UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------

                                    FORM 10Q
                                -----------------
(Mark One)

 [ X ]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2011

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
            ACT

            For the transition period from __________ to ___________

                        Commission file number: 000-50294

                        LEGACY TECHNOLOGY HOLDINGS, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                            84-1426725
         --------                                            ----------
(State of Incorporation)                               (IRS Employer ID Number)

                    7609 Ralston Road, Arvada, Colorado 80002
                    -----------------------------------------
                    (Address of principal executive offices)

                                  303-422-8127
                                  ------------
                         (Registrant's Telephone number)

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 past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. 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 for Regulation S-T  (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No []

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.


Large  accelerated  filer [ ] Accelerated  filer [ ]  Non-accelerated  filer [ ]
Smaller reporting company [X]

(Do not check if a smaller reporting company)


<PAGE>



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

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of July 12, 2012,  there were  3,731,772  shares of the  registrant's  common
stock issued and outstanding.




<PAGE>

<TABLE>
<CAPTION>
<S>     <C>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                                  Page
                                                                                                 ----

         Balance Sheets - March 31, 2011 and December 31, 2011 (Audited)                         F-1

         Statements of Operations  -
                  Three months ended March 31, 2011 and 2010 and
                  From May 8, 2008 (Inception) to March 31, 2011                                 F-2

         Statements of Changes in Shareholders' Deficit -
                   From May 8, 2008 (Inception) to March 31, 2011                                F-3-4

         Statements of Cash Flows -
                  Three months ended March 31, 2011 and 2010 and
                  From May 8, 2008 (Inception) to March 31, 2011                                 F-5

         Notes to the Financial Statements                                                       F-6

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                      1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
                  - Not Applicable                                                               3

Item 4. Controls and Procedures                                                                  3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                       5

Item 1A.  Risk Factors -  Not Applicable                                                         5

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                             5
                  -Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable                                        5

Item 4.  Removed and Reserved                                                                    5

Item 5.  Other Information - Not Applicable                                                      5

Item 6.  Exhibits                                                                                5
SIGNATURES                                                                                       6

</TABLE>

<PAGE>




                                                                PART I

ITEM 1. FINANCIAL STATEMENTS


<PAGE>
<TABLE>
<CAPTION>


                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
<S>                                                                                   <C>                  <C>


                                                                                         March 31,           December 31,
                                                                                            2011                 2010
                                                                                        (Unaudited)           (Audited)
                                                                                      -----------------    -----------------

Assets
         Current Assets:
                 Cash                                                                              $ -                  $ -
                                                                                      -----------------    -----------------
         Total Current Assets                                                                        -                    -
                                                                                      -----------------    -----------------
Total Assets                                                                                       $ -                  $ -
                                                                                      =================    =================

Liabilities and Stockholders' Deficit
         Current liabilities
                 Accounts payable                                                            $ 251,898            $ 297,119
                 Accrued expenses                                                              605,134              464,901
                 Advances payable                                                               62,356               62,356
                 Convertible notes payable                                                     661,632              661,632
                                                                                      -----------------    -----------------
         Total Current Liabilities                                                           1,581,020            1,486,008
                                                                                      -----------------    -----------------
Stockholders' Deficit
         Common stock, $0.0001 par value; 100,000,000 shares                                       373                  373
           authorized; 3,731,772   shares issued and outstanding
           at March 31, 2011 and December 31, 2010, respectively
         Additional paid-in capital                                                         (1,163,027)          (1,163,027)
         Deficit accumulated during the development stage                                     (418,366)            (323,354)
                                                                                      -----------------    -----------------
                 Total Stockholders' Deficit                                                (1,581,020)          (1,486,008)
                                                                                      -----------------    -----------------
Total Liabilities and Stockholders' Deficit                                                        $ -                  $ -
                                                                                      =================    =================

See the accompanying notes to these consolidated financial statements.


                                      F-1

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<S>                                        <C>                          <C>


                                            For the Three Months Ended     May 8, 2008
                                                   March 31,             (Inception) to
                                               2011         2010         March 31, 2011
                                           ---------------------------  ------------------
Revenue:
       Sales                                        $ -           $ -                 $ -
                                           ---------------------------  ------------------
Operational expenses:
       General and administrative                10,164         5,682             178,552
       Depreciation and amortization                  -             -                   -
                                           ---------------------------  ------------------
             Total operational expenses          10,164         5,682             178,552
                                           ---------------------------  ------------------
Loss from operations                            (10,164)       (5,682)           (178,552)
                                           ---------------------------  ------------------
Other income (expense):
       Gain on debt relief                            -             -              63,481
       Interest expense                         (27,777)      (27,777)           (303,295)
                                           ---------------------------  ------------------

             Total other expense                (27,777)      (27,777)           (239,814)
                                           ---------------------------  ------------------
Net Loss                                      $ (37,941)    $ (33,459)         $ (418,366)
                                           ===========================  ==================
Per share information
Net (loss) per common share
       Basic                                    $ (0.01)            *
       Fully diluted                              (0.01)            *
                                           ---------------------------
Weighted average number of common
       stock outstanding                      3,731,772     3,731,772
                                           ---------------------------
* Less than $(0.01) per share.

See the accompanying notes to these consolidated financial statements.

