, ~~2010~~2011, there were 2950,~~139~~875,~~085~~385 shares of the issuer's $0.0001 par value common stock issued and outstanding.

Documents incorporated by reference: None

-1-

Legacy Wine & Spirits International Ltd.
FORM 10-K

For The Fiscal Year Ended December 31, ~~2009~~2010

INDEX

PART I

ITEM 1. BUSINESS

ITEM 1A. RISK FACTORS

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. (REMOVED AND RESERVED)

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF

EQUITY SECURITIES

ITEM 6. SELECTED FINANCIAL DATA

117

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

1110

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1211

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES ~~EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES~~

3029

ITEM 9B. OTHER INFORMATION

3130

PART III

3130

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

3130

ITEM 11. EXECUTIVE COMPENSATION

3230

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER

MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

SIGNATURES

3534

-2-

Note About Forward-Looking Statements

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” (refer to Part I, Item 1A). We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” (refer to Part I, Item 1A). We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 2

PART I

ITEM 1. BUSINESS

GENERAL

The following should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Legacy Wine & Spirits International Ltd. (formerly Legacy Mining Ltd.) (“Legacy” or the “Company”) was incorporated on February 19, 1999 in the State of Nevada as Power Direct Tech.com. On February 23, 1999, the Company changed its name to PD Tech.com and on June 8, 1999 the Company changed its name to Cardstakes.com to reflect management’s decision to shift the Company’s focus to internet-based business development. On January 13, 2004, the Company changed its name to Legacy Mining Ltd. to reflect management’s decision to shift the Company’s focus to mineral exploration and development. We also declared a one-for-two reverse stock split of all of the outstanding common stock, without any change in par value of the shares of common stock. Shareholder approval was obtained to affect the reverse stock split which became effective on January 30, 2004. The new CUSIP number for the Company is 5246EP 10 3.

On December 12, 2006, Legacy filed a Form SB-2 Registration Statement with the United States Security Commission. Following a number of amendments, the SB-2/A was declared effective on August 3, 2007. The trading symbol is “LEYM”.

On April 4, 2008, the Company held a Special Meeting whereby the Board of Directors, by unanimous consent, adopted, effective May 2, 2008, the following amendments to its Articles of Incorporation:

Name Change. A majority of the shareholders entitled to vote on such matters approved a change of name from Legacy ~~Wine~~Mining ~~& Spirits International~~ Ltd. to “Legacy Wine & Spirits International Ltd”. On April 8, 2008, a Certificate of Amendment to its Articles of Incorporation was filed with the State of Nevada changing the name to Legacy Wine & Spirits International Ltd. Change of Symbol and CUSIP Number. The Company also took the necessary steps to change its symbol and CUSIP Number. Therefore, the CUSIP Number has changed from 5246EP 10 3 to 52470N 10 1. Following the review of the NASD and FINRA, the Company was given a new effective date for trading. Effective at the opening of business on May 27, 2008, the symbol changed from LEYM to “LWSP”.

~~Our~~On ~~Wine~~October &13, ~~Spirits~~2010, ~~Operation~~the Company was removed from the bulletin board to the pinksheets for failure to comply with Rule 15c2-11 whereby the frequency of market maker quotations did not meet the requirements of the Rule. The Company is taking the necessary steps to be in compliance with Rule 15c2-11 and be able to return to the OTC Bulletin Board for quotations in due course.

OnOur ~~May 28, 2008 Legacy~~ Wine & Spirits International Ltd. reported that it had signed an agreement with Legacy Wine and Spirits Merchants Ltd (“Legacy Merchants”) a Hong Kong based Company, for the rights to a fifteen (15) year general license to import, bottle, blend, manufacture and distribute wine and spirits in China. Legacy Merchants received 1,000,000 shares of the Company’s Rule 144 stock valued at $960,000 for the rights to the aforementioned license through its agreement with Beijing Nine Dragons Winery Development Co. Ltd (“Nine Dragons”) a China based company. Through Legacy Merchants and its agreement with Crown Star Holdings Ltd, an alcoholic beverage sourcing company with offices in Canada and Hong Kong, the Company has access to a wide selection of fine wine and spirits. The Company’s initial plans were to open at least two (2) wine and spirits retail stores to be located in Beijing, China by September, 2008 for the distribution of its imported products. Through a number of delays after the completion of the Beijing 2008 Olympics, the plan has changed. Legacy renovated one (1) 1,900 sq.ft. store in Tianjin, China completed in November, 2008. This store will be named “Legacy Wine and Spirits” and will initially stock imported red and white wines as well as a selection of spirits from choice regions throughout the world. This initial store will be a flagship model for a franchising plan designed to further broaden the Company’s distribution facilities and gain further market awareness and penetration of the Legacy brand. Once the Legacy retail stores have been established, the Company will exercise its First Right of Refusal to start-up its manufacturing facility in Beijing through Legacy Merchants agreement with Nine Dragons.Operation

~~-3-~~On May 28, 2008 Legacy Wine & Spirits International Ltd. reported that it had signed an agreement with Legacy Wine and Spirits Merchants Ltd (“Legacy Merchants”) a Hong Kong based Company, for the rights to a fifteen (15) year general license to import, bottle, blend, manufacture and distribute wine and spirits in China. Legacy Merchants received 1,000,000 shares of the Company’s Rule 144 stock valued at $960,000 for the rights to the aforementioned license through its agreement with Beijing Nine Dragons Winery Development Co. Ltd (“Nine Dragons”) a China based company. Through Legacy Merchants and its agreement with Crown Star Holdings Ltd, an alcoholic beverage sourcing company with offices in Canada and Hong Kong, the Company has access to a wide selection of fine wine and spirits. The Company’s initial plans were to open at least two (2) wine and spirits retail stores to be located in Beijing, China by September, 2008 for the distribution of its imported products.

On June 24, 2008 Legacy Wine & Spirits International Ltd. reported that it had signed a Distribution Agreement with a Canadian based supplier of Italian wines. This Agreement provided for the supply of select bottled wines at the mid-range price-point from six (6) different wine regions in Italy. The Company was at this time in talks with distributors and wineries in both Spain and California with regards to a Distribution Agreement for wine supply from those parts. During the year ended December 31, 2008, the Company decided to terminate its distribution agreement with 2174684 and it was refunded its $45,000 advance.3

~~Thereafter,~~Through a number of delays after the ~~Company~~completion ~~secured~~of athe ~~relationship~~Beijing ~~with~~2008 ~~Bronco~~Olympics, ~~Wine~~the ~~Company~~plan ofhas ~~California~~changed. ~~and~~Legacy ~~purchased~~renovated ~~its~~one ~~initial~~(1) ~~inventory~~1,900 ofsq.ft. ~~nine~~store ~~varietals~~in ofTianjin, ~~wine~~China oncompleted ~~September~~in 26November, 2008. ~~for~~This ~~the~~store ~~purchase~~is ~~price~~named of“Legacy ~~$37,800~~Wine and Spirits” and has initially stocked imported red and white wines from choice regions throughout the world. ~~Subsequent~~This toinitial ~~September~~store ~~30,~~will ~~2008,~~be ~~1050~~a ~~cases~~flagship ofmodel ~~wine~~for ~~were~~a ~~shipped~~franchising plan designed to ~~China~~further broaden the Company’s distribution facilities and ~~displayed~~gain ~~for~~further ~~the~~market ~~opening~~awareness and penetration of the ~~first~~Legacy ~~wine~~brand. Once ~~store~~the Legacy retail stores have been established, the Company will exercise its First Right of Refusal to start-up its manufacturing facility in ~~December~~Beijing ~~2008~~through Legacy Merchants agreement with Nine Dragons.

~~The~~In the fourth quarter of 2010, the Company ~~has~~conducted ~~also~~an ~~incurred~~impairment analysis on the $101,025,100 attributed value of its intangible assets, including its license with Legacy Merchants valued at $960,000. inThese ~~costs~~tests ~~for~~involved ~~sourcing~~the use of ~~product~~estimates and ~~brands~~assumptions appropriate in the circumstances in accordance with ~~wine~~ASC &35-25-35:Subsequet ~~spirits~~measurement. ~~manufacturers~~In inassessing ~~China~~fair value, valuation models were used that include discounted cash flows. AsThe atmodels ~~December~~use 31assumptions that include levels of growth in assets under management from net sales and market, ~~2009~~pricing and margin changes, synergies achieved on acquisition, discount rates, and observable data for comparable transactions. This analysis of expected future cash flows determined that the ~~inventory~~sum ~~totaled~~of future expected cash flows does not exceed the respective net book value of the license and resulted in a write-down of the intangible asset in the amount of $39872,~~863~~ 225.(~~2008~~2009 - $~~66,082~~Nil).

~~Bronco~~ On June 24, 2008 Legacy Wine ~~Company~~& isSpirits ~~the~~International ~~single~~Ltd. ~~largest~~reported ~~private~~that ~~grape~~it ~~grower~~had insigned ~~the~~a ~~world~~Distribution Agreement with ~~ownership~~a Canadian based supplier of 17Italian wines,~~000~~ ~~hectares~~2174684 Ontario Inc. This Agreement provided for the supply of ~~wine~~select ~~grapes~~bottled ~~and~~wines ~~five~~at ~~Californian~~the ~~wineries~~mid-range price-point from six (6) different wine regions in Italy. The ~~Legacy~~Company iswas ~~importing~~at ~~750~~this mltime ~~bottled~~in ~~wines~~talks with distributors and wineries in ~~several~~both ~~varietals~~Spain ofand ~~Bronco~~California ~~Winery’s~~with ~~Hacienda~~regards ~~Cellars~~to ~~Brand~~a Distribution Agreement for wine supply from ~~Sonoma~~those ~~County~~parts. During the year ended December 31, ~~California~~2008, the Company decided to terminate its distribution agreement with 2174684 Ontario Inc. and it was refunded its $45,000 advance.

Thereafter, ~~The~~the ~~Hacienda~~Company ~~brand~~secured ~~from~~a ~~Bronco~~relationship ~~Winery~~with ~~will~~Bronco ~~include~~Wine ~~Merlot,~~Company ~~Cabernet~~of ~~Sauvignon,~~California ~~Chardonnay,~~and ~~Sauvignon~~purchased ~~Blanc,~~its ~~Riesling,~~initial ~~Gewurztraminer,~~inventory ~~Viognier,~~of ~~White~~nine ~~Zinfandel~~varietals ~~and~~of ~~Brut Sparkling Wine. All~~ wine ~~varietals~~on ~~are~~September ~~aimed~~26, at2008 for the ~~mid-~~purchase price ~~point~~of ~~and~~$37,800. ~~will~~Subsequent beto ~~distributed~~September ~~and~~30, ~~retailed~~2008, in1050 ~~China~~cases ~~via~~of ~~wholesale~~wine ~~retailers~~were ~~and~~shipped ~~Legacy’s~~to ~~own~~China ~~outlet~~and ~~showroom~~displayed ~~which~~for ~~caters to~~ the ~~retail~~opening ~~buyer as well, located in TEDA, Tianjin, a second tier city~~ of ~~over~~the 10first ~~million~~wine ~~people~~store ~~just~~in ~~outside~~December ~~of Beijing~~2008.

The Company has aalso ~~three~~incurred ~~phase~~$10,000 in costs for sourcing of ~~business~~product ~~operation:~~and brands with wine & spirits manufacturers in China. As at December 31, 2010, the inventory totaled $20,551 (2009- $39,863).

~~Phase~~Bronco ~~One:~~Wine Company is the single largest private grape grower in the world with ownership of 17,000 hectares of wine grapes and five Californian wineries. Legacy is importing 750 ml bottled wines in several varietals of Bronco Winery’s Hacienda Cellars Brand from Sonoma County, California.

~~Legacy~~ The ~~opened~~Hacienda ~~the~~brand ~~initial~~from ~~corporately~~Bronco ~~owned~~Winery ~~wine~~will ~~and~~include ~~spirits~~Merlot, ~~retail~~Cabernet ~~store~~Sauvignon, ~~in Tianjin~~Chardonnay, ~~China~~Sauvignon inBlanc, ~~December~~Riesling, ~~2008. This~~Gewurztraminer, ~~retail store is stocked with select~~Viognier, ~~moderately~~White ~~priced~~Zinfandel ~~imported wines~~ and ~~will~~Brut ~~serve~~Sparkling asWine. ~~the~~All ~~design~~wine ~~and~~varietals ~~sales~~are ~~model~~aimed ~~for~~at ~~all~~the ~~franchise~~mid-price ~~boutiques~~point ~~opened~~and ~~thereafter. This~~will ~~phase~~be ~~sees~~distributed ~~Legacy establishing its brand name~~ and ~~retail~~retailed ~~stores~~in ~~through~~China ~~Point~~via ofwholesale ~~Purchase~~retailers ~~marketing~~ and ~~taste appreciation gatherings.~~ Legacy’s ~~will~~own ~~also~~outlet ~~secure~~showroom ~~purchase~~which ~~orders~~caters ~~from~~to ~~wholesale~~the ~~distributors~~retail ~~for~~buyer ~~its~~as ~~‘Bottled~~well, ~~Exclusively~~located ~~for~~in ~~Legacy’~~TEDA, ~~wine~~Tianjin, ~~and~~a ~~spirits~~second ~~line. This~~tier ~~phase~~city ~~moves~~of ~~the~~over ~~Company~~10 ~~towards~~million ~~the~~people ~~establishment~~just outside of ~~the Legacy brand.~~ Beijing

~~Phase~~The ~~Two~~Company has a three phase of business operation:

~~Legacy~~Phase has $85,000 reserved for leasehold improvements required to be made to future store locations. Additionally, the Company is in negotiations with three (3) existing wine and spirit stores in China. These stores are located in and around the Company's flagship store in TEDA (Tianjin Economic Development Area).One:

~~The~~Legacy ~~location~~opened ofthe ~~these~~initial ~~stores~~corporately ~~were~~owned ~~strategically~~wine ~~chosen~~and ~~for~~spirits ~~logistic~~retail ~~reasons~~store ~~since~~in ~~this~~Tianjin, ~~will~~China ~~enable~~in ~~the~~December, ~~current~~2008. This ~~Legacy~~retail ~~staff~~store towas ~~move~~stocked ~~between~~with ~~each~~select, ~~store~~moderately ~~implementing~~priced ~~the~~imported ~~protocol~~wines and ~~standards~~has ~~that~~served ~~Legacy~~as ~~Stores~~the ~~will~~design ~~be known for in China. A Legacy Wine~~ and ~~Spirits~~sales ~~store~~model ~~should~~for ~~signify~~all afranchise ~~reliable~~boutiques ~~place~~opened ~~for~~thereafter. This ~~locals~~phase orenabled ~~foreigners~~Legacy to establish ~~purchase~~its ~~their~~brand ~~alcohol~~name ofand ~~choice~~retail ~~whether~~stores itthrough bePoint ~~for~~of ~~gift~~Purchase ~~giving~~marketing ~~or personal consumption. With limited capital investment necessary~~ and ~~the~~taste ~~Company's~~appreciation ~~stock~~gatherings. In ~~as a negotiable tool~~addition, ~~Legacy's~~this ~~management~~phase ~~feels that it~~ will beenable ~~advantageous~~Legacy to ~~integrate~~secure ~~these~~purchase ~~existing~~orders ~~operating~~from ~~entities~~wholesale ~~into~~distributors afor ~~chain~~its of‘Bottled ~~Legacy~~Exclusively ~~retail~~for ~~outlets~~Legacy’ ~~thus~~wine ~~solidifying~~and ~~the~~spirits ~~Company's corporate branding~~line. This ~~move~~phase ~~will~~moves ~~greatly expedite~~ the Company's ~~ability~~towards ~~to distribute its inventory and increase its brand awareness in China. The proposed acquisition will enable Legacy to have~~ the ~~economy~~establishment of ~~scale~~the ~~working~~Legacy ~~in their favor in terms of sales multiples and purchasing capabilities with wine and spirit suppliers and vendors~~brand.

-4-

~~Through~~Phase its agreement with Beijing Nine Dragons Winery Development Co. Ltd., Legacy will start importing select wine and spirits to be bottled in-house and distributed by the Company to Legacy’s retail outlets. This phase will allow Legacy to increase its profit margin via lower shipping costs and taxes as well as wholesale price reductions. This phase will begin in the third quarter of 2010. Two:

~~Phase~~Legacy ~~Three:~~has $85,000 reserved for leasehold improvements required to be made to future store locations. Additionally, the Company is currently working towards leasing and renovating an additional existing wine and spirit store in China. These stores are located in and around the Company's flagship store in Tianjin Economic Development Area (TEDA).which Legacy intends to have these operating in the 2011 year.

~~Legacy~~The location of these stores were strategically chosen for logistic reasons since this will ~~begin~~enable the ~~importing~~current ofLegacy ~~select~~staff ~~wine~~to ~~juice~~move ~~for~~between ~~the~~each ~~purpose~~store ofimplementing ~~blending~~the protocol and ~~manufacturing~~standards ~~its~~that ~~own~~Legacy ~~brand~~Stores ~~label~~will ~~wines~~be ~~and~~known ~~spirits. This~~for ~~phase~~in ~~sees~~China. A Legacy ~~advance~~Wine ~~its~~and ~~market~~Spirits ~~penetration~~store should signify a reliable place for locals or foreigners to purchase their alcohol of choice whether it be for gift giving or personal consumption. , ~~solidify~~Legacy's ~~its~~management ~~brand~~feels ~~recognition~~that ~~and~~it ~~thus~~will ~~realize~~be advantageous to integrate these existing operating entities into a ~~further~~chain ~~increase~~of inLegacy ~~its~~retail ~~profit~~outlets ~~margin~~thus solidifying the Company's corporate branding. This ~~phase~~move will ~~begin~~greatly expedite the Company's ability to distribute its inventory and increase its brand awareness in China. The proposed acquisition will enable Legacy to have the ~~fourth~~economy ~~quarter~~of scale working in their favor in terms of ~~2010.~~sales multiples and purchasing capabilities with wine and spirit suppliers and vendors.

~~The~~Through ~~Company~~its ~~attended~~agreement ~~the~~with ~~Shanghai-Fujian~~Beijing ~~Seafood~~Nine ~~Association~~Dragons ~~(SFSA)~~Winery ~~dinner~~Development ~~where~~Co. Ltd., Legacy's ~~wines~~will ~~were~~start ~~the~~importing ~~only~~select ~~wines featured at the seafood/~~wine ~~pairing~~and ~~dinner~~spirits onto ~~December~~be ~~11,~~bottled ~~2009.~~in-house ~~The~~and ~~SFSA~~distributed ~~provides~~by ~~up to 40% of~~ the ~~seafood~~Company ~~consumed~~to inLegacy’s ~~Shanghai~~retail outlets. This ~~The~~phase ~~event~~will ~~provided~~allow anLegacy ~~excellent opportunity~~ to ~~broaden~~increase ~~the~~its ~~base~~profit ofmargin ~~acceptance~~via ~~for~~lower ~~Legacy's~~shipping ~~wine~~costs ~~selections~~ and ~~resulted~~taxes inas ~~immediate~~well ~~orders~~as ~~for~~wholesale ~~400~~price ~~cases~~reductions. This ofphase ~~Legacy~~is ~~wines~~expected asto ~~well~~begin asin the ~~consumption~~third ofquarter ~~30 cases~~ of ~~wine at the event~~2011.

~~Approximately~~Phase 40 percent of imported wine enters China through Shanghai, so it is natural that the city has become the base for the majority of the leading distributors. Shanghai's specialty retail wine shops are a growing phenomenon in Shanghai and are unique alternatives to traditional state-owned tobacco and liquor shops and other retail outlets. These shops have found a niche in the retail market due to their unique marketing strategies, educational events, and store locations. From wine tasting parties and definitive flavor labels to wine and food matching seminars, these small specialty shops offer a growing and personalized introduction to imported wine.Three:

Legacy iswill ~~expecting~~begin tothe ~~join~~importing ~~this~~of select wine juice for the purpose of blending and manufacturing its own brand label wines and spirits. This phase sees Legacy advance its market ~~with~~penetration, solidify its ~~first~~brand ~~wine~~recognition ~~outlet~~and inthus ~~Shanghai~~realize a further increase in ~~2010~~its profit margin. This ~~The~~phase ~~local~~is ~~partners~~expected ~~currently~~in ~~buy~~the ~~wine~~fourth ~~from~~quarter ~~Legacy~~of 2011.

~~According~~Approximately to40 ~~statistics,~~percent ~~Xiamen~~of imported wine enters China through Shanghai, ~~the~~so ~~capital~~it is natural that the city ofhas ~~Fujian~~become ~~Province,~~the ~~reports~~base ~~annual~~for ~~consumption~~the ~~volumes~~majority of the leading distributors. Shanghai's specialty retail wine ~~exceeding~~shops ~~10,000~~are ~~liters,~~a ofgrowing ~~which~~phenomenon ~~45%~~in Shanghai and are ~~premium~~unique ~~wines.~~alternatives ~~Sales~~to ~~volumes~~traditional ~~have~~state-owned ~~been~~tobacco ~~increasing~~and byliquor ~~15%~~shops ~~each~~and ~~year~~other ~~making~~retail ~~Xiamen~~outlets. ~~one~~These ofshops ~~the~~have ~~key~~found ~~wine~~a ~~markets~~niche in ~~China.~~the Inretail ~~addition~~market due to ~~strong~~their ~~local~~unique ~~demand~~marketing ~~for~~strategies, ~~wine~~educational events, ~~Xiamen~~and ~~also~~store ~~plays~~locations. anFrom ~~important~~wine ~~role~~tasting asparties aand ~~wine~~definitive ~~distribution~~flavor ~~centre~~labels to ~~neighboring~~wine ~~areas~~and ~~such~~food asmatching ~~Quanzhou~~seminars, ~~Fuzhou~~these small specialty shops offer a growing and ~~Zhejiang~~personalized inintroduction ~~Jiangxi~~to ~~province~~imported wine.

