-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U2waB0bRaV4MF5/qBFrcYF2S9zRwVwpmEcTvJX64dScG8iuQlbtdqqIu/lbhWgZT +q38OtC+sMXmEgn1eE3Dhg== 0001144204-08-049279.txt : 20080822 0001144204-08-049279.hdr.sgml : 20080822 20080822062722 ACCESSION NUMBER: 0001144204-08-049279 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 20080822 DATE AS OF CHANGE: 20080822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGACY HOLDING, INC. CENTRAL INDEX KEY: 0000771617 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 132614435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-09495 FILM NUMBER: 081033272 BUSINESS ADDRESS: STREET 1: 4160 TECHNOLOGY DR. CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 510-651-2312 MAIL ADDRESS: STREET 1: 4160 TECHNOLOGY DR. CITY: FREMONT STATE: CA ZIP: 94538 FORMER COMPANY: FORMER CONFORMED NAME: CST ENTERTAINMENT INC/DE/ DATE OF NAME CHANGE: 19950421 FORMER COMPANY: FORMER CONFORMED NAME: CST ENTERTAINMENT IMAGING INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COLOR SYSTEMS TECHNOLOGY INC/DE DATE OF NAME CHANGE: 19920517 10QSB 1 v124637_10qsb.htm

Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-QSB

x
Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For The Quarterly Period Ended September 30, 1998.

o
Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For The Transition Period From ______________To_________________

Commission File Number 333-31238

LEGACY HOLDINGS, INC. FKA CST ENTERTAINMENT, INC.
(FORMERLY CST ENTERTAINMENT IMAGING, INC.)

(Exact Name Of Registrant As Specified In Its Charter)


DELAWARE
 
13-2614435
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
 
4160 TECHNOLOGY DRIVE, SUITE B
FREMONT, CA 94538
(510) 651-2312

 (Address, Including Zip Code, And Telephone Number, Including
Area Code, Of Registrant's executive offices)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No x

The Registrant has 27,278,340 shares of common stock, par value $0.15 per share, issued and outstanding as of September 30, 1998.
 


TABLE OF CONTENTS

     
Page
Part I
     
       
Item 1.
Financial Statements
   
       
Balance Sheet as of September 30, 1998 (Unaudited)  
1
       
Statements of Operations for the three months ended September 30, 1998 and 1997(Unaudited)  
1
       
Statements of Cash Flows for the three months ended September 30, 1998 and 1997 (Unaudited)  
1
       
Statements of Stockholders Equity for the year Ended June 30, 1998 and the three months ended September 30, 1998 (unaudited)  
2
       
Notes To Financial Statements (Unaudited)  
2
       
Item 2.
Management's Discussion and Analysis
 
3
       
Item 3.
Controls and Procedures
 
3
       
Part II – Other Information
   
       
Item 1.
Legal Proceedings
 
4
       
Item 2.
Change in Securities
 
4
       
Item 3.
Defaults Upon Senior Notes
 
4
       
Item 4.
Submission of Matters to a Vote of Security Holders
 
4
       
Item 5.
Other Information
 
4
       
Item 6.
Exhibits and Reports on Form 8-K
 
4
       
Signatures
 
4



ITEM 1. FINANCIAL STATEMENTS
 

CST ENTERTAINMENT, INC.
BALANCE SHEET (Unaudited)
As of September 30, 1998

ASSETS
     
Current assets
 
$
-
 
Total assets
 
$
-
 
 
     
LIABILITIES AND STOCKHOLDERS' DEFICIT
     
       
Current liabilities
 
$
-
 
Total liabilities
   
-
 
 
     
Stockholders' Deficit:
     
Common stock, par value $0.15; 40,000,000 authorized; issued and outstanding 27,278,340 at September 30, 1998
   
4,091,752
 
Additional paid in capital
   
56,115,740
 
Accumulated deficit
   
(60,207,492
)
Total stockholders' deficit
   
-
 
Total liabilities and stockholders' deficit
 
$
-
 
 

CST ENTERTAINMENT, INC.
STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended September 30, 1998 and 1997

 
 
For the Three Months Ended
 
 
 
September 30,
 
 
 
1998
 
1997
 
Revenue
 
$
-
 
$
-
 
Operating expenses
   
-
   
-
 
Net loss
 
$
-
 
$
-
 
 
         
Weighted average common shares outstanding
         
Basic and fully diluted
   
27,278,340
   
27,278,340
 
 
         
Net income (loss) per share common
 
$
-
 
$
-
 
 

CST ENTERTAINMENT, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended September 30, 1998 and 1997

 
 
For the Three Months Ended
 
 
 
September 30,
 
 
 
1998
 
1997
 
Cash flows from operating activities
 
$
-
 
$
-
 
Cash flows from investing activities
   
-
   
-
 
Cash flows from financing activities
   
-
   
-
 
Net increase (decrease) in cash
   
-
   
-
 
Cash at beginning of year
   
-
   
-
 
Cash at end of year
 
$
-
 
$
-
 
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

1

 

CST ENTERTAINMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
For the Year Ended June 30, 1998 and Three Months Ended September 30, 1998

 
 
 
 
 
 
Additional
 
 
 
Total
 
 
 
Common Stock
 
Paid-In
 
Deficit
 
Stockholders'
 
