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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 25, 2013
LEGACY TECHNOLOGY HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-50294 84-1426725
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
7609 Ralston Road, Arvada, CO 80002
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(Address of Principal Executive Offices) (Zip Code)
(303) 422-8127
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Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On April 4, 2013, Legacy Technology Holdings, Inc. ("the Company") entered into
a Plan and Agreement of Reorganization and Share Exchange Agreement ("the
Agreement") with Genomic Integrated Wellness Systems, Inc. ("GIWS") and GIWS's
sole shareholder, Charles Youngren.
The Agreement provides for the Company to issue 22,527,088 shares of its
restricted common stock to be exchanged for 100% of the issued and outstanding
equity of GIWS, making the Company the sole shareholder of GIWS. As a result of
the issuance, the sole shareholder of GIWS, Charles Youngren, will hold 80% of
the issued and outstanding common stock of the Company, post-acquisition.
Closing of the acquisition is contingent upon the delivery of audited financial
statements by GIWS. In addition, at closing, the existing officers of the
Company will resign and new officers will be appointed by GIWS's sole
shareholder. Mr. Youngren will be appointed the Chief Operating Officer and a
director of the Company. In addition, as, the sole shareholder of GIWS, Mr.
Youngren will have the ability to appoint two new directors to the Company's
Board of Directors.
GIWS was incorporated on November 15, 2012 in the state of Colorado, but has
operations in Hawaii. GIWS was formed in order to develop and commercialize a
web-based genomic preventative medicine solution using sophisticated and
proprietary algorithms to analyze data, on individual patient lifestyle factors
such as biometrics, diet, pharmaceuticals, endocrine and blood tests, and
genetic markers. The aggregation of this Patient data in a Data Warehouse will
facilitate analysis via a variety of Machine Learning Algorithms. Discovery of
Genetic Marker patterns, endocrine and blood analysis detected trends, and
associations with individual Patient factors can facilitate customized
Individual Patient Preventative Medicine solutions by health professionals to
mitigate the expression of undesirable Genetic characteristics and to enhance
the expression of desirable Genetic characteristics.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
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10.1 Plan and Agreement of Reorganization and Share Exchange,
dated April 4, 2013
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
LEGACY TECHNOLOGY HOLDINGS, INC.
By: /s/ Redgie Green
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Redgie Green, Chief Executive Officer
Date: June 26, 2013