Legacy ~~also~~is ~~intends~~expecting to ~~set~~join upthis amarket ~~joint~~with ~~venture~~its infirst ~~2010~~wine tooutlet ~~aggressively~~in ~~enter~~Shanghai ~~the~~in ~~Xiamen market~~2011. ~~Similar~~The ~~to Shanghai the~~ local partners currently buy wine from Legacy.

~~Further~~According to statistics, Xiamen, the ~~Company~~capital iscity inof ~~the~~Fujian ~~process~~Province, ofreports ~~producing~~annual ~~the~~consumption ~~first~~volumes of ~~its~~wine ~~own~~exceeding ~~brand~~10,000 liters, of ~~select~~which 45% are premium wines. ~~under~~Sales ~~private~~volumes ~~label~~have ~~from~~been ~~choice~~increasing ~~vintners~~by ~~around~~15% each year making Xiamen one of the ~~world~~key wine markets in China. In addition to strong local demand for wine, Xiamen also plays an important role as a wine distribution centre to neighboring areas such as Quanzhou, Fuzhou and Zhejiang in Jiangxi province.

~~The~~Legacy ~~first~~also ~~selection~~intends ~~will~~to beset ~~from~~up ~~the~~a ~~region~~joint ofventure ~~Chile~~ in ~~South~~2011 ~~America,~~ to beaggressively ~~known~~enter as the ~~Andes~~Xiamen ~~Primera Collection by Legacy~~market. ~~The~~Similar ~~Andes~~to ~~Primera~~Shanghai ~~Brand~~the ~~will~~local ~~consist~~partners ofcurrently ~~red~~buy wine ~~varietals~~from ~~only such as Cabernet Sauvignon, Merlot, Malbec, Camanere and Cabernet-Merlot~~Legacy. ~~Currently, imported bottled Chilean wines in China are competitive in price due to a special trade agreement between the two countries.~~

~~-5-~~In doing business in China, Legacy is required to abide by the PRC laws and regulations regarding foreign ownership and certain requirements do effect our operations. A summary of these requirements appears below:

~~ITEM~~- 1AA foreign corporation owing a Chinese subsidiary would normally have to maintain a certain balance at the bank unless a Chinese citizen holds the subsidiary shares. ~~RISK~~The ~~FACTORS~~shares in Tianjin Legacy Wine Trading Co. Ltd. are held in trust by a Chinese citizen (Dennis Zhao, Manager) on behalf of Legacy.

~~Not applicable to smaller reporting companies~~5

~~ITEM~~- ~~1B.~~We ~~UNRESOLVED~~have ~~STAFF~~to ~~COMMENTS~~remit taxes to the government not only at the point of receiving imported wine, but also on the sale of wine.

~~None~~- We have to pre-submit the labels to all wine being imported to China to the authorities so they can match them to the products when they arrive at Customs.

~~ITEM~~- 2.We ~~PROPERTIES~~have to have Chinese labeling done in China.

As- ofThe ~~the~~Pudong ~~dates~~bank ~~specified~~account inwe ~~the~~maintain ~~following~~takes ~~table,~~a ~~Wine~~1% &processing ~~Spirits~~fee ~~International~~on ~~Ltd.~~all ~~Held~~deposits ~~the~~under ~~following~~a ~~property~~certain ~~in the following amounts:~~amount.

~~Property~~- We have to have an annual business license and health certificate.

~~December~~- ~~31,~~The ~~2009~~majority of suppliers in China have a policy that cash is the only acceptable form of payment.

~~December~~ITEM 1A. RISK ~~31, 2008~~FACTORS

~~--------------------------------------------------------------------------------------------------------------------~~Not applicable to smaller reporting companies

~~Cash~~ITEM 1B. UNRESOLVED ~~and~~STAFF ~~equivalents~~COMMENTS

USThe $Company 6has received a comment later dated February 17,~~743~~ 2011 from the United States Securities and Exchange Commission and is responding to the comments contained therein commensurate with the filing of the this Form 10K. The response letter is to be filed on April 15, 2011.

USITEM 2. PROPERTIES ~~$ 13,432~~

~~Legacy~~As ~~Wine & Spirits International Ltd. defines cash equivalents as all highly liquid investments with a maturity~~ of 3the ~~months~~dates orspecified ~~less~~in ~~when~~the ~~purchased.~~following ~~Legacy~~table, Wine & Spirits International Ltd. ~~does~~Held ~~not~~the ~~presently~~following ~~own~~property ~~any interests~~ in ~~real~~the ~~estate.~~following ~~Legacy Wine & Spirits International Ltd. does presently own computer equipment with a net book value of $990 (2008 – $1,416)~~amounts:

~~Facilities.~~ Property

AsDecember ~~of August 1~~31, 2002, Legacy Wine & Spirits International Ltd. has leased 1250 sq. ft of office space from Holm Investments Ltd. at $1,000 per month for a period of 3 years and has been renewed for an additional 3 years at $1,100 per month. The current tenancy agreement expired August 1, 2008 and was renewed for 3 additional years at $1,100 per month. Effective September 1, 2008, the Company has also leased an additional 900 sq. ft office from 1063244 Alberta Ltd. for $1,100.00 per month on a month to month basis. As of October 15, 2008, the Company has leased it wine store in Tianjin for a period of 10 years (renewable for an additional 5 yrs.), at $1,225 per month.2010

~~-6-~~ December 31, 2009

~~ITEM 3. LEGAL PROCEEDINGS~~--------------------------------------------------------------------------------------------------------------------

~~None.~~Cash and equivalents

~~ITEM~~ US 4.$ ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~3,665

~~None~~ US $ 6,743

~~PART~~Legacy IIWine & Spirits International Ltd. defines cash equivalents as all highly liquid investments with a maturity of 3 months or less when purchased. Legacy Wine & Spirits International Ltd. does not presently own any interests in real estate. Legacy Wine & Spirits International Ltd. does presently own computer equipment with a net book value of $694 (2009 – $990)

~~ITEM 5~~Facilities. ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~

As atof ~~December~~August 311, ~~2009 there were approximately 2~~2010,~~000~~ ~~holders of~~ the ~~outstanding~~Company ~~shares~~has ofleased ~~the~~1250 ~~Legacy Wine & Spirits International Ltd~~sq.'s ~~$0.001~~ft ~~par~~of ~~value~~office ~~common~~space ~~stock. Legacy~~from ~~Wine~~Holm &Investments ~~Spirits International~~ Ltd. ~~participates~~at in$2,500 ~~the~~per ~~OTC~~month ~~Bulletin~~for ~~Board~~a ~~Electronic~~period ~~Quotation~~of ~~System~~3 ~~maintained~~years. byAs ~~the National Association~~ of ~~Securities~~October ~~Dealers~~15, ~~Inc.~~2008, ~~under~~ the ~~most~~Company ~~recent~~has ~~trading~~leased ~~symbol~~it ~~"LEYM".~~wine ~~Legacy~~store ~~Wine~~in &Tianjin ~~Spirits~~for ~~International~~a ~~Ltd.~~period ~~began~~of ~~trading~~10 ~~October~~years ~~30,~~(renewable ~~2007.~~for ~~According~~an toadditional ~~quotes~~5 ~~provided by stockhouse~~yrs.~~com~~), ~~the~~at ~~Legacy~~$1,225 ~~Wine~~per ~~& Spirits International Ltd~~month.~~'s common stock has closed at:~~

~~Quarter~~ITEM 3. LEGAL PROCEEDINGS

~~High~~None.

~~Low~~ITEM 4. (REMOVED AND RESERVED)

~~2007 Fourth Quarter~~6

~~$0.75~~PART II

$0ITEM 5.15 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

~~2008~~As ~~First~~at ~~Quarter~~December 31, 2010 there were approximately 2,000 holders of the outstanding shares of the Legacy Wine & Spirits International Ltd.'s $0.0001 par value common stock. Legacy Wine & Spirits International Ltd. participates in the Pinksheets Electronic Quotation System maintained by the National Association of Securities Dealers, Inc., under the most recent trading symbol "LWSP". Legacy Wine & Spirits International Ltd. began trading October 30, 2007. According to quotes provided by quotemedia.com, the Legacy Wine & Spirits International Ltd.'s common stock has closed at:

~~$1.00~~Quarter

~~$0.64~~High

~~2008 Second Quarter~~Low

~~$1.05~~2008 First Quarter

$01.8300

~~2008 Third Quarter~~$0.64

~~$0.80~~2008 Second Quarter

$01.5105

~~2008 Fourth Quarter~~$0.83

~~$0.93~~2008 Third Quarter

$0.6080

~~2009 First Quarter~~$0.51

~~$0.83~~2008 Fourth Quarter

$0.7093

~~2009 Second Quarter~~$0.60

~~$0.73~~2009 First Quarter

$0.2583

~~2009 Third Quarter~~$0.70

~~$0.48~~2009 Second Quarter

$0.1373

~~2009 Fourth Quarter~~$0.25

~~$0.39~~2009 Third Quarter

$0.0848

~~Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions~~$0.13

~~The~~2009 ~~public~~Fourth may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.Quarter

~~-7-~~$0.39

~~Common Stock. Legacy Wine & Spirits International Ltd. is authorized to issue 100,000,000 shares of common stock,~~ $0.0001 par value, each share of common stock having equal rights and preferences, including voting privileges. The shares of $.0001 par value common stock of Legacy Wine & Spirits International Ltd.. constitute equity interests in Legacy Wine & Spirits International Ltd. entitling each shareholder to a pro rata share of cash distributions made to shareholders, including dividend payments. As of December 31, 2009, 22,744,085 shares of the Legacy Wine & Spirits International Ltd.'s common stock were issued and outstanding.08

~~The~~2010 ~~holders~~First of Legacy Wine & Spirits International Ltd.'s common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of directors of Legacy Wine & Spirits International Ltd. or any other matter, with the result that the holders of more than 50% of the shares voted for the election of those directors can elect all of the Directors.Quarter

~~The holders of Legacy Wine & Spirits International Ltd~~$0.'s common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to Legacy Wine & Spirits International Ltd.'s common stock. All of the outstanding shares of Legacy Wine & Spirits International Ltd.'s common stock are duly authorized, validly issued, fully paid and non-assessable.09

~~Dividends~~$0. The holders of the Legacy Wine & Spirits International Ltd.'s common stock are entitled to receive dividends when, as and if declared by Legacy Wine & Spirits International Ltd.'s Board of Directors from funds legally available therefore; provided, however, that cash dividends are at the sole discretion of Legacy Wine & Spirits International Ltd.'s Board of Directors. In the event of liquidation, dissolution or winding up of Legacy Wine & Spirits International Ltd., the shareholders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities of Legacy Wine & Spirits International Ltd. and after provision has been made for each class of stock, if any, having preference in relation to Legacy Wine & Spirits International Ltd.'s common stock.03

~~Legacy~~2010 ~~Wine~~Second & Spirits International Ltd. has never declared or paid any dividends on its common stock. Legacy Wine & Spirits International Ltd. does not intend to declare or pay any dividends in the foreseeable future.Quarter

~~Sales of Securities~~$0.06

~~2009 Transactions~~ $0.03

On2010 ~~January~~Third ~~22, 2009 the Company issued 400,000 restricted common shares with a fair value of $240,000 pursuant to deferred compensation agreements (See note 5).~~ Quarter

~~On April 20, 2009 the Company issued 13,000 restricted common shares with a fair value of~~ $~~7,930 in exchange for services~~0. 03

~~On November 10, 2009 the Company issued 15,000 restricted common shares with a fair value of~~ $~~1,950 in exchange for services~~0. 02

~~During~~2010 ~~the~~Fourth year ended December 31, 2009, the Company issued 1,375,000 shares under the Company’s 2008 & 2009 Employee Stock Option Incentive Plans with a value of $192,300 for satisfaction of debt to related parties and 345,000 shares for cash proceeds of $51,300.Quarter

~~-8-~~$0.05

~~2008 Transactions~~ $0.01

OnSuch ~~February~~quotations ~~27,~~reflect ~~2008~~inter-dealer ~~the Company issued 25~~prices,~~000~~ ~~restricted~~without ~~common~~retail ~~shares with a fair value of $16~~mark-up,~~250~~ tomark-down aor ~~newly~~commission ~~appointed~~and ~~director~~may ~~for~~not ~~his~~represent ~~current~~actual ~~services~~transactions.

OnThe ~~May~~public ~~27,~~may ~~2008,~~read ~~the~~and ~~Company~~copy ~~issued~~any ~~294,083~~materials ~~shares~~filed ofwith ~~Legacy~~the ~~Wine~~SEC &at ~~Spirits~~the ~~International~~SEC's ~~Ltd.~~Public ~~common~~Reference ~~stock~~Room inat ~~satisfaction~~450 ofFifth ~~$147~~Street NW,~~041~~ ~~owed~~Washington, toD.C. ~~nine (9) related parties~~20549. The ~~issuance~~public ~~price~~may ofalso ~~thecommon~~obtain ~~stock~~information ~~was~~on ~~$0.50~~the ~~per~~operation ~~share~~of ~~as agreed between~~ the ~~debtors~~Public ~~and~~Reference ~~Legacy~~Room ~~Wine~~by &calling ~~Spirits~~the ~~International~~SEC ~~Ltd~~at 1-800-SEC-0330. The ~~fair~~SEC ~~market~~maintains ~~value~~an ofInternet ~~those~~site ~~shares~~that oncontains ~~the~~reports, ~~date~~proxy ofand ~~issue~~information ~~was~~statements, ~~$0.95~~and ~~per~~other ~~share,~~information ~~resulting~~regarding inissuers ~~interest~~that onfile electronically with the ~~settlement~~SEC. The address of ~~debt~~that insite ~~the~~is http://www.sec.gov.

~~amount~~Common Stock. Legacy Wine & Spirits International Ltd. is authorized to issue 100,000,000 shares of common stock, $~~132~~.0001 par value,~~337~~ each share of common stock having equal rights and preferences, including voting privileges. The shares of $.0001 par value common stock of Legacy Wine & Spirits International Ltd. constitute equity interests in Legacy Wine & Spirits International Ltd. entitling each shareholder to a pro rata share of cash distributions made to shareholders, including dividend payments. As of December 31, 2010, 42,405,385 shares of the Legacy Wine & Spirits International Ltd.'s common stock were issued and outstanding.

OnThe ~~June~~holders ~~12,~~of ~~2008,~~Legacy ~~the~~Wine ~~Company~~& ~~completed~~Spirits ~~the~~International ~~closing~~Ltd.'s ofcommon ~~the~~stock ~~first~~are ~~phase~~entitled into ~~connection~~one ~~with~~vote afor ~~Private~~each ~~Placement~~share ~~(the~~of ~~“Private~~record ~~Placement“)~~on ofall ~~its~~matters ~~securities~~ to ~~certain~~be ~~accredited~~voted ~~investors~~on ~~for~~by ~~aggregate~~shareholders. ~~gross~~There ~~proceeds~~is ofno ~~$460,000.~~cumulative ~~The~~voting ~~investors~~with ~~purchased~~respect anto ~~aggregate~~the election of ~~920,000~~directors ~~shares~~ of ~~the~~Legacy ~~Company~~Wine at& aSpirits ~~price~~International ~~of $0~~Ltd.50 ~~per~~or ~~share~~any ~~and~~other ~~these~~matter, ~~shares~~with ~~were~~the ~~issued~~result ~~subject~~that tothe ~~restrictions~~holders ~~under~~of ~~Rule~~more ~~144.~~than ~~The~~50% ~~Company~~of isthe ~~now~~shares ~~proceeding~~voted ~~with~~for the election of those directors can elect all of the Directors.

second phase in connection with a Private Placement, which will raise an additional $540,000 through the issuance of 720,000 shares of the Registrant at a price of $0.75 per share for grand total proceeds of $1,000,000. 7

OnThe ~~June~~holders ~~13,~~of ~~2008,~~Legacy ~~the~~Wine ~~Company~~& ~~issued~~Spirits ~~1,000,000~~International ~~restricted~~Ltd.'s common ~~shares~~stock ~~valued~~have atno ~~$960~~conversion,~~000~~ topreemptive ~~acquire~~or aother 15subscription ~~year~~rights, ~~general~~and ~~license~~there are no redemption provisions applicable to ~~import,~~Legacy ~~bottle,~~Wine ~~blend,~~& ~~manufacture~~Spirits International Ltd.'s common stock. All of the outstanding shares of Legacy Wine & ~~distribute~~Spirits ~~wine~~International ~~and~~Ltd.'s ~~spirits~~common ~~throughout~~stock ~~China~~are duly authorized, validly issued, fully paid and non-assessable.

OnDividends. ~~August~~The 19holders of the Legacy Wine & Spirits International Ltd.'s common stock are entitled to receive dividends when, ~~2008~~as and if declared by Legacy Wine & Spirits International Ltd.'s Board of Directors from funds legally available therefore; provided, however, that cash dividends are at the ~~Company~~sole ~~issued~~discretion 85of Legacy Wine & Spirits International Ltd.'s Board of Directors. In the event of liquidation,~~000~~ ~~shares~~dissolution or winding up of Legacy Wine & Spirits International Ltd., the shareholders of common stock are entitled to share ratably in ~~satisfaction~~all ofassets ~~$42,500~~remaining ~~owed~~available for distribution to ~~three~~them ~~(3)~~after ~~related~~payment ~~parties~~of liabilities of Legacy Wine & Spirits International Ltd. ~~The~~ ~~issuance~~and ~~price~~after provision has been made for each class of ~~the~~stock, if any, having preference in relation to Legacy Wine & Spirits International Ltd.'s common stock.

~~common stock was $0.50 per share as agreed between the debtors and~~ Legacy Wine & Spirits International Ltd. ~~The~~has ~~fair~~never ~~market~~declared ~~value~~or ofpaid ~~those~~any ~~shares~~dividends on ~~the~~its ~~date~~common ofstock. Legacy ~~issue~~Wine ~~was~~& ~~$0.70~~Spirits ~~per~~International ~~share,~~Ltd. ~~resulting~~does innot ~~interest~~intend onto ~~the~~declare ~~settlement~~or ofpay ~~debt~~any dividends in the ~~amount~~foreseeable ~~of $17,000~~future.

OnSales ~~September~~of ~~16, 2008, the Company issued 5,000 restricted common shares valued at $2,550 to a new director for directors’ fees.~~Securities

OnThe ~~October 7, 2008, the~~ Company’s ~~issued~~capitalization 6is 100,000,000 ~~restricted~~ common shares ~~for~~with ~~cash~~a inpar ~~the~~value ~~amount~~ of $~~3,000~~0.0001 ~~for~~per ~~a previous~~ share ~~subscription with respect to the second phase of a private placement as described above~~.

On2010 ~~October~~Transactions ~~22, 2008, the Company received proceeds of $97,500 for the issue of 162,500 shares under the Company’s 2008 Employee Stock Option Incentive Plan.~~

~~2009~~On ~~Stock~~January ~~Options~~20, 2010 the Company issued 200,000 restricted common shares with a fair value of $14,000 to a consultant for his current services.

During the year ended December 31, ~~2009,~~2010 the Company ~~granted~~issued ~~a total of 1~~12,~~720~~882,~~000,~~500 5shares ~~year~~under ~~common~~the ~~stock~~Company’s ~~options~~2010 at& ~~various~~2009 ~~prices~~Employee ~~between~~Stock ~~$0.06~~Option -Incentive ~~$0.45~~Plans ~~per~~with ~~share,~~a value of ~~which 1~~$301,~~375,000~~950 ~~were~~for ~~exercised immediately in~~ satisfaction of ~~debts~~debt to related parties inand ~~the amount of~~ $~~192~~100,~~300.~~250 ~~The~~for ~~Company~~certain ~~recognized~~other ~~stock-based~~management compensation of $19,350, which represented the fair value of the remaining 345,000 stock options granted to consultants. The Company received cash proceeds of $51,300 on the exercise of the 345,000 stock options that were granted and ~~immediately~~consulting ~~exercised~~services.

~~-9-~~ On May 26, 2010, the Company issued 1,500,000 restricted common shares with a fair value of $60,000 pursuant to deferred compensation agreements and on December 31, 2010, the Company issued 1,000,000 restricted common shares with a fair value of $20,000 pursuant to deferred compensation agreements.

~~The~~During the year ended December 31, 2010 the Company’s ~~stock~~issued ~~option~~2,627,440 ~~activity~~restricted iscommon asshares ~~follows:~~to settle a debt in the amount of $131,372 to Golden Spirit Enterprises Ltd. and issued 1,451,360 restricted common shares to settle a debt in the amount of $72,568 to Organa Gardens International Inc., both companies with directors in common.

	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance, December 31, 2007	-	$ -	-
Granted during 2008	162,500	0.60	-
Exercised during 2009	(162,500)	0.60	-
Balance, December 31, 2008	-	-	-
Granted during the period	1720,000	0.25	-
Exercised during the period	( 1,720,000)	0.25	-
Balance, December 31, 2009	-	$ -	-

2009 Transactions

AsOn ofJanuary ~~December 31~~22, 2009, ~~there~~the ~~were~~Company ~~587~~issued 400,~~500~~000 ~~stock~~restricted ~~options~~common ~~available~~shares ~~for~~with ~~grant~~a ~~under~~fair ~~the~~value ~~Company’s~~of ~~2008~~$240,000 ~~Stock~~pursuant ~~Incentive~~to ~~and~~deferred ~~Option~~compensation ~~Plan~~agreements.

On ~~June~~April 520, 2009, the Company ~~filed~~issued ~~Registration Statements on Form S-8 to register 6~~13,000~~,000~~ torestricted becommon ~~issued~~shares ~~pursuant~~with toa ~~the~~fair ~~Company’s~~value ~~2009 Stock Incentive and Option Plan. As~~ of ~~December 31~~$7,930 ~~2009,~~in ~~there~~exchange ~~were 4,310,000 stock options available~~ for ~~grant under the Company’s 2009 Stock Incentive and Option Plan~~services.