 
 
Shares
 
Amount
 
Capital
 
Accumulated
 
Equity
 
Balances, June 30, 1997
   
27,278,340
 
$
4,091,752
 
$
56,115,740
 
$
(60,207,492
)
$
-
 
Balances, June 30, 1998
   
27,278,340
 
$
4,091,752
 
$
56,115,740
 
$
(60,207,492
)
$
-
 
Balances, September 30, 1998
   
27,278,340
 
$
4,091,752
 
$
56,115,740
 
$
(60,207,492
)
$
-
 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
 
CST ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements (Unaudited)
For The Three Months Ended September 30, 1998 and 1997
 
NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
To the best of Company's management knowledge, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the Company's financial position at September 30, 1998, the results of operations for the quarter ended September 30, 1998 and 1997 and the cash flows for the quarter ended September 30, 1998 and 1997. Although management of the Company believes that the disclosures in the financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended June 30, 1998, and December 31, 2007.

Summary of Significant Accounting Principles

Net Loss Per Share
Net loss per share is based on the weighted average number of shares of common stock outstanding during each year, exclusive of common share equivalents which, for the years presented, would be anti-dilutive.

Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2


NOTE B – BANKRUPTCY
On January 13, 1997 the Company filed a chapter 7 bankruptcy motion seeking protection from all creditors. As of January 13, 1997 all Company assets and liabilities were put into the bankruptcy estate, a trustee was appointed and Company operations ceased. On May 23, 2001 the bankruptcy terminated. Former management concluded that at December 31, 2005 all undischarged liabilities created as a result of operations in years prior to filing for bankurptcy had terminated due to the running of the statue of limitations. These financial statements, though for a period prior to December 31, 2005, reflect the termination of such liabilities from pre bankruptcy operations.

NOTE C - SUBSEQUENT EVENT
On July 11, 2007, Legacy Systems, Inc. signed a definitive agreement to be merged into CST Entertainment, Inc, (CST). The CST stockholders acquired all of the issued and outstanding common stock of Legacy Systems, Inc. The transaction was accounted for as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree wherein CST Entertainment, Inc. is the acquiree and, Legacy Systems, Inc. is the acquirer. CST Entertainment, Inc. changed its name to Legacy Holdings at the date of merger July 11, 2007. Furthermore, to conform with the fiscal year of its acquirer, Legacy Systems, Inc. the Company changed its fiscal year end from June 30th to December 31st effective December 31, 2005.

Legacy Holdings, Inc, (formerly CST Entertainment, Inc.) is filing Forms 10QSB and 10KSB for all interim and annual periods beginning with the quarter ended December 31, 1996 through December 31, 2005.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

The Company had no operations during the periods presented.

Liquidity and Capital Resources

As a result of filing for chapter 7 bankruptcy protection on January 13, 1997, the Company ceased operations and has written-off all terminated assets and liabilities.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation, under the supervision and participation of our management, including the Company’s President and Chief Financial Officer (who is the principal accounting officer). No weaknesses were noted and both the President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the most recent fiscal quarter covered by this Form 10-QSB.

(b)        Changes in internal controls
 
In accordance with Item 308 (c) of Regulation S-B, there were no changes in the Company’s internal control reporting in connection with the Company’s evaluation of its internal controls that occurred during the most recent fiscal quarter covered by this Form 10-QSB.

3


PART II - OTHER INFORMATION

Item 1.
Legal Proceedings. None.
Item 2.
Change in Securities. None.
Item 3.
Defaults Upon Senior Securities. None.
Item 4.
Submission of Matters to a Vote of Security Holders. None.
Item 5.
Other Information. None.
Item 6
Exhibits

Exhibit Number
 
Title of Document
31.1
 
Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Rule 13a-14
32.1
 
Certification of Chief Executive Officer and Principle Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
LEGACY HOLDINGS, INC.
 
/s/ Robert Matthews
Robert Matthews
Chief Executive Officer and Principle Accounting Officer
 
4

 
EX-31.1 2 v124637_ex31-1.htm
EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Matthews, the Chief Financial Officer and Principle Accounting Officer of Legacy Holdings, Inc. FKA CST Entertainment, Inc. (the “Company” or the “small business issuer”), certify that:

 
1.
I have reviewed this quarterly report on Form 10QSB of the Company for the fiscal quarter ended September 30, 1998;

 
2.
To the best of my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
3.
To the best of my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 
4.
As the small business issuer’s certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(b)
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(c)
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
 

 
 
5.
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
 
/S/ Robert Matthews
Name: Robert Matthews
Title: Chief Executive Officer and Principle Accounting Officer
 
Dated August 21, 2008


EX-32.1 3 v124637_ex32-1.htm
 
EXHIBIT 32.1

CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 15D-14(B) AND
18 U.S.C. SECTION 1350

In connection with the quarterly Report of Legacy Holdings, Inc. FKA CST Entertainment, Inc. (the ”Company”) on Form 10QSB for the period ending September 30, 1998, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Matthews, Chief Executive Officer and Principle Accounting Officer of the Company, certify, to the best of my knowledge, pursuant to Exchange Act Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that:

 
(i)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(ii)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
Dated: August 21, 2008
 
Title: Chief Executive Officer and Principle Accounting Officer
 

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