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Subsequent Events
12 Months Ended
Jun. 30, 2017
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

 

The Company’s management has evaluated subsequent events up to October 13, 2017, the date the financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined the following significant subsequent event to report:

 

Name Change

 

On September 5, 2017, the Board of Directors of the Company (the “Board”) approved, and recommended to the Majority Stockholders that they approve the Name Change. On September 5, 2017, the Majority Stockholders approved the Action by written consent in lieu of a meeting, in accordance with Nevada law.  

 

The Majority Stockholders authorized amending the Company’s Certificate of Incorporation, as amended, to change the name of the Company from Legacy Ventures International, Inc. to Nexalin Technology, Inc. (the “Name Change”).

 

The Company is in the process of completing legal formalities to amend the Certificate of Incorporation. The name change will take effect from the date these formalities.

 

Changes in Control of Registrant.

 

Effective from July 7, 2017, Randall Letcavage entered into a stock purchase agreement for the acquisition of an aggregate of 286,720 shares of Common Stock of the Company, representing approximately 91% of the issued and outstanding shares of Common Stock of the Company as of such date, from Rehan Saeed, the previous majority shareholder of the Company. The Purchase Agreement was fully executed and delivered, and the transaction consummated as of and at July 7, 2017. Consequently, Mr. Letcavage is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

 

In addition, on the Closing Date, Rehan Saeed resigned his positions as executive officers of the Company. On the Closing date, the Board appointed Randall Letcavage as a director, effective immediately.

  

Entry into a Material Definitive Agreement.

 

Effective September 11, 2017 (the “Closing Date”), Legacy Ventures International, Inc., (the “Company”) entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), dated as of September 1, 2017, by and among the Company, Nexalin Technology, Inc., a Nevada corporation (“Nexalin”) and shareholders of Nexalin holding a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of Nexalin held by the Nexalin Shareholders for units (the “Units”) consisting of an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company and warrants (the “Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company. The warrants are two-year warrants exercisable at the end of one year for exercise prices between $1.50 and $1.75 per share, payable in cash. The warrants are must be promptly exercised, and subject to forfeiture if not so exercised, if the Company’s shares achieve a trading price of $3.00 or more for 30 consecutive days. At the Closing Date, the Company approved the issuance of approximately 15,500,000 shares of common stock to the Nexalin shareholders, together with warrants for the purchase of an additional 15,500,000 shares and reserved approximately 9,500,000 additional shares, together with the related warrants, for the issuance to remaining Nexalin shareholders who are expected to execute and deliver the Share Exchange Agreement, including approximately 1,100,000 shares and related warrants issuable immediately to consultants in connection with the transactions contemplated by the Share Exchange Agreement.

 

As a result of the Share Exchange Agreement and the other transactions contemplated thereunder, Nexalin is now a majority subsidiary of the Company.