~~2008~~On ~~Stock~~November ~~Options~~10, 2009 the Company issued 15,000 restricted common shares with a fair value of $1,950 in exchange for services.

During the year ended ~~ended~~ December 31, ~~2008~~2009, the Company ~~granted~~issued ~~a total of 162~~1,~~500~~375,000 5shares ~~year~~under ~~common~~the ~~stock~~Company’s ~~options~~2009 at& an2008 ~~exercise~~Employee ~~price~~Stock ofOption ~~$0.60~~Incentive ~~per~~Plans ~~share. The~~with ~~Company~~a ~~recognized~~value ~~stock-based compensation~~ of $4192,~~875~~300 infor ~~accordance~~satisfaction ~~with SFAS 123R which represented the fair value~~ of ~~stock~~debt ~~options~~to ~~granted~~related toparties ~~consultants~~and in345,000 ~~exchange~~shares for ~~services~~cash ~~rendered~~proceeds toof ~~the Company~~$51,300.

~~(a)~~8

~~The~~2010 ~~Company’s~~Stock ~~stock option activity is as follows:~~ Options

	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance, December 31, 2007	-
Granted during 2008	162,500	0.60	5 years
Exercised during 2008	(162,500)
Balance, December 31, 2008	-	-	-

During the year ended December 31, 2010 the Company issued 12,882,500 shares under the Company’s 2010 & 2009 Employee Stock Option Incentive Plans with a value of $301,950 for satisfaction of debt to related parties and $100,250 for certain other management and consulting services.

~~(b)~~The Company’s stock option activity is as follows:

As of December 31, 2008, there were 617,500 stock options available for grant under the Company’s 2008 Stock Incentive and Option Plan.


	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life

Balance, December 31, 2008	-	-	-
Granted during the period	1,720,000	0.25	-
Exercised during the period	( 1,720,000)	0.25	-

Balance, December 31, 2009	-	$ -	-

Granted during the period	12,882,500	0.03	-
Exercised during the period	(12,882,500)	0.03	-


Balance, December 31, 2010	-	$ -	-

As of December 31, 2010 there were Nil stock options available for grant under the Company’s 2008 and 2009 Stock Incentive and Option Plans. On February 9, 2010, the Company filed Registration Statements on Form S-~~10-~~ 8 to register 9,000,000 to be issued pursuant to the Company’s 2010 Stock Incentive and Option Plan. As of December 31, 2010 there were 1,015,000 stock options available for grant under the Company’s 2010 Stock Incentive and Option Plan

~~ITEM~~2009 6.Stock ~~SELECTED FINANCIAL DATA~~Options

Fiscal Year Ended December 31	2009	2008	2007
Revenue	$ 45,453	$ 2,055	$ Nil
Operating Loss	(586,353)	(505,183)	(100,657)
Net Loss	(568,263)	(668,369)	(100,657)
Basic net loss per share	0.03	0.03	01
Cash dividends declared per share	-	-	-
Cash, cash equivalents, and short-term investments	6,743	13,432	6,014
Total assets	1,205,395	1,315,614	9,952
Long-term obligations	-	-	-
Stockholders’ equity (deficit)	936,293	1,111,726	1,922,877

During the year ended December 31, 2009, the Company granted a total of 1,720,000, 5 year common stock options at various prices between $0.06 - $0.45 per share, of which 1,375,000 were exercised immediately in satisfaction of debts to related parties in the amount of $192,300. The Company recognized stock-based compensation of $19,350, which represented the fair value of the remaining 345,000 stock options granted to consultants. The Company received cash proceeds of $51,300 on the exercise of the 345,000 stock options.

~~ITEM~~The ~~7. MANAGEMENT~~Company’Ss ~~DISCUSSION~~stock ~~AND~~option ~~ANALYSIS~~activity OFis ~~FINANCIAL~~as ~~CONDITION~~follows: ~~AND RESULTS OF OPERATIONS~~

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "will", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.


	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life

Balance, December 31, 2007	-	$ -	-
Granted during 2008	162,500	0.60	-
Exercised during 2009	(162,500)	0.60	-

Balance, December 31, 2008	-	-	-
Granted during the period	1,720,000	0.25	-
Exercised during the period	( 1,720,000)	0.25	-

Balance, December 31, 2009	-	$ -	-

~~The~~As ~~assumptions used for purposes~~ of ~~the~~December ~~forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic~~31, ~~legislative~~2009, ~~industry,~~there ~~and~~were ~~other circumstances. As a result~~587,500 ~~the~~stock ~~identification~~options ~~and~~available ~~interpretation~~for ofgrant ~~data~~under ~~and other information and their use in developing and selecting assumptions from and among reasonable alternatives require~~ the ~~exercise~~Company’s of2008 ~~judgment.~~Stock ToIncentive ~~the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results,~~ and, ~~accordingly,~~Option ~~no opinion is expressed on the achievability of those forward-looking statements~~Plan. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

~~Liquidity and Capital Resources.~~9

~~For~~On ~~the~~June ~~year ended December 31~~5, 2009, wethe ~~had~~Company ~~total~~filed ~~assets~~Registration ofStatements ~~$1,205,395,~~on ~~compared~~Form S-8 to ~~total~~register ~~assets in 2008 of $1,315,614. This includes a cash balance of $~~6,~~743~~000,000 ~~compared~~ to ~~$13,432~~be inissued ~~2008. We~~pursuant ~~also~~to ~~have~~the ~~inventory~~Company’s of2009 ~~$39,863~~Stock Incentive and ~~prepaid~~Option ~~expenses~~Plan. As of ~~$10~~December 31,~~871. We~~ ~~have $110~~2009,~~863~~ ~~invested~~there inwere ~~leasehold improvements~~4, ~~$85~~310,000 onstock ~~deposit~~options available for ~~future~~grant ~~leasehold~~under ~~improvements,~~the ~~intangible~~Company’s ~~assets~~2009 ofStock ~~$951,065~~Incentive and ~~$990~~Option ~~in furniture and fixtures~~Plan.

~~At December 31, 2009, we had current liabilities of $269,102, which was represented by accounts payable and accrued liabilities of $55,890 and $213,212 total due to Golden SpiritEnterpirses Ltd~~ITEM 6.~~,Organa~~ SELECTED ~~Gardens~~FINANCIAL Internatonal Inc. and other related parties. At December 31, 2008 we had current liabilities of $203,888. The slight decrease in liabilities was due to a decrease in funds due to related parties. At December 31, 2009, we had a working capital deficiency of $211,625 (2008 - $(122,880)).DATA

We do not believe that our current cash resources will be able to maintain our current operations for an extended period of time. We will be required to raise additional funds or arrange for additional financing over the next 12 months to adhere to our development schedule. No assurance can be given, however, that we will have access to additional cash in the future, or that funds will be available on acceptable terms to satisfy our working capital requirements. If we are not able to arrange for additional funding or if our officers, directors and shareholders stop advancing funds to us, we may be forced to make other arrangements for financing such as loans or entering into strategic alliances. We have not identified any alternative sources of financing.


Fiscal Year Ended December 30	2010	2009	2008	2007

Revenue	$ 29,571	$45,453	$ 2,055	$ Nil
Operating Loss	(1,545,596)	(568,263)	(505,183)	(100,657)
Net Loss	(1,536,607)	(568,263)	(668,369)	(100,657)
Basic net loss per share	0.05	03	0.03	01
Cash dividends declared per share	-	-	-	-
Cash, cash equivalents, and short-term investments	3,665	6,743	13,432	6,014
Total assets	227,101	1,205,395	1,315,614	9,952
Long-term obligations	-	-	-	-
Stockholders’ equity (deficit)	129,710	936,293	495,655	1,922,877

~~Results~~ITEM 7. MANAGEMENT’S ofDISCUSSION ~~Operations~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WeThis ~~have~~following ~~$45,453~~information ~~revenues~~specifies ~~from~~certain ~~operations~~forward-looking tostatements ~~date~~of management of the company. ~~During~~Forward-looking statements are statements that estimate the ~~year~~happening ~~ended~~of ~~December~~future ~~31,~~events ~~2009~~are not based on historical fact. Forward-looking statements may be identified by the ~~loss~~use isof ~~$568~~forward-looking terminology,~~263~~ ~~(2008~~such -as ~~$668~~"may",~~639)~~ "shall", "will", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. ~~This~~The ~~decrease~~forward-looking statements specified in ~~loss~~the ~~was~~following ~~due~~information tohave ~~$Nil~~been ~~interest~~compiled by our management on ~~settlement~~the basis of ~~debt~~assumptions inmade ~~2009~~by ~~(2008~~management -and ~~$149~~considered by management to be reasonable. Our future operating results,~~337)~~ however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements..

~~From~~The ~~inception~~assumptions toused ~~December~~for ~~31,~~purposes ~~2009~~of ~~our~~the ~~Company~~forward-looking ~~has~~statements ~~incurred~~specified ~~cumulative~~in ~~net~~the ~~losses~~following information represent estimates of $3future events and are subject to uncertainty as to possible changes in economic,~~451~~ legislative,~~021~~ industry, ~~resulting~~and ~~primarily~~other ~~from~~circumstances. As a result, the ~~write-down~~identification ofand ~~certain~~interpretation ~~internet~~of ~~related~~data ~~activities~~and weother ~~were~~information ~~previously~~and ~~involved~~their use in. ~~These~~developing ~~included~~and aselecting ~~write-down~~assumptions offrom aand ~~proprietary~~among ~~internet~~reasonable ~~technology~~alternatives ~~license~~require in the ~~amount~~exercise of ~~$912,653,~~judgment. aTo ~~write-down~~the ofextent ~~URL’s~~that ~~acquired~~the inassumed ~~the~~events ~~amount~~do ofnot ~~$247~~occur,~~500,~~ ~~and~~the aoutcome ~~write-down~~may ofvary ~~website~~substantially ~~development~~from ~~costs~~anticipated inor ~~the~~projected ~~amount~~results, ofand, ~~$158~~accordingly,~~772;~~ ~~management~~no ~~and~~opinion ~~consulting~~is ~~fees~~expressed on the achievability of ~~$673,810;~~those ~~travel~~forward-looking ~~and~~statements. ~~accommodation~~No ofassurance ~~$108,576;~~can ~~office~~be ~~and~~given ~~general~~that ~~expenses~~any of ~~$416,814~~the ~~professional~~assumptions ~~fees~~relating ofto ~~$330,139;~~the ~~depreciation~~forward-looking ~~and~~statements ~~amortization~~specified ~~expense~~in ofthe ~~$115~~following information are accurate,~~215~~ and ~~exploration~~we ~~costs~~assume ofno ~~$17,214~~obligation to update any such forward-looking statements.

~~The~~Liquidity ~~cash~~ and ~~equivalents~~Capital ~~constitute our present internal sources of liquidity~~Resources. ~~Because we are not generating significant revenues as of yet our only external source of liquidity is the sale of our capital stock and any advances from officers, directors or shareholders.~~

~~-11-~~For the year ended December 31, 2010, we had total assets of $227,101, compared to total assets in 2009 of $1,205,395. This includes a cash balance of $3,665, compared to $6,743 in 2009. We also have inventory of $20,551 and prepaid expenses of $5,171. We had $101,520 invested in leasehold improvements, $85,000 on deposit for future leasehold improvements, intangible assets of $10,500 and $694 in furniture and fixtures.

~~Our~~At ~~Plan~~December 31, 2010, we had current liabilities of ~~Operation~~$97,391, ~~for~~which ~~the~~was ~~Next~~represented ~~Twelve~~by ~~Months~~ accounts payable and accrued liabilities of $57,779 and $39,612 total due to related parties. At December 31, 2009 we had current liabilities of $269,102. The decrease in liabilities was due to a debt settlement with Golden Spirit Enterprises Ltd. and Organa Gardens International Inc of $204,063 which was offset by an increase in amounts due to other related parties.

WeAt doDecember ~~anticipate~~31, ~~that~~2010, we ~~will~~had ~~need to raise additional capital within the next 12 months in order to continue as~~ a ~~going~~working ~~concern. To the extent that additional~~ capital isdeficiency ~~raised through the sale~~ of ~~equity~~$68,004 or(2009 ~~equity~~deficiency- ~~related securities~~$211, ~~the issuance of such securities could result in dilution of our stockholders~~625). There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available within the next 12 months, we may be required to curtail our operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our assets that we would not otherwise relinquish.

~~Legacy~~We ~~Wine~~do &not ~~Spirits~~believe ~~International~~that ~~Ltd~~our current cash resources will be able to maintain our current operations for an extended period of time. ~~does~~We ~~anticipate~~will ~~some~~be ~~expenditures~~required ~~within~~to raise additional funds or arrange for additional financing over the next 12 months ~~for~~to ~~its~~adhere ~~expanding~~to ~~wine~~our ~~operations~~development schedule. No assurance can be given, however, that we will have access to additional cash in ~~China~~the future, or that funds will be available on acceptable terms to satisfy our working capital requirements. If we are not able to arrange for additional funding or if our officers, directors and shareholders stop advancing funds to us, we may be forced to make other arrangements for financing such as loans or entering into strategic alliances. We have not identified any alternative sources of financing.

Legacy Wine & Spirits International Ltd. does not anticipate any further significant exploration costs within the next 12 months, nor does Legacy Wine & Spirits International Ltd. anticipate that it will lease or purchase any significant equipment within the next 12 months. 10

~~ITEM~~Results ~~7A.~~of ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Operations

~~None~~We had $77,079 in revenues from operations from inception to December 31, 2010. During the year ended December 31, 2010 we recognized a net operating loss totaling $1,536,307 (2009 - $568,263). This increase in loss was due to the write-down of intangible assets – liquor license of $872,225.

~~ITEM~~From 8inception to December 31, 2010 our Company has incurred cumulative net losses of $4,597,828, resulting primarily from the write-down of certain internet related activities we were previously involved in. ~~FINANCIAL~~These ~~STATEMENTS~~included ~~AND~~a ~~SUPPLEMENTARY~~write-down ~~DATA~~of a proprietary internet technology license in the amount of $912,653, a write-down of URL’s acquired in the amount of $247,500, a write-down of website development costs in the amount of $158,772, and a write-down of intangible assets –liquor license of $872,225; management and consulting fees of $1,188,531; travel and accommodation of $128,143; office and general expenses of $479,829 professional fees of $384,175; depreciation and amortization expense of $192,846 and exploration costs of $17,214.

~~REPORT~~The OFcash ~~INDEPENDENT~~and ~~REGISTERED~~equivalents ~~PUBLIC~~constitute ~~ACCOUNTING~~our ~~FIRM~~present internal sources of liquidity. Because we are not generating significant revenues as of yet our only external source of liquidity is the sale of our capital stock and any advances from officers, directors or shareholders.

ToOur ~~the~~Plan ~~Board~~ of ~~Directors~~Operation ~~and~~for ~~Stockholders~~the Next Twelve Months

~~Legacy~~We ~~Wine~~do &anticipate ~~Spirits~~that ~~International~~we ~~Ltd~~will need to raise additional capital within the next 12 months in order to continue as a going concern. To the extent that additional capital is raised through the sale of equity or equity- related securities, the issuance of such securities could result in dilution of our stockholders. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available within the next 12 months, we may be required to curtail our operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our assets that we would not otherwise relinquish.

~~Quebec,~~Legacy ~~Canada~~Wine & Spirits International Ltd. does anticipate some expenditures within the next 12 months for its expanding wine operations in China.

~~We have audited the accompanying consolidated balance sheets of~~ Legacy Wine & Spirits International Ltd. ~~(formerly~~does ~~Legacy~~not ~~Mining~~anticipate ~~Ltd.)~~any (afurther ~~development~~significant ~~stage~~exploration ~~company)~~costs aswithin ~~of December 31, 2009 and 2008, and~~ the ~~related~~next ~~consolidated~~12 ~~statements of operations~~months, ~~stockholders’~~nor ~~equity~~does ~~(deficit), and cash flows for each of the years in the two year period ended December 31, 2009 and for the cumulative period from February 19, 1999 (inception) to December 31, 2009.~~ Legacy Wine & Spirits International Ltd.’s ~~management~~anticipate isthat ~~responsible~~it ~~for~~will ~~these~~lease ~~statements.~~or ~~Our~~purchase ~~responsibility~~any issignificant toequipment ~~express~~within anthe ~~opinion~~next on12 ~~these financial statements based on our audits~~months.

~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~ITEM 7A. QUANTITATIVE ~~Those~~AND ~~standards~~QUALITATIVE ~~require~~DISCLOSURES ~~that~~ABOUT weMARKET plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.RISK

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Legacy wine & Spirits International Ltd. as of December 31, 2009 and 2008, and the results of its activities and cash flows for each of the years in the two year period ended December 31, 2009 and for the cumulative period from February 19, 1999 (inception) to December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.None

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s current liabilities exceed current assets, has incurred significant losses since inception, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.11

~~/s/L~~ITEM 8.L. FINANCIAL ~~Bradford~~STATEMENTS &AND ~~Company,~~SUPPLEMENTARY ~~LLC~~DATA

~~April~~REPORT 8,OF ~~2010~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Las~~To ~~Vegas,~~the ~~Nevada~~Board of Directors and Stockholders

~~-12-~~ Legacy Wine & Spirits International Ltd.

~~LEGACY~~Patchogue, ~~WINE~~New ~~& SPIRITS INTERNATIONAL LTD.~~York

We have audited the accompanying consolidated balance sheets of Legacy Wine & Spirits International Ltd. (Aformerly Legacy Mining Ltd.) (a development stage ~~Company~~company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity , and cash flows for each of the years in the two year period ended December 31, 2010 and for the cumulative period from February 19, 1999 (inception) to December 31, 2010. Legacy Wine & Spirits International Ltd.’s management is responsible for these statements. Our responsibility is to express an opinion on these financial statements based on our audits.

~~CONSOLIDATED~~We ~~BALANCE~~conducted ~~SHEETS~~our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

	December 31, 2009	December 31, 2008
ASSETS
CURRENT ASSETS
Cash	$ 6,743	$ 13,432
Inventory, at cost	39,863	66,082
Prepaid Expenses	10,871	11,494
TOTAL CURRENT ASSETS	57,477	91,008
DEPOSIT ON LEASEHOLD IMPROVEMENTS	85,000	85,000
LEASEHOLD IMPROVEMENTS, net of depreciation of $8,643 (2008 - $719)	110,863	118,786
FURNITURE AND FIXTURES, net of depreciation of $32,537 (2008 - $32,112)	990	1,415
OTHER INTANGIBLE ASSETS, net of amortization of $74,035 (2008 - $5,695)	951,065	1,019,405
TOTAL ASSETS	$ 1,205,395	$ 1,315,614
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 55,890	$ 35,923
Due to Golden Spirit Enterprises Ltd.	72,691	31,331
Due to Organa Gardens International Inc.	131,372	116,631
Due to related parties	9,149	20,003
TOTAL CURRENT LIABILITIES	269,102	203,888
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $.0001 par value, 100,000,000 shares authorized
Issued and outstanding: 22,744,085 (2008 – 20,596,085) common shares	2,275	2,060
Additional paid-in capital	4,485,039	3,972,424
Common Stock to be issued	-	20,000
Deferred Compensation	(100,000)	-
Deficit accumulated during the development stage	(3,451,021)	(2,882,758)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	936,293	1,111,726
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 1,205,395	$ 1,315,614

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Legacy Wine & Spirits International Ltd. as of December 31, 2010 and 2009, and the results of its activities and cash flows for each of the years in the two year period ended December 31, 2010 and for the cumulative period from February 19, 1999 (inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying ~~notes~~financial ~~are~~statements anhave ~~integral~~been ~~part~~prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s current liabilities exceed current assets, has incurred significant losses since inception, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these ~~consolidated~~matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~-13-~~ /s/ L.L. Bradford & Company, LLC

~~LEGACY~~Las ~~WINE~~Vegas, ~~& SPIRITS INTERNATIONAL LTD.~~Nevada

(AApril ~~devlopment~~15, ~~stage company)~~2011

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~12

	Year ended December 31, 2009	Year ended December 31, 2008	Cumulative results of operations from February, 19 ,1999 (inception) to December 31,2008
REVENUES
Wine sales	$ 45,453	$ 2,055	$ 47,508
COST OF GOOD SOLD	27,363	674	28,037
GROSS PROFIT	18,090	1,381	19,471
GENERAL AND ADMINISTRATIVE EXPENSES
Wine promotions	498	2,735	3,233
Store supplies	1,864	1,537	3,401
Advertising	509	248	757
Property Tax	-	1,962	1,962
Investor Relations	62,500	10,000	72,500
Consulting	243,948	298,148	673,810
Depreciation and Amortization	76,688	7,021	115,215
Exploration costs	-	-	17,214
Management fees	-	-	131,200
Office and general	84,959	59,531	416,814
Professional fees	73,112	70,609	330,139
Travel and accommodation	14,009	28,494	108,576
Wages and salaries	28,266	24,898	111,909
Website development costs	-	-	158,772
Write-down of technology license	-	-	912,653
Write-down of URL’s	-	-	247,500
TOTAL EXPENSES	586,353	505,183	3,305,655
OTHER INCOME (EXPENSES)
Property Option Loss	-	(15,500)	(15,500)
Interest on settlement of due to related parties	-	(149,337)	(149,337)
TOTAL OTHER INCOME (EXPENSES)	-	(164,837)	(164,837)
Loss before Income Taxes	(568,263)	(668,639)	(3,451,021)
Income Tax Provision	-	-	-
NET LOSS	$ (568,263)	$ (668,639)	$ (3,451,021)
BASIC AND DILUTED INCOME LOSS PER SHARE	$ (0.03)	$ (0.03)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED	21,243,869	19,420,297

LEGACY WINE & SPIRITS INTERNATIONAL LTD.

~~The~~ (A ~~accompanying~~development ~~notes~~stage ~~are an integral part of these consolidated financial statements.~~Company)

~~-14-~~CONSOLIDATED BALANCE SHEETS

LEGACY WINE & SPIRITS INTERNATIONAL LTD.


	December 31, 2010	December 31, 2009


ASSETS

CURRENT ASSETS
Cash	$ 3,665	$ 6,743
Inventory, at cost	20,551	39,863
Prepaid Expenses	5,171	10,871

TOTAL CURRENT ASSETS	29,387	57,477

DEPOSIT ON LEASEHOLD IMPROVEMENTS	85,000	85,000
LEASEHOLD IMPROVEMENTS, net of depreciation of $17,986 (2009 - $8,643)	101,520	110,863
FURNITURE AND FIXTURES, net of depreciation of $32,537 (2009 - $32,537)	694	990
OTHER INTANGIBLE ASSETS, net of write-down of $872,225 (2009 - $Nil) and amortization of $142,375 (2009 - $74,035)	10,500	951,065

TOTAL ASSETS	$ 227,101	$ 1,205,395


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 57,779	$ 55,890
Due to Golden Spirit Enterprises Ltd.	-	72,691
Due to Organa Gardens International Inc.	-	131,372
Due to related parties	39,612	9,149

TOTAL CURRENT LIABILITIES	97,391	269,102


STOCKHOLDERS’ EQUITY
Common stock, $.0001 par value, 100,000,000 shares authorized
Issued and outstanding: 42,405,385 (2009 – 22,704,085) common shares	4,241	2,275
Additional paid-in capital	5,173,213	4,485,039
Deferred Compensation	(60,416)	(100,000)
Deficit accumulated during the development stage	(4,987,328)	(3,451,021)

TOTAL STOCKHOLDERS’ EQUITY	129,710	936,293

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 227,101	$ 1,205,395

(AThe ~~development~~accompanying ~~stage~~notes ~~company)~~are an integral part of these consolidated financial statements

~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)~~13

~~PERIOD~~LEGACY ~~FROM~~WINE ~~FEBRUARY~~& ~~19,~~SPIRITS ~~1999~~INTERNATIONAL ~~(INCEPTION) TO DECEMBER 31, 2009~~LTD.

	Number of shares	Amount	Additional paid-in capital	Common stock to be issued	Deficit accumulated during the exploration stage	Total
Balance, February 19, 1999	-	$ -	$ -	$ -	$ -	$ -
March 30, 1999 – Shares issued for cash @ $0.20	1,050,000	105	209,895	-	-	210,000
June 15, 1999 to September 15, 1999 - Shares issued for licensing agreement @ $0.20	4,563,446	456	912,198	-	-	912,654
July 7, 1999 – Shares issued for services @ $0.20	250,000	25	49,975	-	-	50,000
Net loss from inception to December 31, 1999	-	-	-	-	(988,882)	(988,882)
Balance, December 31, 1999	5,863,446	586	1,172,068	-	(988,882)	183,772
Net loss	-	-	-	-	(614,401)	(614,401)
Balance, December 31, 2000	5,863,446	586	1,172,068	-	(1,603,283)	(430,269)
Net loss	-	-	-	-	(207,381)	(207,381)
Balance, December 31, 2001	5,863,446	586	1,172,068	-	(1,810,664)	(638,010)
Net loss	-	-	-	-	(62,334)	(62,334)
Balance, December 31, 2002	5,863,446	586	1,172,068	-	(1,872,998)	(700,344)
December 31, 2003 - Common shares to be issued				229,988	-	229,988
Net loss	-	-	-	-	(64,461)	(64,461)
Balance, December 31, 2003	5,863,446	586	1,172,068	229,988	(1,937,459)	(534,817)
February 18, 2004 – Shares issued for debt settlement @ $0.02	5,300,000	530	105,470	(106,000)	-	-
February 18, 2004 – Shares issued for debt settlement @ $0.02	1,229,880	123	122,865	(122,988)	-	-
February 27, 2004 – Shares issued for property @ $0.02	100,000	10	1,990	(1,000)	-	1,000
Share reconciliation after reverse split	(4)	-	-	-	-	-
Net loss					(52,637)	(52,637)
Balance, December 31, 2004	12,493,322	1,249	1,402,393	-	(1,990,096)	(586,454)

(A development stage company)

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are an integral part of these consolidated financial statements.~~OPERATIONS

-15-


	Year ended December 31, 2010	Year ended December 31, 2009	Cumulative results of operations from February, 19 ,1999 (inception) to December 31,2010
REVENUES
Wine sales	$ 29,571	$ 45,453	$ 77,079

COST OF GOOD SOLD	20,282	27,363	48,319

GROSS PROFIT	9,289	18,090	28,760

GENERAL AND ADMINISTRATIVE EXPENSES
Wine promotions	-	498	3,233
Store supplies	222	1,864	3,623
Advertising	-	509	757
Property Tax	133	-	2,095
Investor Relations	59,972	62,500	132,472
Consulting	283,521	243,948	957,331
Depreciation and Amortization	77,271	76,688	192,846
Exploration costs	-	-	17,214
Management fees	100,000	-	231,200
Office and general	63,015	84,959	479,829
Professional fees	54,036	73,112	384,175
Travel and accommodation	19,567	14,009	128,143
Wages and salaries	15,634	28,266	127,543
Website development costs	-	-	158,772
Write-down of liquor license	872,225	-	872,225
Write-down of technology license	-	-	912,653
Write-down of URL’s	-	-	247,500
TOTAL EXPENSES	1,545,596	586,353	4,821,061

OTHER INCOME (EXPENSES)
Property Option Loss	-	-	(15,500)
Interest on settlement of due to related parties	-	-	(149,337)
TOTAL OTHER INCOME (EXPENSES)	-	-	(164,837)

Loss before Income Taxes	(1,536,607)	(568,263)	(4,987,328)

Income Tax Provision		-	-

NET LOSS	$ (1,536,607)	$ (568,263)	$ (4,987,328)
BASIC AND DILUTED INCOME LOSS PER SHARE	$ (0.05)	$ (0.03)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED	31,813,715	21,243,869

~~LEGACY~~The ~~WINE~~accompanying &notes ~~SPIRITS~~are ~~INTERNATIONAL~~an ~~LTD~~integral part of these consolidated financial statements.

~~(A development stage company)~~14

~~CONSOLIDATED~~LEGACY ~~STATEMENT~~WINE OF& ~~STOCKHOLDERS’~~SPIRITS ~~DEFICIT~~INTERNATIONAL LTD.

~~PERIOD FROM FEBRUARY 19, 1999~~ (~~INCEPTION)~~A TOdevelopment ~~DECEMBER~~stage ~~31, 2009~~company)

	Number of shares	Amount	Additional paid-in capital	Deferred Compen-sation	Deficit accumulated during the exploration stage	Total
Balance forward, January 1, 2005	12,493,322	1,249	1,402,393	-	(1,990,096)	(586,454)
December 17,2005 – Shares issued for property @$0.02	750,000	75	7,425	-	-	7,500
Donated capital	-	-	437,530	-	-	437,530
Net loss	-	-	-	-	(45,681)	(45,681)
Balance, December 31, 2005	13,243,322	1,324	1,847,348	-	(2,035,777)	(187,105)
September 5, 2006 – Shares for debt @ $0.02	3,855,180	385	192,374			192,759
Net loss	-	-	-	-	(77,685)	(77,685)
Balance, December 31, 2006	17,098,502	1,709	2,039,722	-	(2,113,462)	(72,031)
September 4, 2007 – Shares issued for initial public offering @ $0.05	1,000,000	100	49,900	-	-	50,000
Net loss	-	-	-	-	(100,657)	(100,657)
Balance, December 31, 2007	18,098,502	$ 1,809	$ 2,089,622	-	$ (2,214,119)	(122,688)$
February 27, 2008 – Shares for services @ $0.65	25,000	3	16,247	-	-	16,250
May 27, 2008 – Shares issued for debt @ $0.50	294,083	29	147,012	-	-	147,041
- Interest portion of debt settlement			132,337	-	-	132,337
June 12, 2008 – Shares issued for cash @ $0.50	920,000	92	459,908	-	-	460,000
June 13, 2008 – Shares issued for license @ $0.96	1,000,000	100	959,900	-	-	960,000
August 19, 2008 – Shares issued for debt @ $0.50	85,000	9	42,491	-	-	42,500
- Interest portion of debt settled	-	-	17,000			17,000
September 16, 2008 – Shares for services @ $0.51	5,000	1	2,549	-	-	2,550
October 7, 2008 – Shares issued for cash @ $0.50	6,000	1	2,999	-	-	3,000
October 22, 2008 – Shares issued options @ $0.60	162,500	16	97,484	-	-	97,500
Stock based compensation	-	-	4,875	-	-	4,875
Shares to be issued for services @ $0.60	-	-	-	(20,000)	-	(20,000)
Net loss	-	-	-		(668,639)	(668,639)
Balance, December 31, 2008	20,596,085	$ 2,060	$3,972,424	$ 20,000	$(2,882,758)	1,111,726

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

~~The~~PERIOD ~~accompanying~~FROM ~~notes~~FEBRUARY ~~are~~19, an1999 ~~integral~~(INCEPTION) ~~part~~TO ofDECEMBER ~~these~~31, ~~consolidated financial statements~~2010

-16-


	Number of shares	Amount	Additional paid-in capital	Common stock to be issued	Deficit accumulated during the exploration stage	Total
Balance, February 19, 1999	-	$ -	$ -	$ -	$ -	$ -

March 30, 1999 – Shares issued for cash @ $0.20	1,050,000	105	209,895	-	-	210,000

June 15, 1999 to September 15, 1999 - Shares issued for licensing agreement @ $0.20	4,563,446	456	912,198	-	-	912,654

July 7, 1999 – Shares issued for services @ $0.20	250,000	25	49,975	-	-	50,000

Net loss from inception to December 31, 1999	-	-	-	-	(988,882)	(988,882)

Balance, December 31, 1999	5,863,446	586	1,172,068	-	(988,882)	183,772

Net loss	-	-	-	-	(614,401)	(614,401)

Balance, December 31, 2000	5,863,446	586	1,172,068	-	(1,603,283)	(430,269)

Net loss	-	-	-	-	(207,381)	(207,381)

Balance, December 31, 2001	5,863,446	586	1,172,068	-	(1,810,664)	(638,010)

Net loss	-	-	-	-	(62,334)	(62,334)

Balance, December 31, 2002	5,863,446	586	1,172,068	-	(1,872,998)	(700,344)

December 31, 2003 - Common shares to be issued				229,988	-	229,988

Net loss	-	-	-	-	(64,461)	(64,461)

Balance, December 31, 2003	5,863,446	586	1,172,068	229,988	(1,937,459)	(534,817)

February 18, 2004 – Shares issued for debt settlement @ $0.02	5,300,000	530	105,470	(106,000)	-	-

February 18, 2004 – Shares issued for debt settlement @ $0.02	1,229,880	123	122,865	(122,988)	-	-

February 27, 2004 – Shares issued for property @ $0.02	100,000	10	1,990	(1,000)	-	1,000

Share reconciliation after reverse split	(4)	-	-	-	-	-

Net loss					(52,637)	(52,637)

Balance, December 31, 2004	12,493,322	1,249	1,402,393	-	(1,990,096)	(586,454)

~~LEGACY~~The ~~WINE~~accompanying &notes ~~SPIRITS~~are ~~INTERNATIONAL~~an ~~LTD~~integral part of these consolidated financial statements.

~~(A development stage company)~~15

~~CONSOLIDATED~~LEGACY ~~STATEMENT~~WINE OF& ~~STOCKHOLDERS’~~SPIRITS ~~DEFICIT~~INTERNATIONAL LTD.

~~PERIOD FROM FEBRUARY 19, 1999~~ (~~INCEPTION)~~A TOdevelopment ~~DECEMBER~~stage ~~31, 2009~~company)

	Number of shares	Amount	Additional paid-in capital	Deferred Compen-sation	Deficit accumulated during the exploration stage	Total
January 22, 2009 – Shares issued for deferred compensation @ $0.60.	400,000	40	239,960	(240,000)	-	-
April 20, 2009 – Shares issued for services @ $0.61	13,000	1	7,929	-	-	7,930
June 8, 2009 – Shares issued for options @ $0.45 for cash proceeds.	30,000	3	13,497	-	-	13,500
July 7, 2009 – Shares issued for options @ $0.35 for debt settlement.	200,000	20	69,980	-	-	42,500
	-
August 10, 2009 – Shares issued for options @ $0.42 for debt settlement.	110,000	11	46,189	-	-	46,200
September 17, 2009 – Shares issued for options @ $0.14 for devt settlement.	50,000	5	6,995	-	-	7,000
October 6, 2009 – Shares issued for options @ $0.12 for cash proceeds.	15,000	2	1,798	-	-	1,800
October 28, 2009 – Shares issued for options @ $0.12 for cash proceeds.	300,000	30	35,970	-	-	36,000
November 10, 2009 – Shares for services @ $0.13	15,000	2	1,948	-	-	1,950
November 12, 2009 – Shares issued for options @ $0.13 for debt settlement.	38,000	4	4,936	-	-	4,940
November 25, 2009-Shares issued for options @ $0.08 for debt settlement. .	77,000	7	6,153	-	-	6,160
December 16, 2009- Shares issued for options @ $0.07 for debt settlement.	400,000	40	27,960	-	-	28,000
December 30 ,2009-Shares issued for options @$0.06 for debt settlement.	500,000	50	29,950	-	-	30,000
Deferred compensation expense	-	-	-	120,000	-	120,000
Stock based compensation	-	-	19,350	-	-	19,350
Net loss	-	-	-		(568,263)	(568,263)
Balance, December 31, 2009	22,744,085	$ 2,275	$4,485,039	$ 100,000	$ (3,451,021)	$ 936,293

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

~~The~~PERIOD ~~accompanying~~FROM ~~notes~~FEBRUARY ~~are~~19, an1999 ~~integral~~(INCEPTION) ~~part~~TO ofDECEMBER ~~these~~31, ~~consolidated financial statements~~2010

-17-


	Number of shares	Amount	Additional paid-in capital	Deferred Compensation	Deficit accumulated during the exploration stage	Total
Balance forward, January 1, 2005	12,493,322	1,249	1,402,393	-	(1,990,096)	(586,454)
December 17,2005 – Shares issued for property @$0.02	750,000	75	7,425	-	-	7,500
Donated capital	-	-	437,530	-	-	437,530

Net loss	-	-	-	-	(45,681)	(45,681)

Balance, December 31, 2005	13,243,322	1,324	1,847,348	-	(2,035,777)	(187,105)

September 5, 2006 – Shares for debt @ $0.02	3,855,180	385	192,374			192,759

Net loss	-	-	-	-	(77,685)	(77,685)

Balance, December 31, 2006	17,098,502	1,709	2,039,722	-	(2,113,462)	(72,031)

September 4, 2007 – Shares issued for initial public offering @ $0.05	1,000,000	100	49,900	-	-	50,000

Net loss	-	-	-	-	(100,657)	(100,657)

Balance, December 31, 2007	18,098,502	$ 1,809	$ 2,089,622	-	$ (2,214,119)	$ (122,688)

February 27, 2008 – Shares for services @ $0.65	25,000	3	16,247	-	-	16,250

May 27, 2008 – Shares issued for debt @ $0.50	294,083	29	147,012	-	-	147,041
- Interest portion of debt settlement			132,337	-	-	132,337
June 12, 2008 – Shares issued for cash @ $0.50	920,000	92	459,908	-	-	460,000

June 13, 2008 – Shares issued for license @ $0.96	1,000,000	100	959,900	-	-	960,000

August 19, 2008 – Shares issued for debt @ $0.50	85,000	9	42,491	-	-	42,500
- Interest portion of debt settled	-	-	17,000			17,000
September 16, 2008 – Shares for services @ $0.51	5,000	1	2,549	-	-	2,550

October 7, 2008 – Shares issued for cash @ $0.50	6,000	1	2,999	-	-	3,000

October 22, 2008 – Shares issued options @ $0.60	162,500	16	97,484	-	-	97,500

Stock based compensation	-	-	4,875	-	-	4,875

Shares to be issued for services @ $0.60	-	-	-	(20,000)	-	(20,000)

Net loss	-	-	-		(668,639)	(668,639)

Balance, December 31, 2008	20,596,085	$ 2,060	$3,972,424	$ 20,000	$(2,882,758)	$ 1,111,726

~~LEGACY~~The ~~WINE~~accompanying &notes ~~SPIRITS~~are ~~INTERNATIONAL~~an ~~Ltd.~~integral part of these consolidated financial statements

~~(A development stage company)~~16

~~CONSOLIDATED~~LEGACY ~~STATEMENTS~~WINE OF& ~~CASH~~SPIRITS ~~FLOWS~~INTERNATIONAL LTD.

	Year ended December 31, 2009	Year ended December 31, 2008	Cumulative results of operations from February 19, 1999 (inception) to December 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (568,263)	$ (668,639)	$ (3,451,021)
Adjustments to reconcile net loss to net cash (used in) operating activities:
-depreciation and amortization	76,688	7,021	115,215
- fees and services paid with shares and options	149,230	43,675	242,905
- interest on settlement of due to related parties	-	149,337	149,337
- non-cash exploration costs	-	-	9,500
- write down of technology license	-	-	912,654
- write off of website development costs	-	-	158,772
- write down of URLs	-	-	247,500
- net changes in other working capital items	20,590	(778)	494,655
- inventory	26,219	(66,082)	(39,863)
NET CASH FLOWS (USED IN) OPERATING ACTIVITIES	(295,536)	(535,466)	(1,209,040)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of furniture and equipment	-	-	(24,317)
Deposit on Leasehold improvements	-	(85,000)	(85,000)
Leasehold improvements	-	(119,505)	(119,505)
Website development costs	-	(65,100)	(223,872)
NET CASH FLOWS USED IN INVESTING ACTIVITIES	-	(269,605)	(452,694)
CASH FLOWS FROM FINANCING ACTIVITIES
Net advances (to) from related parties	237,547	251,989	747,983
Proceeds on sale of common stock	51,300	560,500	871,800
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	288,847	812,489	1,619,783
NET (DECREASE) INCREASE IN CASH	(6,689)	7,418	6,743
CASH, BEGINNING OF YEAR	13,432	6,014	-
CASH, END OF YEAR	$ 6,743	$ 13,432	$ 6,743

(A development stage company)

~~The~~ CONSOLIDATED ~~accompanying~~STATEMENT ~~notes~~OF ~~are~~STOCKHOLDERS’ ~~an integral part of these consolidated financial statements.~~DEFICIT

~~-18-~~PERIOD FROM FEBRUARY 19, 1999 (INCEPTION) TO DECEMBER 31, 2010

~~LEGACY~~Number ~~WINE~~of &shares ~~SPIRITS~~Amount ~~INTERNATIONAL~~Additional ~~LTD.~~paid-in capital Deferred Compensation Deficit accumulated during the exploration stage Total

(A development stage company)


January 22, 2009 – Shares issued for deferred compensation @ $0.60.	400,000	40	239,960	(240,000)	-	-

April 20, 2009 – Shares issued for services @ $0.61	13,000	1	7,929	-	-	7,930

June 8, 2009 – Shares issued for options @ $0.45 for cash proceeds.	30,000	3	13,497	-	-	13,500

July 7, 2009 – Shares issued for options @ $0.35 for debt settlement.	200,000	20	69,980	-	-	42,500
	-
August 10, 2009 – Shares issued for options @ $0.42 for debt settlement.	110,000	11	46,189	-	-	46,200

September 17, 2009 – Shares issued for options @ $0.14 for devt settlement.	50,000	5	6,995	-	-	7,000
October 6, 2009 – Shares issued for options @ $0.12 for cash proceeds.	15,000	2	1,798	-	-	1,800

October 28, 2009 – Shares issued for options @ $0.12 for cash proceeds.	300,000	30	35,970	-	-	36,000

November 10, 2009 – Shares for services @ $0.13	15,000	2	1,948	-	-	1,950
November 12, 2009 – Shares issued for options @ $0.13 for debt settlement.	38,000	4	4,936	-	-	4,940

November 25, 2009-Shares issued for options @ $0.08 for debt settlement. .	77,000	7	6,153	-	-	6,160
December 16, 2009- Shares issued for options @ $0.07 for debt settlement.	400,000	40	27,960	-	-	28,000

December 30 ,2009-Shares issued for options @$0.06 for debt settlement.	500,000	50	29,950	-	-	30,000

Deferred compensation expense	-	-	-	120,000	-	120,000

Stock based compensation	-	-	19,350	-	-	19,350

Net loss	-	-	-		(568,263)	(568,263)

Balance, December 31, 2009	22,744,085	$ 2,275	$ 4,485,039	$ (100,000)	$ (3,451,021)	$ 936,293

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~17

DECEMBER 31, 2009 and 2008






	Number of shares	Amount	Additional paid-in capital	Deferred Compensation	Deficit accumulated during the exploration stage	Total
January 20, 2010 Shares issued forservices @ $0.07	200,000	20	13,980			14,0000

January 25, 2010 Shares issued for options @ $0.06	345,000	34	20,666			20,700

February 4, 2010 Shares issued for options @ $0.05	2,000,000	200	99,800			100,000
March 9, 2010 Shares issued for options @ $0.04	850,000	85	33,915			34,000
March 24, 2010 Shares issued for options @ $0.03	3,000,000	300	89,700			90,000
April 13, 2010 Shares issued for options @ $0.03	300,000	30	8,970			9,000
April 15, 2010 Shares issued for options @ $0.03	1,000,000	100	29,900			30,000
May 12, 2010 Shares issued for options @ $0.03	75,000	8	2,242			2,250
May 26, 2010 Shares issued for deferred compensation @$.04	1,500,000	150	59,850	(60,000)		-
August 12, 2010 Shares issued for options @ $0.02	3,550,000	355	70,645			71,000
October 27, 2010 Shares issued for options @ $0.02	150,000	15	2,985			3,000
November 24, 2010 Shares issued for options @ $0.02	1,612,500	161	32,089			32,250
December 4, 2010 Shares issued for debt settlement @$0.05	4,078,800	408	203,532			203,940


December 31, 2010 Shares issued for deferred compensation at $0.02	1,000,000	100	19,900	(20,000)		-
Deferred compensation expense				119,584		119,584
Stock based compensation			-			-
Net Loss					(1,536,307)	(1,536,307)
Balance December 31, 2010	42,405,385	$4,241	$5,173,213	$(60,416)	$(4,987,328)	$129,710

~~NOTE~~The 1accompanying –notes ~~NATURE~~are OFan ~~OPERATIONS~~integral ~~AND~~part ~~BASIS~~of OFthese ~~PRESENTATION~~consolidated financial statements

Legacy Wine & Spirits International Ltd. (formerly Legacy Mining Ltd.) (“Legacy” or the “Company”) was incorporated on February 19, 1999 in the State of Nevada as Power Direct Tech.com. On February 23, 1999, the Company changed its name to PD Tech.com and on June 8, 1999 the Company changed its name to Cardstakes.com to reflect management’s decision to shift the Company’s focus to internet-based business development. On January 13, 2004, the Company changed its name to Legacy Wine & Spirits International Ltd. to reflect management’s decision to shift the Company’s focus to mineral exploration and development. In 2007, the Company filed a Registration Statement Form SB-2/A to become a fully reporting Company on the OTC: BB and on October 30, 2007, began trading under the symbol “LEYM”. In 2008, due to uncertainties in the financing of mineral exploration and development, management decided to shift the Company focus to the wine & spirits industry. On May 2, 2008, the Company changed its name to Legacy Wine & Spirits International Ltd. and on May 27, 2008, the Company began trading under the symbol “LWSP”. 18

~~Going~~LEGACY ~~concern~~WINE & SPIRITS INTERNATIONAL LTD.

~~These~~(A financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company is an development stage company and its general business is the operation of a wine store in Tianjin, China.. The Company will depend almost exclusively on outside capital through the issuance of common shares to finance ongoing operating losses and to fund the wine operations The Company has incurred losses of $3,451,021 from inception to December 31, 2009 and has a working capital deficiency of $211,625. The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. )

~~The~~CONSOLIDATED ~~Company's~~STATEMENTS ~~future~~OF ~~capital~~CASH requirements will depend on many factors, including cash flow from operations, costs to complete property development, if warranted, and competition and global market conditions. The Company's anticipated recurring operating losses and growing working capital needs will require that it obtain additional capital to operate its business. FLOWS

Given the Company's limited operating history, lack of revenues, and its operating losses, there can be no assurance that it will be able to achieve or maintain profitability. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern.


	Year ended December 31, 2010	Year ended December 31, 2009	Cumulative results of operations from February 19, 1999 (inception) to December 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(1,536,307)	$ (568,263)	$ (4,987,328)
Adjustments to reconcile net loss to net cash (used in) operating activities:
-depreciation and amortization	77,271	76,688	192,486
- fees and services paid with shares and options	236,584	149,230	479,489
- interest on settlement of due to related parties	-	-	149,337
- non-cash exploration costs	-	-	9,500
- write-down of liquor license	872,225	-	872,225
- write down of technology license	-	-	912,654
- write off of website development costs	-	-	158,772
- write down of URLs	-	-	247,500
- net changes in other working capital items	7,589	20,590	502,244
- inventory	19,312	26,219	(20,551)
NET CASH FLOWS (USED IN) OPERATING ACTIVITIES	(323,326)	(295,536)	(1,483,672)


CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of furniture and equipment	-	-	(24,317)
Deposit on Leasehold improvements	-	-	(85,000)
Leasehold improvements	-	-	(119,505)
Website development costs		-	(223,872)
NET CASH FLOWS USED IN INVESTING ACTIVITIES	-	-	(452,694)

CASH FLOWS FROM FINANCING ACTIVITIES
Net advances (to) from related parties	320,248	237,547	1,068,231
Proceeds on sale of common stock	-	51,300	871,800

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	320,248	288,847	1,940,031

NET (DECREASE) INCREASE IN CASH	(3,078)	(6,689)	3,665

CASH, BEGINNING OF YEAR	6,743	13,432	-

CASH, END OF YEAR	$ 3,665	$ 6,743	$ 3,665

~~NOTE~~ The 2accompanying –notes ~~SUMMARY~~are OFan ~~SIGNIFICANT~~integral ~~ACCOUNTING~~part ~~POLICIES~~of these consolidated financial statements.

~~Principles of Consolidation~~19

~~The~~LEGACY ~~financial~~WINE ~~statements~~& ~~include~~SPIRITS ~~the~~INTERNATIONAL ~~accounts of the Company and its subsidiary, a 100% interest in Tianjin Legacy Wine Trading Co~~LTD. ~~Ltd. – All significant intercompany transactions and balances have been eliminated in consolidation.~~

~~Basis~~(A ofdevelopment ~~Presentation~~stage company)

~~The~~NOTES ~~aeccompanying~~TO ~~consolidated~~CONSOLIDATED ~~financial~~FINANCIAL ~~statements are presented In United States dollars and are prepared in accordance with accounting principles accepted in the United States.~~STATEMENTS

~~Use~~DECEMBER of31, ~~Estimates~~2010 and ~~Assumptions~~2009

~~Preparation~~NOTE of1 ~~the~~– ~~Company’s~~NATURE ~~financial~~OF ~~statements~~OPERATIONS inAND ~~conformity~~BASIS ~~with~~OF United States generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.PRESENTATION

-Legacy Wine & Spirits International Ltd. (formerly Legacy Mining Ltd.) (“Legacy” or the “Company”) was incorporated on February 19, 1999 in the State of Nevada as Power Direct Tech.com. On February 23, 1999, the Company changed its name to PD Tech.com and on June 8, 1999 the Company changed its name to Cardstakes.com to reflect management’s decision to shift the Company’s focus to internet-based business development. On January 13, 2004, the Company changed its name to Legacy Wine & Spirits International Ltd. to reflect management’s decision to shift the Company’s focus to mineral exploration and development. In 2007, the Company filed a Registration Statement Form SB-2/A to become a fully reporting Company on the OTC: BB and on October 30, 2007, began trading under the symbol “LEYM”. In 2008, due to uncertainties in the financing of mineral exploration and development, management decided to shift the Company focus to the wine & spirits industry. On May 2, 2008, the Company changed its name to Legacy Wine & Spirits International Ltd. and on May 27, 2008, the Company began trading under the symbol “LWSP”.

~~NOTE~~Going 2concern ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~

~~Equipment~~These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company is an development stage company and its general business is the operation of a wine store in Tianjin, China.. The Company will depend almost exclusively on outside capital through the issuance of common shares to finance ongoing operating losses and to fund the wine operations The Company has incurred losses of $4,987,328 from inception to December 31, 2010 and has a working capital deficiency of $68,004. The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs.

~~Equipment~~The isCompany's ~~carried~~future atcapital ~~acquisition~~requirements ~~cost~~will ~~less~~depend ~~accumulated~~on ~~depreciation~~many factors, including cash flow from operations, costs to complete property development, if warranted, and competition and global market conditions. The ~~Depreciation~~Company's isanticipated ~~provided~~recurring ~~over~~operating ~~the~~losses ~~estimated~~and ~~useful~~growing ~~lives~~working ofcapital ~~the~~needs ~~assets~~will onrequire athat ~~straightline~~it ~~basis~~obtain –additional ~~generally~~capital ~~from~~to ~~3-5~~operate ~~years~~its business.

~~Leasehold~~Given ~~Improvements~~the Company's limited operating history, lack of revenues, and its operating losses, there can be no assurance that it will be able to achieve or maintain profitability. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~Leasehold~~NOTE ~~Improvements~~2 is– ~~carried~~SUMMARY atOF ~~acquisition~~SIGNIFICANT ~~cost~~ACCOUNTING less accumulated depreciation. Depreciation is provided over the shorter of the lease term, which generally includes reasonably assured option periods, or the estimated useful lives of the assets on straight line basis per annum.POLICIES

~~Intangible~~Principles ~~Assets~~of Consolidation

~~Financial~~The ~~Accounting~~financial ~~Standards~~statements ~~Board~~include ~~(“FASB”)~~the ~~Accounting~~accounts ~~Standards~~of ~~Codification~~the ~~(“ASC”)~~Company ~~350 , “Intangibles-Goodwill~~ and ~~Other”~~its ~~requires that goodwill and intangible assets with indefinite useful lives no longer be amortized~~subsidiary, ~~but~~a ~~instead~~100% ~~tested~~interest ~~for impairment at least annually~~ in ~~accordance~~Tianjin ~~with~~Legacy ~~the~~Wine ~~provisions~~Trading ~~of ASC 350~~Co. ~~This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment~~Ltd. As– ofAll ~~December~~significant ~~31,~~intercompany ~~2009,~~transactions ~~the Company believes there is no impairment of its intangible assets. The Company's intangible assets consist of the acquisition of the license to import~~ and ~~distribute~~balances ~~wine & liquor products and various brands and labels. The Company determined that the intangibles~~ have anbeen ~~estimated~~eliminated useful life of 15 years and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. The Company commenced amortization when the economic benefits of the assets begin to be consumed in ~~December 2008~~consolidation. ~~Other intangibles are carried at acquisition cost less accumulated amortization. Amortization is provided over the estimated useful lives of the assets on straight line basis per annum.~~

~~Concentration~~Basis of ~~Credit Risk~~Presentation

~~Cash~~The inaccompanying ~~bank~~consolidated ~~accounts~~financial isstatements atare ~~risk~~presented toIn ~~the~~United ~~extent~~States ~~that~~dollars ~~it exceeds U.S. Federal Deposit Insurance Corporation~~ and ~~Canadian~~are ~~Deposit~~prepared ~~Insurance~~in ~~Corporation~~accordance ~~insured amounts. To minimize risk, the Company places its cash~~ with ~~high~~accounting ~~credit~~principles ~~quality~~accepted ~~institutions. All cash is deposited~~ in ~~one~~the ~~prominent~~United ~~Canadian financial institution~~States.

~~Fair Value of Financial Instruments~~20

~~The~~Use ~~estimated fair value amounts have been determined by the Company, using available market information and appropriate valuation methodologies. The fair value~~ of ~~financial~~Estimates ~~instruments classified as current assets or liabilities, including cash, notes receivable, accounts payable,~~ and ~~amounts due to related parties approximate their carrying value due to the short-term maturity of the instruments.~~Assumptions

~~Foreign~~Preparation ~~Currency~~of ~~Translation~~the Company’s financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

The financial position and results of operations of the Tianjin Wine Trading Co. Ltd. operations are measured using the parent’s currency as the functional currency. Non monetary assets and liabilities of these operations are translated at the exchange rate in effect at the transaction date. Monetary assets and liabilities of these operations are translated at the exchange rate in effect at the balance sheet date. Income statement accounts, with the exception of amortized assets or liabilities, are translated at the average exchange rate during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in exchange gain or loss in the income statement. Gains and losses that result from foreign currency transactions are included in the calculation of net income (loss).Equipment

~~Inventory~~Equipment is carried at acquisition cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets on a straightline basis.

~~Inventory~~Leasehold ~~is recorded at the lower of cost or net realizable value.~~Improvements

~~Revenue~~Leasehold ~~Recognition~~Improvements is carried at acquisition cost less accumulated depreciation. Depreciation is provided over the shorter of the lease term, which generally includes reasonably assured option periods, or the estimated useful lives of the assets on straight line basis per annum.

~~Sales~~Intangible ~~are recognized upon purchase by customers at our retail store. All sales at our retail store are final, allowing for no sales returns.~~ Assets

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350 , “Intangibles-20Goodwill and Other” requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. The Company's intangible assets consist of the acquisition of the license to import and distribute wine & liquor products and various brands and labels. The Company determined that the intangibles have an estimated useful life of 15 years and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets using the straight- line method for financial statement purposes. The Company commenced amortization when the economic benefits of the assets begin to be consumed in December 2008. Other intangibles are carried at acquisition cost less accumulated amortization. Amortization is provided over the estimated useful lives of the assets on straight line basis per annum.

~~NOTE~~Definite 2life –intangible ~~SUMMARY~~assets OFare ~~SIGNIFICANT~~tested ~~ACCOUNTING~~for ~~POLICIES~~recoverability ~~(continued)~~whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. These tests involve the use of estimates and assumptions appropriate in the circumstances. In assessing fair value, valuation models are used that include discounted cash flows. The models use assumptions that include levels of growth in assets under management from net sales and market, pricing and margin changes, synergies achieved on acquisition, discount rates, and observable data for comparable transactions. As of December 31, 2010, the Company believes there is an impairment of its intangible assets and has recorded a write-down in the value of the intangible in the amount of $872,225.

~~Income~~Concentration ~~Taxes~~of Credit Risk

~~The~~Cash ~~Company~~in bank accounts ~~for~~is ~~income~~at ~~taxes~~risk ~~under~~to the ~~asset~~extent ~~and~~that ~~liability~~it ~~method,~~exceeds ~~which~~U.S. ~~requires~~Federal ~~the~~Deposit ~~recognition~~Insurance ofCorporation ~~deferred tax assets~~ and ~~liabilities~~Canadian ~~for~~Deposit ~~the~~Insurance ~~expected~~Corporation ~~future~~insured ~~tax consequences of events that have been included in the financial statements~~amounts. ~~Under~~To ~~this~~minimize ~~method~~risk, ~~deferred tax assets and liabilities are determined based on~~ the ~~differences~~Company ~~between~~places ~~the~~its ~~financial~~cash ~~statements~~with ~~and~~high ~~tax~~credit ~~basis~~quality ofinstitutions. ~~assets~~All ~~and~~cash ~~liabilities using enacted tax rates in effect~~ for the ~~year in which the differences are expected to reverse~~U.S. ~~The~~Corporation ~~effect~~is ofdeposited ~~a change~~ in ~~tax~~one ~~rates~~prominent onCanadian ~~deferred~~financial ~~tax~~institution ~~assets~~ and ~~liabilities~~the isChinese ~~recognized~~Subsidiary inmaintains ~~income~~a inbank ~~the~~account ~~period~~with ~~that~~a ~~includes~~prominent ~~the~~Chinese ~~enactment~~financial ~~date~~institution.

~~The~~Fair ~~Company~~Value records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of ~~existing~~Financial taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the would make an adjustment to the valuation allowance which would reduce the provision for income taxes. Instruments

The ~~Company~~estimated ~~follows~~fair ~~the~~value ~~accounting~~amounts ~~guidance~~have ~~which~~been ~~provides~~determined ~~that~~by athe ~~tax~~Company, ~~benefit~~using ~~from~~available anmarket ~~uncertain~~information ~~tax~~and ~~position~~appropriate ~~may~~valuation bemethodologies. The ~~recognized~~fair ~~when~~value itof isfinancial ~~more~~instruments ~~likely~~classified ~~than~~as ~~not~~current ~~that~~assets ~~the~~or ~~position will be sustained upon examination~~liabilities, including ~~resolutions~~cash, ofnotes ~~any~~receivable, ~~related~~accounts ~~appeals~~payable, orand ~~litigation~~amounts ~~processes,~~due ~~based~~to onrelated ~~the~~parties ~~technical~~approximate ~~merits.~~their ~~Income~~carrying ~~tax~~value ~~positions~~due ~~must~~to ~~meet~~the ~~a more~~short-~~likely-than-not~~term ~~recognition~~maturity ~~threshold~~of at the ~~effective date to be recognized initially and in subsequent periods~~instruments. ~~Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.~~

~~Stock-Based~~Foreign ~~Compensation~~Currency Translation

The ~~Company~~financial ~~accounts~~position ~~for~~and ~~all~~results ~~compensation~~of ~~related~~operations toof ~~stock,~~the ~~options~~Tianjin orWine ~~warrants~~Trading Co. Ltd. operations are measured using athe ~~fair~~parent’s ~~value~~currency ~~based~~as ~~method~~the ~~whereby~~functional ~~compensation~~currency. ~~cost~~Non ismonetary ~~measured~~assets and liabilities of these operations are translated at the ~~grant~~exchange ~~date~~rate ~~based~~in oneffect at the ~~value~~transaction ofdate. ~~the~~Monetary ~~award~~assets and isliabilities ~~recognized~~of ~~over~~these operations are translated at the ~~service~~exchange ~~period,~~rate ~~which~~in iseffect ~~usually~~at the ~~vesting~~balance ~~period~~sheet date. ~~The~~Income ~~Company~~statement ~~uses~~accounts, with the ~~Black-Scholes~~exception ~~pricing~~of ~~model~~amortized toassets ~~calculate~~or liabilities, are translated at the ~~fair~~average ~~value~~exchange rate during the period. Translation adjustments arising from the use of differing ~~options~~exchange ~~and~~rates ~~warrants~~from ~~issued~~period to ~~both~~period ~~employees~~are ~~and~~included ~~non-employees.~~in ~~Stock~~exchange ~~issued~~gain ~~for~~or ~~compensation~~loss isin ~~valued~~the ~~using~~income ~~the~~statement. ~~market~~Gains ~~price~~and oflosses ~~the~~that ~~stock~~result onfrom foreign currency transactions are included in the ~~date~~calculation of ~~the~~net ~~related~~income ~~agreement~~(loss).

~~Comparative figures~~21

~~Certain comparative figures have been reclassified in order to conform to the current year's financial statement presentation~~Inventory

~~Recent~~Inventory ~~Accounting~~is ~~Pronouncements~~recorded at the lower of cost or net realizable value.

InRevenue March 2008, the FASB issued an update to FASB ASC 815, “Derivatives and Hedging” This update is intended to enhance the current disclosure framework in FASB ASC 815. Under this update, entities will have to provide disclosures about (a) how and why and entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB ASC 815 and its related interpretations, and (c), how derivative instruments and related hedged items effect an entity’s financial position, financial performance and cash flows. This update is effective for all financial statements issued for fiscal and interim periods beginning after November 15, 2008. The Company does not currently have any derivative instruments, nor does it engage in hedging activities, therefore, the Company’s adoption of this update in the first quarter of 2009 was without significant financial impact. Recognition

InSales ~~April~~are ~~2009,~~recognized ~~the~~upon ~~FASB~~purchase ~~issued~~by ancustomers ~~accounting standard that requires disclosures about fair value of financial instruments not measured on the balance sheet~~ at ~~fair~~our ~~value~~retail ~~in interim financial statements as well as in annual financial statements~~store. ~~Prior~~ toAll ~~this~~sales accounting standard, fair values for these assets and liabilities were only required be disclosed annually. This standard applies to all financial instruments within its scope and requires all entities to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments. This standard does not require disclosures for earlier periods presented for comparative purposes at ~~initial~~our ~~adoption,~~retail ~~but~~store inare ~~periods after the initial adoption~~final, ~~this~~allowing ~~standard requires comparative disclosures only~~ for ~~periods~~no ~~ending~~sales ~~after initial adoption~~returns. ~~This~~ ~~accounting standard became effective for us beginning with the quarter ended on June 30, 2009, however, it did not have a material impact on our consolidated financial statements.~~

~~-21-~~ Income Taxes

~~NOTE~~The 2Company –accounts ~~SUMMARY~~for OFincome ~~SIGNIFICANT~~taxes ~~ACCOUNTING~~under ~~POLICIES~~the ~~(continued)~~asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

InThe ~~May~~Company ~~2009,~~records ~~the~~net ~~FASB~~deferred ~~issued~~tax ~~FASB~~assets ~~ASC 855, Subsequent Events, ASC 855 provides authoritative accounting literature related~~ to ~~evaluating subsequent events that was previously addressed only in~~ the ~~auditing~~extent ~~literature, and is largely similar to~~ the ~~current~~Company ~~guidance~~believes inthese ~~the~~assets ~~auditing~~will ~~literature~~more ~~with~~likely ~~some~~than ~~exceptions that are~~ not ~~intended~~be ~~to result in significant changes in practice~~realized. ~~SFAS~~In ~~165~~making ~~defines~~such ~~subsequent~~determination, ~~events and also requires~~ the ~~disclosure~~Company ofconsiders ~~the~~all ~~date~~available ~~through~~positive ~~which an entity has evaluated subsequent events~~ and ~~the~~negative ~~basis for that date. ASC 855 is effective on a prospective basis for interim or annual financial periods ending after June 15~~evidence, ~~2009.~~including ~~The~~future ~~adoption~~reversals of ~~this~~existing ~~standard~~taxable ~~during~~temporary ~~the~~differences, ~~period~~projected ~~did~~future ~~not~~taxable ~~have~~income, ~~any~~tax ~~impact~~planning onstrategies ~~the~~and ~~Company’s~~recent financial ~~position, cash flows or results of~~ operations. ~~The~~A ~~adoption~~valuation ofallowance ~~this~~is ~~standard~~established ~~during~~against ~~the~~deferred ~~period~~tax ~~did~~assets ~~not~~that ~~have~~do ~~any~~not ~~impact~~meet on the ~~Company’s~~criteria ~~financial~~for ~~position, cash flows or results of operations~~recognition. OnIn ~~February~~the ~~24,~~event ~~2010,~~ the ~~FASB~~Company ~~issued~~were ~~Accounting~~to ~~Standards~~determine ~~Update~~that ~~(ASU)~~it ~~2010-09,~~would ~~Amendments~~be able to ~~Certain~~realize ~~Recognition~~deferred ~~and~~income ~~Disclosure~~tax ~~Requirements~~assets Asin ~~a result of~~ the ~~amendments,~~future ~~SEC~~in ~~filers~~excess ~~that~~of ~~file~~their ~~financial~~net ~~statements~~recorded ~~after February 24~~amount, ~~2010~~the ~~are~~would ~~not~~make ~~required~~an adjustment to ~~disclose~~ the ~~date~~valuation ~~through~~allowance which ~~subsequent~~would ~~events~~reduce ~~have~~the ~~been~~provision ~~evaluated~~for income taxes.

InThe ~~June~~Company ~~2009,~~follows the ~~FASB~~accounting ~~issued~~guidance ~~SFAS~~which ~~No.~~provides ~~166,~~that ~~“Accounting~~a ~~for~~tax ~~Transfers~~benefit offrom ~~Financial Assets –~~ an ~~amendment~~uncertain oftax ~~FASB~~position ~~Statement~~may ~~No.~~be ~~140”. SFAS~~recognized ~~No.~~when ~~166~~it ~~amends~~is ~~SFAS~~more ~~No.~~likely ~~140,~~than ~~“Accounting~~not ~~for~~that ~~Transfers~~the ~~and~~position ~~Servicing~~will ofbe ~~Financial~~sustained ~~Assets~~upon ~~and Extinguishments of Liabilities” by eliminating the concept of special-purpose entity~~examination, ~~requiring~~including ~~the~~resolutions ~~reporting entity to provide more information about sales~~ of ~~securitized~~any ~~financial~~related ~~assets~~appeals ~~and~~or ~~similar transactions~~litigation processes, ~~particularly~~based ifon the ~~seller~~technical ~~retains~~merits. ~~some~~Income ~~risk~~tax topositions ~~the~~must ~~assets,~~meet ~~changes~~a ~~the requirements for the de~~more-likely-than-not recognition ofthreshold ~~financial~~at ~~assets, and provides for~~ the ~~sellers~~effective ofdate ~~the assets~~ to ~~make additional disclosures. This Statement shall~~ be ~~effective~~recognized asinitially ofand ~~the~~in ~~Company’s~~subsequent ~~first interim reporting period that begins after November 15, 2009~~periods. ~~Earlier~~Also ~~application~~included is ~~prohibited. The~~guidance ~~Company~~on ~~does~~measurement, ~~not anticipate any significant financial impact from adoption of SFAS No. 166. As of September 30~~derecognition, ~~2009~~classification, ~~SFAS~~interest ~~No.~~and ~~166~~penalties, ~~has~~accounting ~~not~~in ~~been~~interim ~~added~~periods, todisclosure ~~the~~and ~~Codification~~transition.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. SFAS No. 167 addresses the effect on FASB Interpretation 46(R), “Consolidation of Variable Interest Entities” of the elimination of the qualifying specialStock-~~purpose~~Based entity concept of SFAS No. 166, “Accounting for Transfers of Financial Assets”. SFAS No. 167 also amends the accounting and disclosure requirements of FASB Interpretation 46(R) to enhance the timeliness and usefulness of information about an enterprise’s involvement in a variable interest entity. This Statement shall be effective as of the Company’s first interim reporting period that begins after November 15, 2009. Earlier application is prohibited. The Company does not anticipate any significant financial impact from adoption of SFAS No. 167. As of December 31, 2009, SFAS No. 167 has not been added to the Codification.Compensation

InThe ~~June~~Company ~~2009,~~accounts ~~the~~for ~~FASB~~all ~~issued~~compensation ~~Accounting~~related ~~Standard~~to ~~Update~~stock, ~~(ASU)~~options ~~No.~~or ~~2009-01~~warrants ~~(Topic~~using ~~105)~~a –fair ~~Generally~~value ~~Accepted~~based ~~Accounting~~method ~~Principles~~whereby –compensation ~~amendments~~cost ~~based~~is onmeasured –at ~~Statement~~the ofgrant ~~Financial~~date ~~Accounting~~based ~~Standards~~on ~~No.~~the ~~168~~value –of ~~The~~the ~~FASB~~award ~~Accounting~~ and ~~Standards~~is ~~Codification~~recognized ~~and~~over the ~~Hierarchy~~service ofperiod, ~~Generally~~which ~~Accepted~~is ~~Accounting~~usually ~~Principles. Beginning with this Statement~~ the ~~FASB~~vesting ~~will~~period. noThe ~~longer~~Company ~~issue~~uses ~~new standards in~~ the ~~form~~Black-Scholes ofpricing ~~Statements,~~model ~~FASB~~to ~~Staff~~calculate ~~Positions,~~the orfair ~~Emerging~~value ~~Issues~~of ~~Task~~options ~~Force~~and ~~Abstracts. Instead,~~warrants itissued ~~will~~to ~~issue~~both ~~Accounting~~employees ~~Standard~~and ~~Updates~~non-employees. ~~This~~ ~~ASU~~Stock ~~includes~~issued ~~FASB~~for ~~Statement~~compensation ~~No.~~is ~~168~~valued inusing ~~its~~the ~~entirety. While~~market ~~ASU’s~~price ~~will~~of ~~not~~the bestock ~~considered~~on ~~authoritative~~the indate ~~their~~of ~~own right, they will serve to update~~ the ~~Codification,~~related agreement.

~~provide~~Comparative the bases for conclusions and changes in the Codification, and provide background information about the guidance. The Codification modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and nonauthoritative. figures

~~ASU~~Certain ~~No.~~comparative ~~2009-01~~figures ishave ~~effective~~been ~~for~~reclassified ~~financial~~in ~~statements~~order ~~issued~~to ~~for~~conform ~~the~~to ~~interim and annual periods ending after September 15, 2009, and~~ the ~~Company~~current ~~does~~year's ~~not expect any significant~~ financial ~~impact~~statement ~~upon adoption.~~presentation

InRecent ~~July 2009, the FASB officially launched the FASB ASC 105 -- Generally Accepted~~ Accounting Principles, which established the FASB Accounting Standards Codification (“the Codification”), as the single official source of authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission. The Codification is designed to simplify U.S. GAAP into a single, topically ordered structure. All guidance contained in the Codification carries an equal level of authority. The Codification is effective for interim and annual periods ending after September 15, 2009. Accordingly, the Company refers to the Codification in respect of the appropriate accounting standards throughout this document as “FASB ASC”. Implementation of the Codification did not have any impact on the Company’s consolidated financial statements.Pronouncements

~~NOTE~~In 2January –2010, ~~SUMMARY~~the OFFASB ~~SIGNIFICANT~~issued ~~ACCOUNTING~~ASU ~~POLICIES~~No. 2010-06 :Fair Value Measurements and Disclosure (~~continued~~Topic 820) regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU, however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In August 2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value. This ASU clarifies the fair market value measurement of liabilities. In circumstances where a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: a technique that uses quoted price of the identical or a similar liability or liabilities when traded as an asset or assets, or another valuation technique that is consistent with the principles of Topic 820 such as an income or market approach. ASU No. 2009-05 was effective upon issuance and it did not result in any significant financial impact on the Company upon adoption.22

In July 2010, the FASB issued ASU No. 2010-~~22-~~20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The ASU amends FASB Accounting Standards Codification Topic 310, Receivables, to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate, by portfolio segment or class of financing receivables, certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. This ASU is effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption of this standard may require additional disclosures, but we do not expect the adoption to have a material effect on our consolidated financial statements.

InOn ~~September~~December 21, ~~2009~~2010, the FASB issued Accounting ~~Standard~~Standards Update (“ASU”) ~~No. 2009~~2010-1229:Business –Combinations ~~Fair~~(Topic ~~Value~~805), ~~Measurements~~which ~~and~~impacts ~~Disclosures~~any ~~(Topic~~public ~~820)~~entity –that ~~Investments~~enters ininto ~~Certain~~business ~~Entities~~combinations ~~That~~that ~~Calculate~~are ~~Net~~material ~~Asset~~on ~~Value~~an ~~per~~individual ~~Share (~~or ~~its~~aggregate ~~equivalent)~~basis. ~~This~~ ~~ASU~~The ~~permits~~guidance ~~use~~specifies ofthat if a ~~practical~~public ~~expedient,~~entity ~~with~~presents ~~appropriate~~comparative ~~disclosures~~financial statements, ~~when~~the ~~measuring~~entity ~~the~~should ~~fair~~disclose ~~value~~revenues and earnings of anthe ~~alternative~~combined ~~investment~~entity as though the business combination(s) that ~~does~~occurred ~~not~~during ~~have~~the ayear ~~readily~~had ~~determinable~~occurred ~~fair~~at ~~value. ASU~~the ~~No.~~beginning ~~2009-12~~of isthe ~~effective~~prior annual period when preparing the pro forma financial information for ~~interim~~both the current and ~~annual~~prior reporting periods. ~~ending~~The ~~after~~guidance ~~December~~also ~~15,~~requires ~~2009~~that pro forma disclosures be accompanied by a narrative description regarding the nature and amount of material, ~~with~~nonrecurring ~~early~~pro ~~application~~forma ~~permitted. Since~~adjustments directly attributable to the ~~Company~~business ~~does~~combination ~~not~~included ~~currently~~in ~~have~~reported ~~any~~pro ~~such~~forma ~~investments~~revenues and earnings. This guidance is effective for business combinations consummated in periods beginning after December 15, it2010. We ~~does~~do not ~~anticipate~~believe ~~any~~the adoption of this guidance will have a material impact on ~~its~~our ~~financial~~Consolidated ~~statements~~Financial ~~upon adoption~~Statements.

is designed to simplify U.S. GAAP into a single, topically ordered structure. All guidance contained in the Codification carries an equal level of authority. The Codification is effective for interim and annual periods ending after September 15, 2009. Accordingly, the Company refers to the Codification in respect of the appropriate accounting standards throughout this document as “FASB ASC”. Implementation of the Codification did not have any impact on the Company’s consolidated financial statements.

InNOTE ~~December~~3 ~~2009,~~– ~~the~~DEPOSITS ~~FASB~~ON ~~issued~~LEASEHOLD ASU No. 2009-17 regarding consolidations and improvements to financial reporting by enterprises involved with VIEs. This ASU changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This statement is effective for us beginning in the first quarter of fiscal 2011 (October 1, 2010). We are currently assessing the potential impact that the adoption of ASU No. 2009-17 will have on our consolidated financial statements.IMPROVEMENTS

~~NOTE~~The 3Company –opened ~~DEPOSITS~~its ONfirst ~~LEASEHOLD~~wine ~~IMPROVEMENTS~~and spirits retail store located in Tianjin, China in December, 2008 for the distribution of its imported products. As at December 31, 2010, the Company has advanced $85,000 towards the leasehold improvements of future store(s) planned for the latter half of 2011.

~~The~~NOTE ~~Company~~4 ~~opened~~– ~~its~~INTANGIBLE ~~first~~ASSETS wine and spirits retail store located in Tianjin, China in December, 2008 for the distribution of its imported products. As at December 31, 2098, the Company has advanced $85,000 towards the leasehold improvements of future store(s) planned for the latter half of 2010.

~~NOTE~~On 4May –5, ~~INTANGIBLE~~2008, ~~ASSETS~~the Company signed an agreement with Legacy Wine and Spirits Merchants Ltd (“Legacy Merchants”) a Hong Kong based Company, for the rights to a fifteen (15) year general license to import, bottle, blend, manufacture and distribute wine and spirits in China. The agreement did not take effect until the Company completed its name change, which was completed on May 27, 2008. Legacy Merchants was issued 1,000,000 restricted shares of the Company’s Rule 144 stock valued at $960,000 for the rights to the aforementioned license through its agreement with Beijing Nine Dragons Winery Co. Ltd (“Nine Dragons”) a China based company. Through Legacy Merchants and its agreement with Crown StarHoldings Ltd, an alcoholic beverage sourcing company with offices in Canada and Hong Kong, the Company has access to a wide selection of fine wine and spirits.

OnThe ~~May 5, 2008, the~~ Company ~~signed~~opened anone ~~agreement~~wine ~~with Legacy Wine~~ and ~~Spirits~~spirits ~~Merchants~~retail ~~Ltd~~stores ~~(“Legacy~~to ~~Merchants”)~~be alocated ~~Hong~~in ~~Kong based Company~~Tianjin, ~~for~~China ~~the~~in ~~rights~~December, to2008. aThe ~~fifteen~~store ~~(15)~~is ~~year~~approximately ~~general~~1,900 ~~license~~sq. toft. ~~import,~~and ~~bottle,~~named ~~blend,~~“Legacy ~~manufacture~~Wine and ~~distribute~~Spirits” ~~wine~~ and ~~spirits~~will ininitially ~~China.~~stock ~~The~~imported ~~agreement~~red ~~did~~and ~~not~~white ~~take~~wines ~~effect~~as ~~until~~well ~~the~~as ~~Company~~a ~~completed~~selection ~~its~~of ~~name~~spirits ~~change,~~from ~~which~~Bronco ~~was~~winery ~~completed~~in ~~on May 27~~California, ~~2008~~USA.. ~~Legacy~~This ~~Merchants~~initial ~~was~~store ~~issued~~will ~~1,000,000~~be ~~restricted~~a ~~shares~~flagship ofmodel ~~the~~for ~~Company’s~~a ~~Rule~~franchising ~~144~~plan ~~stock~~designed ~~valued~~to atfurther ~~$960,000~~broaden ~~for~~ the ~~rights~~Company’s todistribution ~~the~~facilities ~~aforementioned~~and ~~license~~gain ~~through~~further ~~its~~market ~~agreement~~awareness ~~with~~and ~~Beijing~~penetration ~~Nine~~of ~~Dragons~~the ~~Winery~~Legacy Cobrand. Once ~~Ltd~~the ~~(“Nine~~Legacy ~~Dragons”)~~retail astores ~~China~~have ~~based~~been ~~company.~~established, ~~Through~~the ~~Legacy~~Company ~~Merchants~~will ~~and~~exercise its ~~agreement~~First ~~with~~Right ~~Crown~~of ~~StarHoldings~~Refusal ~~Ltd,~~to anstart-up ~~alcoholic~~its ~~beverage~~manufacturing ~~sourcing~~facility ~~company with offices~~ in ~~Canada~~Beijing ~~and~~through ~~Hong~~Legacy ~~Kong,~~Merchants ~~the~~agreement ~~Company~~with ~~has~~Nine ~~access to a wide selection of fine wine and spirits~~Dragons.

~~The~~Intangible ~~Company opened~~assets ~~one~~include wine and spirits retail stores to be located in Tianjin, China in December, 2008 These approximate 1,900 sq. ft. store is named “Legacy Wine and Spirits” and will initially stock imported red and white wines as well as a selection of spirits from Bronco winery in California, USA.. This initial store will be a flagship model for a franchising plan designed to further broaden the Company’s distribution facilities and gain further market awareness and penetration of the Legacy brand. Once the Legacy retail stores have been established, the Company will exercise its First Right of Refusal to start-up its manufacturing facility in Beijing through Legacy Merchants agreement with Nine Dragons.following:

Intangible assets include the following:


Description	December 31,	December 31,
	2010	2009
15 year general license to acquire & distribute wine & spirits in China	$ 960,000	$ 960,000
Website development , branding and labeling costs incurred	65,100	65,100
Less: accumulated amortization	(142,375)	(74,035)
	$ 882,725	$ 951,065
Less: write-down of intangible assets	(872,225)	-
Adjusted Balance	$ 10,500	$ 951,065

Description	December 31,	December 31,
	2009	2008
15 year general license to acquire & distribute wine & spirits in China	$ 960,000	$ 960,000
Website development , branding and labeling costs incurred	65,100	65,100
Less: accumulated amortization	(74,035)	(5,695)
	$ 951,065	$ 1,019,405

~~-23-~~ NOTE 5 – DEFERRED COMPENSATION

~~NOTE~~On 5November –1, ~~DEFERRED~~2008, ~~COMPENSATION~~the Company entered into an agreement with Charlton Investments Limited. (“Charlton”), a private company controlled by a significant shareholder, with a two-year term, whereby Charlton will provide investment-banking services to the Company (valued at $120,000) in exchange for 200,000 restricted shares of the Company’s common stock.

On November 1, 2008, the Company entered into an agreement with ~~Charlton~~Compte ~~Investments~~de ~~Limited~~Sierge Accomodative Corp. Ld.., (“~~Charlton~~Compte”), a private company ~~controlled~~owned by a significant shareholder of the Company, ~~with~~for a two- year term, whereby ~~Charlton~~Compte will provide ~~investment-banking~~investor relations services to the Company (valued at $120,000) in exchange for 200,000 restricted shares of the Company’s common stock. Compte will provide such services as researching, editing and generating a company profile, relaying the Company’s business perspectives and distribution of corporate updates, including press releases.

On ~~November~~May 115, ~~2008~~2010, the Company entered into an agreement with ~~Compte~~Palisades deFinancial ~~Sierge Accomodative Corp~~Ltd. ~~Ld..,~~ (“~~Compte~~Palisades”), a private company ~~owned~~controlled by a significant shareholder ~~of the Company~~, ~~for~~with a two -year term, whereby ~~Compte~~Palisades ~~will~~provides ~~provide~~ investor relations services to the Company (valued at $~~120~~30,000) in exchange for ~~200~~750,000 restricted shares of the Company’s common stock.. Compte will provide such services as researching, editing and generating a company profile, relaying the Company’s business perspectives and distribution of corporate updates, including press releases.

AsOn ofMay ~~December 31~~15, ~~2008~~2010, the Company ~~had~~entered ~~not~~into ~~issued~~an ~~the~~agreement ~~common~~with ~~stock~~a ~~related~~consultant, tofor ~~these~~a ~~agreements.~~two ~~Additionally~~year term, whereby the consultant provides consulting services to the Company ~~recorded~~(valued at $2030,000) in ~~common~~exchange ~~stock to be issued~~ for ~~services~~750,000 ~~performed~~restricted ~~under~~shares of the ~~contracts~~Company’s atcommon ~~that date~~stock.

~~The~~On ~~Company~~December ~~amortizes~~1, 2010, the ~~costs~~Company ofentered ~~these~~into ~~services~~an ~~over~~agreement ~~the~~with ~~respective~~Charlton ~~terms~~Investments ofLimited. ~~the~~(“Charlton”), ~~contracts. During~~a ~~the~~private ~~year~~company ~~ended~~controlled ~~December~~by 31a significant shareholder, ~~2009~~with a two-year term, ~~the~~whereby ~~Company~~Charlton ~~recorded~~will ~~amortization~~provide ofinvestment-banking ~~deferred~~services ~~compensation~~to ~~totaling~~the ~~$120,000~~Company (~~2008~~valued -at $2010,000 ~~accrued~~) ~~and~~in asexchange atfor ~~December 31~~500,000 ~~2009~~restricted ~~the~~shares ~~unamortized portion~~ of the ~~deferred~~Company’s ~~compensation~~common ~~totaled~~stock. ~~$100,000~~

~~NOTE~~On 6December –1, ~~STOCKHOLDERS~~2010, the Company entered into an agreement with Compte de Sierge Accomodative Corp. Ld.., (“Compte”) a private company owned by a significant shareholder of the Company, for a two year term, whereby Compte will provide investor relations services to the Company (valued at $10,000) in exchange for 500,000 restricted shares of the Company’s ~~EQUITY~~common stock.. Compte will provide such services as researching, editing and generating a company profile, relaying the Company’s business perspectives and distribution of corporate updates, including press releases.

The Company’s ~~capitalization~~amortizes isthe ~~100~~costs of these services over the respective terms of the contracts. During the year ended December 31,~~000~~ 2010, the Company recorded amortization of deferred compensation totaling $119,584 (2009 - $120,000 ~~common~~accrued) ~~shares~~and ~~with~~as aat ~~par~~December ~~value~~31, 2010 the unamortized portion of ~~$0.0001~~the ~~per~~deferred ~~share~~compensation totaled $60,416.

~~2009~~NOTE ~~Transactions~~6 – STOCKHOLDERS’ EQUITY

OnThe ~~January 22, 2009 the~~ Company’s ~~issued~~capitalization ~~400~~is 100,000,000 ~~restricted~~ common shares with a ~~fair~~par value of $~~240,000~~0.0001 ~~pursuant~~per ~~to deferred compensation agreements (See note 5)~~share.

On2010 ~~April~~Transactions ~~20, 2009 the Company issued 13,000 restricted common shares with a fair value of $7,930 in exchange for services.~~

On ~~November~~January 1020, ~~2009~~2010 the Company issued 15200,000 restricted common shares with a fair value of $114,~~950~~000 into ~~exchange~~a consultant for his current services.

During the year ended December 31, ~~2009,~~2010 the Company issued 112,~~375~~882,~~000~~500 shares under the Company’s ~~2009~~2010 & ~~2008~~2009 Employee Stock Option Incentive Plans with a value of $~~192~~301,~~300~~950 for satisfaction of debt to related parties and ~~345~~$100,~~000~~250 ~~shares~~ for ~~cash~~certain ~~proceeds~~other ofmanagement ~~$51,300~~and consulting services.

~~2008 Transactions~~ 24

On ~~February~~May 2726, ~~2008~~2010, the Company issued 251,500,000 restricted common shares with a fair value of $1660,~~250~~000 pursuant to deferred compensation agreements and on December 31, 2010, the Company issued 1,000,000 restricted common shares with a ~~newly~~fair ~~appointed~~value ~~director~~of ~~for~~$20,000 ~~his~~pursuant ~~current~~to ~~services~~deferred compensation agreements.

~~-24-~~During the year ended December 31, 2010 the Company issued 2,627,440 restricted common shares to settle a debt in the amount of $131,372 to Golden Spirit Enterprises Ltd. and issued 1,451,360 restricted common shares to settle a debt in the amount of $72,568 to Organa Gardens International Inc., both companies with directors in common.

On2009 ~~May~~Transactions 27, 2008, the Company issued 294,083 shares of Legacy Wine & Spirits International Ltd. common stock in satisfaction of $147,041 owed to nine (9) related parties. The issuance price of the common stock was $0.50 per share as agreed between the debtors and Legacy Wine & Spirits International Ltd. The fair market value of those shares on the date of issue was $0.95 per share, resulting in interest on the settlement of debt in the

~~amount~~On January 22, 2009 the Company issued 400,000 restricted common shares with a fair value of $~~132~~240,~~337~~000 pursuant to deferred compensation agreements (See note 5).

On ~~June~~April 1220, ~~2008,~~2009 the Company ~~completed~~issued ~~the closing of the first phase in connection with a Private Placement (the “Private Placement“) of its securities to certain accredited investors for aggregate gross proceeds of $460~~13,000. ~~The~~restricted ~~investors~~common ~~purchased an aggregate of 920,000~~ shares ~~of the Company at a price of $0.50 per share and these shares were issued subject to restrictions under Rule 144. The Company is now proceeding~~ with ~~the second phase in connection with~~ a ~~Private~~fair ~~Placement,~~value ~~which~~of ~~will raise an additional~~ $~~540~~7,~~000~~930 ~~through~~in ~~the~~exchange ~~issuance of 720,000 shares of the Registrant at a price of $0.75 per share~~ for ~~grand total proceeds of $1,000,000~~services.

On ~~June~~November 1310, ~~2008,~~2009 the Company issued 115,000~~,000~~ restricted common shares ~~valued~~with ~~at $960,000 to acquire~~ a 15fair ~~year~~value ~~general~~of ~~license to import~~$1,950 ~~bottle,~~in ~~blend,~~exchange ~~manufacture~~for ~~& distribute wine and spirits throughout China~~services.

OnDuring ~~August~~the 19year ended December 31, ~~2008~~2009, the Company issued 851,375,000 shares ofunder ~~Legacy~~the ~~Wine~~Company’s 2009 & ~~Spirits~~2008 ~~International~~Employee ~~Ltd.~~Stock ~~common~~Option ~~stock~~Incentive inPlans ~~satisfaction~~with a value of $42192,~~500~~300 ~~owed~~for tosatisfaction ~~three~~of ~~(3)~~debt to related parties~~. The~~ ~~issuance~~and ~~price~~345,000 ofshares ~~the~~for cash proceeds of $51,300.

~~common~~2010 ~~stock~~Stock was $0.50 per share as agreed between the debtors and Legacy Wine & Spirits International Ltd. The fair market value of those shares on the date of issue was $0.70 per share, resulting in interest on the settlement of debt in the amount of $17,000. Options

OnDuring ~~September~~the ~~16,~~year ~~2008~~ended December 31, 2010 the Company issued 512,~~000~~882,500 ~~restricted~~shares ~~common~~under ~~shares~~the ~~valued~~Company’s at2010 & 2009 Employee Stock Option Incentive Plans with a value of $2301,~~550~~950 for satisfaction of debt to arelated ~~new~~parties ~~director~~and $100,250 for ~~directors’~~certain ~~fees~~other management and consulting services.

On The ~~October 7, 2008, the~~ Company’s ~~issued~~stock ~~6,000~~option ~~restricted~~activity ~~common~~is ~~shares for cash in the amount of $3,000 for a previous share subscription with respect to the second phase of a private placement~~ as ~~described~~follows: ~~above.~~

On October 22, 2008, the Company received proceeds of $97,500 for the issue of 162,500 shares under the Company’s 2008 Employee Stock Option Incentive Plan.


	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life

Balance, December 31, 2008	-	-	-
Granted during the period	1720,000	0.25	-
Exercised during the period	( 1,720,000)	0.25	-

Balance, December 31, 2009	-	$ -	-

Granted during the period	12,882,500	0.03	-
Exercised during the period	(12,882,500)	0.03	-


Balance, December 31, 2010	-	$ -	-

As of December 31, 2010 there were Nil stock options available for grant under the Company’s 2008 and 2009 Stock ~~Options~~Incentive and Option Plans.

~~During~~On ~~the~~February ~~year ended December 31~~9, ~~2009~~2010, the Company ~~granted~~filed aRegistration ~~total~~Statements ofon ~~1,720,000,~~Form ~~5 year common stock options at various prices between $0.06~~ S-8 ~~$0.45~~to ~~per~~register ~~share~~9, ~~of which 1~~000,~~375,~~000 ~~were~~to ~~exercised~~be ~~immediately~~issued inpursuant ~~satisfaction of debts~~ to ~~related parties in~~ the ~~amount~~Company’s of2010 ~~$192,300.~~Stock ~~The~~Incentive ~~Company~~and ~~recognized~~Option ~~stock-based~~Plan. ~~compensation~~As of ~~$19~~December 31,~~350,~~ ~~which~~2010 ~~represented~~there ~~the~~were ~~fair value of the remaining 345~~1,015,000 stock options ~~granted~~available tofor ~~consultants. The~~grant ~~Company~~under ~~received~~the ~~cash~~Company’s ~~proceeds~~2010 ofStock ~~$51,300~~Incentive onand ~~the~~Option ~~exercise~~Plan ~~of the 345,000 stock options.~~

~~The Company’s stock option activity is as follows:~~ 25

	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance, December 31, 2007	-	$ -	-
Granted during 2008	162,500	0.60	-
Exercised during 2009	(162,500)	0.60	-
Balance, December 31, 2008	-	-	-
Granted during the period	1720,000	0.25	-
Exercised during the period	( 1,720,000)	0.25	-
Balance, December 31, 2009	-	$ -	-

2009 Stock Options

During the year ended December 31, 2009, the Company granted a total of 1,720,000, 5 year common stock options at various prices between $0.06 -25 $0.45 per share, of which 1,375,000 were exercised immediately in satisfaction of debts to related parties in the amount of $192,300. The Company recognized stock-based compensation of $19,350, which represented the fair value of the remaining 345,000 stock options granted to consultants. The Company received cash proceeds of $51,300 on the exercise of the 345,000 stock options.

AsThe ~~of December 31, 2009, there were 587,500 stock options available for grant under the~~ Company’s ~~2008~~stock ~~Stock~~option ~~Incentive~~activity ~~and~~is ~~Option~~as ~~Plan.~~follows:

On June 5, 2009, the Company filed Registration Statements on Form S-8 to register 6,000,000 to be issued pursuant to the Company’s 2009 Stock Incentive and Option Plan. As of December 31, 2009, there were 4,310,000 stock options available for grant under the Company’s 2009 Stock Incentive and Option Plan.


	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life

Balance, December 31, 2007	-	$ -	-
Granted during 2008	162,500	0.60	-
Exercised during 2009	(162,500)	0.60	-

Balance, December 31, 2008	-	-	-
Granted during the period	1720,000	0.25	-
Exercised during the period	( 1,720,000)	0.25	-

Balance, December 31, 2009	-	$ -	-

As of December 31, 2009, there were 587,500 stock options available for grant under the Company’s 2008 Stock ~~Options~~Incentive and Option Plan.

~~During~~On ~~the~~June ~~year ended ended December 31~~5, ~~2008~~2009, the Company ~~granted~~filed aRegistration ~~total~~Statements ofon ~~162,500,~~Form 5S-8 ~~year~~to ~~common~~register ~~stock~~6,000,000 ~~options~~to atbe anissued ~~exercise~~pursuant ~~price~~to ofthe ~~$0.60 per share. The~~ Company’s ~~recognized~~2009 ~~stock-based~~Stock ~~compensation~~Incentive ofand ~~$4,875~~Option inPlan. ~~accordance~~As ~~with~~of ~~SFAS~~December ~~123R~~31, ~~which~~2009, ~~represented~~there ~~the~~were ~~fair~~4,310,000 ~~value of~~ stock options ~~granted~~available tofor ~~consultants~~grant inunder ~~exchange~~the ~~for~~Company’s ~~services~~2009 ~~rendered~~Stock toIncentive ~~the~~and ~~Company.~~Option Plan

~~(c)~~NOTE 7 – RELATED PARTY TRANSACTIONS

~~The~~During the year ended December 31, 2010, the Company’s ~~stock~~incurred ~~option~~expenses ~~activity~~for isconsulting asfees ~~follows:~~of $220,000 (2009 - $115,000) to companies controlled by a significant shareholder and $3,142 (2008 - $9,189) for directors fees.

	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance, December 31, 2007	-
Granted during 2008	162,500	0.60	5 years
Exercised during 2008	(162,500)
Balance, December 31, 2008	-

During the year ended December 31, 2010, the Company incurred expenses for services of $119,584 (2009 - $120,000) to three companies controlled by a significant shareholders and one consultant pursuant to service contracts (See Note 5).

During year ended December 31, 2010, the Company incurred expenses for rent of $26,694 (d2009 - $27,612) to a Company controlled by a significant shareholder.

AsThe offollowing ~~December~~amounts ~~31,~~are ~~2008,~~due ~~there~~to ~~were~~related ~~617,500 stock options available for grant under the Company’s 2008 Stock Incentive and Option Plan.~~ parties:

NOTE 8 – RELATED PARTY TRANSACTIONS


	December 31, 2010	December 31, 2009

Organa Gardens International Inc.	$ -	$ 131,372
Golden Spirit Enterprises Ltd.	-	72,691
Significant shareholders	39,612	9,149

	$ 39,612	$ 213,212

~~During~~All related party transactions are in the ~~year~~normal ~~ended~~course ~~December~~of ~~31,~~business ~~2009,~~and are measured at the ~~Company~~exchange ~~incurred~~amount, ~~expenses~~which ~~for~~is ~~consulting~~the ~~fees~~amount of ~~$115,000~~consideration ~~(2008~~established -and ~~$20,000)~~agreed to aby ~~Company~~the ~~controlled~~related byparties. aAll ~~significant~~amounts ~~shareholder~~owed ~~and~~to ~~$9,189~~the ~~(2008~~above -related ~~$23~~parties are unsecured,~~781)~~ ~~for~~non-interest ~~directors~~bearing ~~fees.~~and have no specific terms of repayment.

During the year ended December 31, 2009, the Company incurred expenses for services of $120,000 (2008 - $Nil) to two companies controlled by a significant shareholders pursuant to service contracts (See Note 5). 26

~~During~~NOTE ~~year~~8 ~~ended December 31, 2009, the Company incurred expenses for rent of $27,612 (2008~~ - ~~$12,000)~~INCOME ~~to a Company controlled by a significant shareholder.~~TAXES

~~The~~Potential ~~following~~benefits ~~amounts~~of United States Federal income tax losses are ~~due~~not recognized in the accounts until realization is more likely than not. As of December 31, 2010, the Company has combined net operating losses carried forward totaling approximately $4,598,000 for tax purposes which expire through 2030. Availability of loss usage is subject to ~~related~~change ~~parties:~~of ownership limitations under Internal Revenue Code 382 for 2002 and prior year’s losses. Pursuant to ASC Topic 740, the Company is required to compute tax asset benefits for net operating losses carried forward. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry forwards.

	December 31, 2009	December 31, 2008
Organa Gardens International Inc.	$ 131,372	$ 116,631
Golden Spirit Enterprises Ltd.	72,691	31,331
Significant shareholders	9,149	20,003
	$ 213,212	$ 167,965

A reconciliation of income tax computed at the federal and state statutory tax rates is as follows:

All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts owed to the above related parties are unsecured, non-interest bearing and have no specific terms of repayment.


	Year ended December 31, 2010	Year ended December 31, 2009

Federal income tax provision at statutory rate	(35.00)%	(35.00)%
State income tax provision at statutory rate, net of federal income tax effect	(0.00)	(0.00)

Total income tax provision rate	(35.00)%	(35.00)%

~~-26-~~The actual income tax provisions differ from the expected amounts calculated by applying the federal income tax statutory rate to the Company’s loss before income taxes. The components of these differences are as follows:

NOTE 9 - INCOME TAXES


	Year ended December 31, 2010	Year ended December 31, 2009


Loss before income taxes	$ (1,536,307)	$ (568,263)
Corporate tax rate	35.00%	35.00%

Expected tax expense (recovery)	(537,707)	(198,892)
Non-deductable stock based compensation	19,350	19,350
Unrecognized loss carry forward and other	518,357	179,542

Income tax provision	$ -	$ -

~~Potential~~The ~~benefits of United States Federal income tax losses are not recognized in the accounts until realization is more likely than not. As of December 31, 2009, the~~ Company has combined net operating losses carried forward totaling approximately $3,451,000 for tax purposes which expire through 2029. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382 for 2002 and prior year’s ~~losses. Pursuant to ASC Topic 740, the Company is required to compute~~ tax-effected ~~asset~~deferred ~~benefits~~income ~~for net operating losses carried forward. Future~~ tax ~~benefits~~assets ~~which~~and ~~may~~liabilities ~~arise~~are asestimated ~~a result of these losses have not been recognized in these financial statements,~~ as ~~their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry forwards.~~ follows:

A reconciliation of income tax computed at the federal and state statutory tax rates is as follows:


		2010		2009

Non-capital loss carry forwards	$	-	$	-
Valuation allowance		-		-
Net deferred tax asset	$	-	$	-

	Year ended December 31, 2009	Year ended December 31, 2008
Federal income tax provision at statutory rate	(35.00)%	(35.00)%
State income tax provision at statutory rate, net of federal income tax effect	(0.00)	(0.00)
Total income tax provision rate	(35.00)%	(35.00)%

NOTE 9 - ~~INCOME~~SUPPLEMENTARY ~~TAXES (continued)~~CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES

The actual income tax provisions differ from the expected amounts calculated by applying the federal income tax statutory rate to the Company’s loss before income taxes. The components of these differences are as follows:


	Year ended December 31,		For the period from February 19, 1999 (inception) to
	2010	2009	December 31 ,2010
Cash paid during the period for:
Interest	$ -	$ -	$ -

Income taxes	$ -	$ -	$ -

Shares issued for other intangible assets	$ -	$ -	$ 960,000

Shares issued for debt settlement	$ 505,890	$ 192,300	$ 1,1309,479

	Year ended December 31, 2008	Year ended December 31, 2007
Loss before income taxes	$ (568,263)	$ (668,639)
Corporate tax rate	35.00%	35.00%
Expected tax expense (recovery)	(198,892)	(234,024)
Non-deductable stock based compensation	19,350	4,875
Unrecognized loss carry forward and other	179,542	229,149
Income tax provision	$ -	$ -


Shares issued for deferred compensation	$ 80,000	$ 240,000	$ 320,000

~~-27-~~During the year ending December 31, 2010:

The Company’s ~~tax-effected~~issued ~~deferred~~200,000 ~~income~~restricted ~~tax~~common ~~assets~~shares ~~and~~with ~~liabilities~~a ~~are~~fair ~~estimated~~value asof ~~follows:~~$14,000 to a consultant for his current services.

		2009		2008
Non-capital loss carry forwards	$	-	$	-
Valuation allowance		-		-
Net deferred tax asset	$	-	$	-

The Company issued 12,882,500 shares under the Company’s 2010 & 2009 Employee Stock Option Incentive Plans with a value of $301,950 for satisfaction of debt to related parties and $100,250 for certain other management and consulting services.

~~NOTE~~The ~~10-~~Company ~~SUPPLEMENTARY~~issued ~~CASH~~1,500,000 ~~FLOW~~restricted ~~INFORMATION~~common ~~AND~~shares ~~NON-CASH~~with ~~INVESTING~~a ~~AND FINANCING~~fair ~~ACTIVITIES~~value of $60,000 pursuant to deferred compensation agreements and on December 31, 2010, the Company issued 1,000,000 restricted common shares with a fair value of $20,000 pursuant to deferred compensation agreements.

	Year ended December 31,		For the period from February 19, 1999 (inception) to
	2009	2008	December 31 ,2009
Cash paid during the period for:
Interest	$ -	$ -	$ -
Income taxes	$ -	$ -	$ -
Shares issued for other intangible assets	$ -	$ 960,000	$ 960,000
Shares issued for debt settlement	$ 192,300	$ 189,541	$ 803,589
Shares issued for deferred compensastion	$ 240,000	$ -	$ 240,000

The Company issued 2,627,440 restricted common shares to settle a debt in the amount of $131,372 to Golden Spirit Enterprises Ltd. and issued 1,451,360 restricted common shares to settle a debt in the amount of $72,568 to Organa Gardens International Inc., both these companies having directors in common.

During the year ending December 31, 2009 ~~the Company issued~~:

The Company issued 400,000 restricted common shares with a fair value of $240,000 pursuant to deferred compensation agreements.

The Company issued 13,000 restricted common shares with a fair value of $7,930 in exchange for services.

The Company issued 15,000 restricted common shares with a fair value of $1,950 in exchange for services.

The Company issued 1,375,000 common shares with a value of $192,300 for satisfaction of debt to related parties and 345,000 shares for cash proceeds of $51,300.

~~During~~NOTE ~~the~~10 ~~year~~– ~~ending~~COMMITMENTS ~~December~~AND ~~31, 2008 the Company issued:~~CONTINGENCIES

~~The~~As ~~Company~~of ~~issued~~August 301,~~000~~ ~~restricted~~2010, ~~common~~the ~~shares~~Company ~~valued~~has leased 1250 sq. ft of office space from Holm Investments Ltd. at $2,500 19per month for a period of 3 years. As of October 15,~~250~~ to2008, ~~two~~the ~~Directors~~Company has leased it wine store in Tianjin for a period of 10 years (renewable for an additional 5 years), at $1,225 per month. See table below for Tianjin lease schedule.

The Company issued 379,083 restricted common shares valued at $ 338,840 to settle debt.


Tianjin Store	2010	2011	2012	2013	2014	TOTAL
Lease rental	$14,700	$14,700	$14,700	$14,700	$14,700	$73,500

~~The~~NOTE ~~Company~~11 ~~issued~~– ~~1,000,000~~SUBSEQUENT ~~restricted~~EVENTS ~~common shares valued at $ 960,000 to acquire a liquor distribution license.~~

~~The~~On ~~Company~~January ~~also~~13, ~~received~~2011, ~~proceeds on~~ the ~~exercise~~Company ofissued ~~162~~45,~~500~~000 ~~stock~~restricted ~~options~~commons ~~totaling~~shares valued at $~~97,500~~900 to two directors for their current services.

~~The~~On January 26, 2011, the Company ~~issued~~filed ~~926~~a Registration Statement on Form S-8 to register 11,000,000 ~~common~~ shares atto abe ~~price~~issued ofpursuant $0to the Company’s 2011 Stock Incentive and Option Plan.50 ~~for~~In ~~proceeds~~2011, ofthe ~~$463~~Company granted and issued 8,425,000 shares $0.02 per share pursuant to athe ~~private~~Company’s ~~placement~~2011 Stock Incentive and Option Plan for settlement of debt to related parties and certain other management and consulting services of $168,500.

-28-

~~NOTE~~ITEM 9. CHANGES 11IN –AND ~~COMMITMENTS~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND ~~CONTINGENCIES~~FINANCIAL DISCLOSURE

AsThere ofhave ~~August~~been 1,no ~~2002,~~disagreements with Legacy Wine & Spirits International Ltd.'s ~~has~~auditors ~~leased~~since ~~1250~~formation ~~sq. ft~~ of office space from Holm Investments Ltd. at $1,000 per month for a period of 3 years and has been renewed for an additional 3 years at $1,100 per month. The current tenancy agreement expired August 1, 2008 and was renewed for 3 additional years at $1,100 per month. Effective September 1, 2008, the ~~Company~~company ~~has~~that ~~also~~require ~~leased~~disclosure anpursuant ~~additional 900 sq. ft office from 1063244 Alberta Ltd. for a $1,100.00 per month on a month~~ to ~~month~~Item ~~basis.~~304 As of ~~October~~Regulation ~~15, 2008, the Company has leased it wine store in Tianjin for a period of 10years (renewable for an additional 5 years), at $1,225 per month~~S-B. ~~See table below for Tianjin lease schedule.~~

Tianjin Store	2009	2010	2011	2012	2013	TOTAL
Lease rental	$14,700	$14,700	$14,700	$14,700	$14,700	$73,500

ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

~~NOTE~~Disclosure 12Controls –and ~~SUBSEQUENT~~Procedures ~~EVENTS REPORTED TO APRIL 8, 2010~~

InWe ~~January,~~maintain ~~2010,~~a system of internal and disclosure controls and procedures designed to ensure that information required to be disclosed by us in the ~~Company~~reports ~~issued~~we ~~200~~file or submit under the Exchange Act,~~000~~ ~~restricted~~is ~~commons~~recorded, ~~shares~~processed, ~~valued~~summarized ~~ant~~and ~~$14~~reported on a timely basis,~~000~~ ~~pursuant~~and that such information is accumulated and communicated to aour ~~consulting~~management, ~~services~~including ~~contract~~our ~~with~~Chief aExecutive ~~non-related~~Officer ~~party~~and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

OnOur ~~February~~management, ~~2010~~under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the ~~Company~~effectiveness ~~filed~~of ~~Registration~~our ~~Statements~~disclosure oncontrols ~~Form~~and Sprocedures (as such term is defined in Rules 13a-815(e) toor 15d-15(e)) ~~register~~under ~~9,000,000~~the toSecurities beExchange ~~issued~~Act ~~pursuant~~of to1934, as amended) as of the ~~Company’s~~end ~~2010~~of ~~Stock~~the ~~Incentive~~period ~~and~~covered ~~Option~~by ~~Plan~~this Annual Report. InBased ~~March,~~on ~~2010,~~such 3evaluation,~~000,000~~ ~~stock~~our ~~options~~Chief ~~were~~Executive ~~granted~~Officer and ~~immediately~~our ~~exercised~~Chief ~~for~~Financial ~~settlement~~Officer they have concluded that, as of ~~debt~~the evaluation date, our disclosure controls and procedures are effective in alerting them on a timely basis to ~~related~~material ~~parties~~information relating to us required to be included in ~~the~~our ~~amount~~reports offiled ~~$90,000~~or submitted under the Exchange Act.

InInternal ~~2010,~~Controls ~~the~~Over ~~Company~~Financial issued 6,195,000 shares at prices between $0.03 - $0.06 per share pursuant to the Company’s 2008, 2009 and 2010 Stock Incentive and Option Plans for settlement of debt to related parties of $214,700.Reporting

~~ITEM~~Our 9management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. ~~CHANGES~~Our INmanagement, ~~AND~~including ~~DISAGREEMENTS~~our ~~WITH~~Chief ~~ACCOUNTANTS~~Executive ONOfficer ~~ACCOUNTING~~and ~~AND~~Chief ~~FINANCIAL~~Financial ~~DISCLOSURE~~Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, during the year ended December 31, 2010, our internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules, as more fully described below. This was due to deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls and that may be considered to be material weaknesses.

~~There~~Management ~~have~~identified ~~been no disagreements with Legacy Wine & Spirits International Ltd.'s auditors since formation of~~ the ~~company~~following ~~that~~material ~~require~~weaknesses ~~disclosure~~in ~~pursuant~~internal tocontrol ~~Item~~over ~~304~~financial ~~of Regulation S-B.~~ reporting:

~~ITEM 9A~~1. ~~CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES~~

~~Disclosure~~The ~~Controls~~Company ~~and~~has ~~Procedures~~limited segregation of duties with respect to its operations in the Peoples Republic of China, which is not consistent with good internal control procedures.

We maintain a system of internal and disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure2.

~~Our~~The ~~management,~~Company ~~under~~does ~~the~~not ~~supervision~~have ~~and~~a ~~with~~written ~~the~~internal ~~participation~~control ofprocedurals ~~our~~manual ~~Chief~~which ~~Executive~~outlines ~~Officer~~the duties and ~~our~~reporting ~~Chief~~requirements ~~Financial~~of ~~Officer, have evaluated~~ the ~~effectiveness~~Directors ~~of our disclosure controls~~ and ~~procedures~~any ~~(as~~staff ~~such~~to ~~term~~be ishired ~~defined~~ in ~~Rules 13a-15(e) or 15d-15(e)) under~~ the ~~Securities~~future. ~~Exchange~~This ~~Act~~lack of ~~1934,~~a aswritten ~~amended)~~internal ascontrol ofprocedurals ~~the~~manual ~~end~~does ofnot meet the ~~period~~requirements ~~covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer they have concluded that, as~~ of the ~~evaluation~~SEC ~~date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to us required to be included in our reports filed~~ or ~~submitted~~good ~~under~~internal ~~the Exchange Act~~controls.

~~-29-~~Management believes that the material weaknesses set forth in items 1 and 2 above did not have an affect on the Company’s financial results.

~~Internal~~The ~~Controls~~Company ~~Over~~and ~~Financial~~its ~~Reporting~~management will endeavor to correct the above noted weaknesses in internal control as it begins to expand its operations in the Peoples Republic of China and once it has adequate funds to do so. Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

~~Our~~Because ~~management~~of isits ~~responsible~~inherent ~~for~~limitations, ~~establishing and maintaining adequate~~ internal control over financial reporting asmay ~~defined~~not inprevent ~~Rules~~or ~~13a-15(f)~~detect ~~and 15d-15(f) under the Exchange Act~~misstatements. ~~Our management~~Also, ~~including~~projections ~~our~~of ~~Chief~~any ~~Executive Officer and Chief Financial Officer, conducted an~~ evaluation of ~~the~~ effectiveness ofto ~~our~~future ~~internal~~periods ~~control~~are ~~over~~subject ~~financial~~to ~~reporting based on criteria established in~~ the ~~framework~~risks ~~in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded~~ that ~~our~~controls ~~internal~~may ~~control~~become ~~over~~inadequate ~~financial~~because ~~reporting was effective as~~ of ~~December 31, 2009. Further, this evaluation did not identify any significant~~ changes toin ~~our internal control over financial reporting that have materially affected~~conditions, or ~~are~~that ~~reasonably~~the ~~likely~~degree toof ~~materially~~compliance ~~affect,~~with the ~~Company’s~~policies ~~internal~~or ~~control~~procedures ~~over~~may ~~financial reporting~~deteriorate.

~~Because~~This ofAnnual ~~its~~Report ~~inherent~~does ~~limitations,~~not ~~internal~~include ~~control~~an ~~over~~attestation ~~financial~~report ~~reporting~~of ~~may~~our ~~not~~registered ~~prevent~~public oraccounting ~~detect~~firm ~~misstatements.~~regarding ~~Also,~~internal ~~projections~~control ofover ~~any~~financial ~~evaluation~~reporting. ofManagement’s ~~effectiveness~~report towas ~~future~~not ~~periods are~~ subject to ~~the~~attestation ~~risks~~by ~~that~~our ~~controls~~registered ~~may~~public ~~become~~accounting ~~inadequate~~firm ~~because~~pursuant ofto ~~changes~~temporary inrules ~~conditions,~~of orthe SEC that ~~the~~permit ~~degree~~us ofto ~~compliance~~provide ~~with~~only ~~the~~management’s ~~policies~~report orin ~~procedures~~this ~~may~~Annual ~~deteriorate~~Report.

~~This~~Changes ~~Annual~~In ~~Report~~Internal does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.Controls

~~Changes~~No Inchanges ~~Internal~~in ~~Controls~~ the Company's internal controls over financial reporting occurred during the year ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

No changes in the Company's internal controls over financial reporting occurred during the year ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.29

Code of Ethics

We intend to adopt a code of ethics in ~~2010~~2011 that applies to our principle executive officer, principal financial officer, principle accounting officer or controller, other persons performing similar functions. We intend to post the text of our code of ethics on our website in connection with our "Investor Relations" materials. In addition, we intend to promptly disclose (1) the nature of any amendment to our code of ethics that applies to our principle executive officer principal financial officer, principle accounting officer or controller, other persons performing similar functions (2) the nature of any wavier, including an implicit wavier, from a provision of our code of ethics that is granted to one of these specific officers, the name of such person who is granted the waiver and the date of the waiver on our web site in the future.

We do not currently have a code of ethics as this is a new regulatory requirement and we are examining the various form and contents of other companies written code of ethics, discussing the merits and meaning of a code of ethics to determine the best form for our Company.

~~-30-~~ ITEM 9B. OTHER INFORMATION

~~ITEM~~Not 9Bapplicable. ~~OTHER INFORMATION~~

~~Not~~PART ~~applicable.~~III

~~PART~~ITEM 10. DIRECTORS, ~~III~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~ITEM~~Executive 10Officers and Directors. ~~DIRECTORS~~We are dependent on the efforts and abilities of certain of our senior management. The interruption of the services of key management could have a material adverse effect on our operations, ~~EXECUTIVE~~profits ~~OFFICERS~~and ~~AND~~future ~~CORPORATE~~development, ~~GOVERNANCE~~if suitable replacements are not promptly obtained. We anticipate that we will enter into employment agreements with each of our key executives; however, no assurance can be given that each executive will remain with us during or after the term of his or her employment agreement. In addition, our success depends, in part, upon our ability to attract and retain other talented personnel. Although we believe that our relations with our personnel are good and that we will continue to be successful in attracting and retaining qualified personnel, there can be no assurance that we will be able to continue to do so. Our officers and directors will hold office until their resignation or removal.

1.Our ~~Officers~~directors and ~~Directors~~principal ofexecutive officers are as specified on the ~~Company.~~following table:

~~DATE~~Name OFand ~~APPOINTMENT~~Address

~~NAME~~ Age

~~AGE POSITION~~ Position

TODate ~~BOARD~~of OFAppointment ~~DIRECTORS~~

- ------------------------------------------------------------------------------------------------------------------ ---------

~~Christopher~~Jaclyn ~~Scheive~~Cruz 47

~~President & Director & CEO~~ 35

~~November~~President ~~18,~~& ~~2008~~Director & CEO

~~Jaclyn~~November ~~Cruz~~ 18, 2008

29Matt Kelly

~~Secretary, Treasurer~~ 35

~~August 18~~Secretary, ~~2008~~Treasurer

&December ~~Director~~20, ~~& CFO~~ 2010

~~The~~& ~~chart above specifies Legacy Wine~~ Director & ~~Spirits~~CFO ~~International Ltd. current officers and directors.~~

The chart above specifies Legacy Wine & Spirits International Ltd.’s current officers and directors. All directors of the Company hold office until the next annual meeting or until their successors have been elected and qualified. All officers serve at the discretion of the Board of Directors. There are no familial relationships between our officers and directors.

~~Christopher~~Section ~~Scheive~~16(a) isBeneficial Ownership Reporting Compliance. Not all of our officers, directors, and principal shareholders have filed all reports required to be filed by those persons on, respectively, a ~~business~~Form ~~entrepreneur~~3 ~~based~~(Initial inStatement ~~Quebec~~of Beneficial Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of Securities).

~~Jaclyn Cruz is a notary public based in New York~~30

~~-31-~~ITEM 11. EXECUTIVE COMPENSATION

~~Section~~SUMMARY ~~16(a)~~COMPENSATION Beneficial Ownership Reporting Compliance. We believe that our officers, directors, and principal shareholders have not filed all reports required to be filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of Securities). TABLE

ITEM 11. EXECUTIVE COMPENSATION



Name and Principal Position	Year	Salary (US$)	Bonus (US$)	Stock Awards (US$)	Option Awards (US$)	Non-Equity Incentive Plan Compensation (US$)	Nonqualified Deferred Compensation Earnings (US$)	All Other Compensation (US$)	Total (US$)
Jaclyn Cruz President	2008	3,500	0	2,550	0	0	0	0	0
	2009	2,191	0	0	0	0	0	0	0
	2010	500	0	0	0	0	0	0	0

Matt
Kelly
Director	2010	0	0	0	0	0	0	0	0

~~Name~~On December 20, 2010, the Registrant accepted the resignation of ~~Individual~~Christopher ~~or Capacities~~Scheive as Secretary, Treasurer, Director and Chief Financial Officer of the Registrant. Prior to his resignation, Mr. Scheive received a salary only of $2,642 in ~~which~~ 2010. (2009 - $7,000; 2008 - $1,000). In 2008, Mr. Scheive received a stock award valued at $16,250. No stock awards were received by Mr. Scheive in 2009 or 2010.

~~Aggregate~~We ~~Remuneration~~have no employment agreements with any of our director and sole officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. There is no assurance that we will ever generate revenues from our operations. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

~~Identity~~Stock-based ofCompensation. ~~Group Remuneration~~During the year ended December 31, 2010, $Nil (2009-$19,350) in stock-based compensation was ~~received~~ recorded in our financial statements. Stock-based compensation is an estimate of the intrinsic value placed in respect to stock options granted to officers, directors, employees and an estimate of the fair value of stock options granted to consultants using the Black-Scholes option pricing model. We do not expect further stock-based compensation in 2011.

~~For~~In ~~2009~~the instance that incentive stock options are granted and immediately exercised to satisfy debts to related parties, the Company, accordingly, records no further compensation expense.

~~For 2008~~ 31

~~------------------------------ -----------------------------------------~~ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~--------------------------------------~~The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2010, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

~~Christopher~~Name ~~Scheive~~of

~~Director,~~Amount ~~President~~ & Nature of

~~$ 7,000~~ Percent of Class

$Title ~~1,000~~ of Class

~~Jaclyn~~Beneficial ~~Cruz~~Owner

~~Director~~Beneficial ~~, Sec.,Treas. $~~Owner ~~2,190~~

$ Common ~~3,500~~ Stock

~~Compensation of Directors. Currently, Mr.Scheive and Ms. Cruz, Directors of Legacy Wine & Spirits International Ltd. and are paid on an occasional basis.~~ --------------------------------------------------------------------------------------------------------------------------------------------

~~Stock~~Jaclyn ~~Based Compensation~~Cruz

~~During the year ended December 31, 2009, $19,350 (2008-$4,875) in stock based compensation was recorded in our financial statements~~P. Stock-based compensation is an estimate of the intrinsic value placed in respect to stock options granted to officers, directors, employees and an estimate of the fair value of stock options granted to consultantsO. ~~The~~Box Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. We do expect further stock-based compensation in 2010.63

~~In the instance that incentive stock options are granted and immediately exercised to satisfy debts to related parties~~ 5, ~~the Company, accordingly, records no further compensation expense.~~000

~~ITEM 12~~0. ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~0001%

~~The following table sets forth information as of December 31, 2009, with respect to the ownership of the Legacy Wine & Spirits International Ltd~~President/.'s common stock by each person known by Legacy Wine & Spirits International Ltd. to be the beneficial owner of more than five percent (5%) of Legacy Wine & Spirits International Ltd.'s common stock, by each director and officer and by all officers and directors as a group.Director/CEO

~~Name~~Farmingville, of New York

~~Address of~~ 11738

~~Amount~~Matt ofKelly ~~Shares % of Outstanding~~

~~Beneficial~~ 123 ~~Holder~~ Van Horne Avenue

~~Beneficial Holder~~ -

~~Beneficially Owned~~ 0.00%

~~Common~~Secretary ~~Stock~~/Director /CFO

-Holbrook, ~~------------------------------------------------------------------------------------------------------------------------------------------~~New York

~~Cede & Co.~~11741

~~The~~All ~~Depository~~directors ~~Trust~~and CoOfficers as a group

175,~~102,983 (1)~~000

750.20 0001%

POSecurity ~~Box~~Ownership ~~222~~by ~~Bowling~~Management. As ~~Green~~above, ~~St’n~~at December 31, 2010, our directors, Jaclyn Cruz owned 5,000 shares and Matt Kelly owned Nil shares for and aggregate total of 5,000 shares or 0.0001% of the common stock outstanding.

~~New~~Changes ~~York,~~in NYControl. Our ~~10272~~management is not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.

~~Christopher Scheive~~32

~~400 Blvd~~ITEM 13. CERTAIN ~~Thomas~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the year ended December 31, 2010, the Company incurred expenses for consulting fees of $220,000 (2009 - $115,000) to companies controlled by a significant shareholder and $3,142 (2008 - $9,189) for directors fees.

0During the year ended December 31, 2010, the Company incurred expenses for services of $119,584 (2009 - $120,000) to three companies controlled by a significant shareholders and one consultant pursuant to service contracts.00

~~President~~During ~~/Director~~year ~~/CEO~~ ended December 31, 2010, the Company incurred expenses for rent of $26,694 (2009 - $27,612) to a Company controlled by a significant shareholder.

~~Unit~~The ~~400~~following ~~Lachute,~~amounts ~~Quebec,~~are due to related parties:

J8H 1V7


	December 31, 2010	December 31, 2009

Organa Gardens International Inc.	$ -	$ 131,372
Golden Spirit Enterprises Ltd.	-	72,691
Significant shareholders	39,612	9,149

	$ 39,612	$ 213,212

~~Jaclyn~~All ~~Cruz~~related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts owed to the above related parties are unsecured, non-interest bearing and have no specific terms of repayment.

PITEM 14.O. PRINCIPAL ~~Box~~ACCOUNTING 63FEES AND SERVICES

~~5,000 0~~1.~~0002%~~ Audit Fees: Aggregate fees billed for each of the last two (2) fiscal years for professional services rendered by the principal accountant for the audit of the annual financial statements and review of financial statements included on Form 10-Q:

~~Sec~~2010: $35,~~Treas/.Director/CFO~~000

~~Farmingville,~~2009: ~~New York~~$36,000

~~11738~~2. Audit-Related Fees: Aggregate fees billed in each of the last two (2) fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported previously. These services include the review of certain registration statements and certain comment letters from the US SEC.

~~All~~2010: ~~directors and Officers as a group~~ $4,000

52009: $1,000

03.~~0002%~~ Tax Fees: Aggregate fees billed in each of the last two (2) fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

~~(1)~~2010: ~~The beneficial owners of these shares are not known to Legacy Wine & Spirits International Ltd.~~$0

~~Beneficial~~2009: ~~ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.~~ $0

~~-32-~~4. All Other Fees: Aggregate fees billed in each of the last two (2) fiscal years for products and services provided by the principal accountant, other than the services previously reported.

~~Changes~~2010: ~~in Control. Our management is not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.~~$0

~~ITEM~~2009: ~~13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~$0

During the year ended December 31, 2009, the Company incurred expenses for consulting fees of $115,000 (2008 - $20,000) to a Company controlled by a significant shareholder and $9,189 (2008 - $23,781) for directors fees. 33

~~During~~5. ~~the~~Audit ~~year~~Committee ~~ended~~Pre-Approval ~~December~~Procedures. ~~31,~~The ~~2009,~~Board ~~the~~of ~~Company~~Directors ~~incurred~~has ~~expenses for services of $120~~not,~~000~~ ~~(2008 - $Nil)~~ to ~~two~~date, ~~companies~~appointed ~~controlled~~an byAudit ~~a significant shareholders pursuant to service contracts~~Committee.

~~During~~PART ~~year~~IV ~~ended December 31, 2009, the Company incurred expenses for rent of $27,612 (2008 - $12,000) to a Company controlled by a significant shareholder.~~

~~The~~ITEM 15. EXHIBITS ~~following~~AND ~~amounts~~FINANCIAL ~~are~~STATEMENT ~~due~~SCHEDULES ~~to related parties:~~

	December 31, 2009	December 31, 2008
Organa Gardens International Inc.	$ 131,372	$ 116,631
Golden Spirit Enterprises Ltd.	72,691	31,331
Significant shareholders	9,149	20,003
	$ 213,212	$ 167,965

Exhibit 31.1 - Section 906 Certification of Periodic Report of the Chief

~~All~~ Executive ~~related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties~~Officer. ~~All amounts owed to the above related parties are unsecured, non-interest bearing and have no specific terms of repayment.~~

~~ITEM~~Exhibit 1431.2 ~~PRINCIPAL~~- ~~ACCOUNTING~~Section ~~FEES~~906 ~~AND~~Certification ~~SERVICES~~of Periodic Report of the Chief

1. Financial Audit Fees: Aggregate fees billed for each of the last two (2) fiscal years for professional services rendered by the principal accountant for the audit of the annual financial statements and review of financial statements included on Form 10-Q: Officer.

~~2009:~~Exhibit ~~$36,000~~32.1 - Section 302 Certification of Periodic Report of the Chief

~~2008:~~ Executive ~~$30,000~~Officer.

Exhibit 32.1 -~~33-~~ Section 302 Certification of Periodic Report of the Chief

2. Financial Audit-Related Fees: Aggregate fees billed in each of the last two (2) fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported previouslyOfficer. ~~These services include the review of certain registration statements.~~

~~2009:~~b) ~~$1,000~~Form 8-K

~~2008:~~Form ~~$800~~8-K filed December 22, 2010 with respect to shares for debt settlement agreements, directorship changes and a change in corporate address.

3.SIGNATURES ~~Tax Fees: Aggregate fees billed in each of the last two (2) fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.~~

~~2008:~~In $0accordance with Section 13 or 15(d) of the Exchange Act, the registrant

~~2007:~~caused $0this amended report to be signed on its behalf by the undersigned,

4.thereunto ~~All~~duly ~~Other~~authorized, ~~Fees:~~on ~~Aggregate~~April ~~fees billed in each of the last two (2) fiscal years for products and services provided by the principal accountant~~15, ~~other than the services previously reported.~~2011

~~2009:~~Legacy $0Wine & Spirits International Ltd.

~~2008:~~a $0Delaware corporation

~~5. Audit Committee Pre-Approval Procedures. The Board of Directors has not, to date, appointed an Audit Committee.~~ By:

~~PART~~/s/: IVJaclyn Cruz

~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~-----------------------

~~Exhibit~~Jaclyn ~~31.1 - Section 906 Certification of Periodic Report of the Chief Executive Officer.~~Cruz

~~Exhibit 31.2 - Section 906 Certification of Periodic Report of the Chief Financial Officer.~~Its:

~~Exhibit~~Director ~~32.1~~and ~~- Section 302 Certification of Periodic Report of the Chief Executive Officer.~~President

~~Exhibit~~In ~~32.1~~accordance -with ~~Section~~the ~~302~~Exchange ~~Certification~~Act, ofthis ~~Periodic~~amended ~~Report~~report ofhas ~~the~~been ~~Chief Financial~~signed ~~Officer.~~below

b)by ~~Form~~the ~~8-K~~following persons on behalf of the registrant and in the capacities and

~~None~~on the dates indicated.

~~-34-~~ /s/: Jaclyn Cruz

~~SIGNATURES~~------------------------------------

InDate: ~~accordance~~April ~~with Section 13 or~~ 15~~(d) of the Exchange Act~~, ~~the registrant caused this amended report to be signed on its behalf by the undersigned,thereunto duly authorized, on April 12, 2010~~2011

~~Legacy~~Jaclyn ~~Wine & Spirits International Ltd.~~Cruz

aPresident ~~Delaware~~and ~~corporation~~a Director

By: /s/ Matt Kelly

~~/s/:Chirstopher~~------------------------------------- ~~Scheive~~

~~Christopher~~Date: ~~Scheive~~April 15, 2011

~~Its:~~Matt Kelly, Director,

~~Director~~Secretary ~~and~~& ~~President~~Treasurer

~~In accordance with the Exchange Act, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and~~34

on the dates indicated.

/s/: Christopher Scheive

------------------------------------

Date: April 12, 2010

Christopher Scheive

President and a Director

By: /s/ Jaclyn Cruz

-------------------------------------

Date: April 12, 2009

Jaclyn Cruz, Director, Secretary & Treasurer

By: /s/ Jaclyn Cruz

-35-

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