                                      F-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
<S>                                                    <C>                   <C>               <C>                 <C>

                                                                                                                    Deficit accum
                                                                                                  Additional            During
                                                         Common Stock                              paid-in           Development
                                                         Number of shares       Amount             Capital              Stage
                                                       ------------------------------------    -----------------   -----------------
Balances at December 31, 2006*                                         -               $ -                  $ -                 $ -
Net income (loss) for the year                                         -                 -                    -                   -
                                                       ------------------    --------------    -----------------   -----------------
Balances at December 31, 2007*                                         -                 -                    -                   -

Issuance of Founders common stock - cash                       4,800,000               480                5,120                   -
Issuance of Founders common stock - services                   4,200,000               420                3,780                   -
Stock issued for Net Liabilities - reverse merger              1,007,003               101           (1,197,555)                  -
Capital contribution - related party                                   -                 -               25,000                   -
Net income (loss) for the year                                         -                 -                    -             (98,782)
                                                       ------------------    --------------    -----------------   -----------------
Balance as of  December 31, 2008*                             10,007,003             1,001           (1,163,655)            (98,782)
                                                       ------------------    --------------    -----------------   -----------------
Cancellation of shares                                        (6,275,231)             (628)                 628                   -
Net income (loss) for the year                                         -                 -                    -            (155,673)
                                                       ------------------    --------------    -----------------   -----------------
Balance as of  December 31, 2009                               3,731,772               373           (1,163,027)           (254,455)
                                                       ------------------    --------------    -----------------   -----------------
Net income (loss) for the year                                         -                 -                    -            (125,970)
                                                       ------------------    --------------    -----------------   -----------------
Balance as of December 31, 2010                                3,731,772               373           (1,163,027)           (380,425)
                                                       ------------------    --------------    -----------------   -----------------
Net income (loss) for the period                                       -                 -                    -             (37,941)
                                                       ------------------    --------------    -----------------   -----------------
Balance as of March 31, 2011                                   3,731,772             $ 373          $(1,163,027)         $ (418,366)
                                                       ==================    ==============    =================   =================

* As restated for reverse merger on July 18, 2008

          See the accompanying notes to these consolidated financial statements.
                                      F-3


</TABLE>


<PAGE>




                LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(continued)


                                                        Totals
                                                     ---------------

Balances at December 31, 2006*                                   $ -
Net income (loss) for the year                                     -
                                                     ----------------
Balances at December 31, 2007*                                     -

Issuance of Founders common stock - cash                       5,600
Issuance of Founders common stock - services                   4,200
Stock issued for Net Liabilities - reverse merger         (1,197,454)
Capital contribution - related party                          25,000
Net income (loss) for the year                               (98,782)
                                                     ----------------
Balance as of  December 31, 2008*                         (1,261,436)
                                                     ----------------
Cancellation of shares                                             -
Net income (loss) for the year                              (155,673)
                                                     ----------------
Balance as of  December 31, 2009                          (1,417,109)
                                                     ----------------
Net income (loss) for the year                              (125,970)
                                                     ----------------
Balance as of December 31, 2010                           (1,543,079)
                                                     ----------------
Net income (loss) for the period                             (37,941)
                                                     ----------------
Balance as of March 31, 2011                            $ (1,581,020)
                                                     ================

* As restated for reverse merger on July 18, 2008

     See the accompanying notes to these consolidated financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<S>                                                                   <C>                <C>                <C>

                                                                                                             May 8, 2008
                                                                         For The Three Months Ended         (Inception) to
                                                                                  March 31,                    March 31,
                                                                           2011               2010               2011
                                                                      ---------------    ---------------    ---------------
Cash Flows from Operating Activities:
         Net Loss                                                          $ (37,941)         $ (33,459)        $ (418,366)

Adjustments to reconcile net loss to net cash used
         in operating  activities from
         continuing operations:
         Gain on debt relief                                                       -                  -            (63,481)
         Compensatory Stock issuance                                               -                  -              4,200
         Changes in operating assets and liabilities:
         Increase in Accounts Payable and Accrued Liabilities                 37,941             33,459            380,192
                                                                      ---------------    ---------------    ---------------
Net Cash Provided (Used) by Operating Activities                                   -                  -            (97,455)
                                                                      ---------------    ---------------    ---------------
Cash Flows from Investing Activities:

Net Cash Provided by Investing Activities                                          -                  -                  -
                                                                      ---------------    ---------------    ---------------
Cash Flows from Financing Activities:
         Capital contribution for related parties                                  -                  -             25,000
         Sale of common stock                                                      -                  -              5,600
         Proceeds from advance payables                                            -                  -             62,356
                                                                      ---------------    ---------------    ---------------
Net Cash Provided (used) by Financing Activities                                   -                  -             92,956
                                                                      ---------------    ---------------    ---------------
Net (Decrease) Increase in Cash                                                    -                  -             (4,499)

Cash and Cash Equivalents - Beginning of Period                                    -                  -              4,499
                                                                      ---------------    ---------------    ---------------
Cash and Cash Equivalents - End of Period                                        $ -                $ -                $ -
                                                                      ===============    ===============    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         Cash paid for interest expense                                          $ -                  -                  -
                                                                      ===============    ===============    ===============
         Cash paid for income taxes                                              $ -                  -                  -
                                                                      ===============    ===============    ===============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
        AND FINANCING ACTIVITIES:
         Common shares issued in reverse merger                                  $ -                $ -       $ (1,197,454)
                                                                      ===============    ===============    ===============

See the accompanying notes to these consolidated financial statements.


                                      F-5
</TABLE>


<PAGE>


                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                        (A Development Stage Enterprises)
                 Notes to the Consolidated Financial Statements
                      For Three Months Ended March 31, 2011
                                   (Unaudited)

NOTE 1.  Business, Basis of Presentation and Significant Accounting Policies:

Business:

Legacy   Technology   Holdings,   Inc.  (the  "Company"   and/or  "Legacy")  was
incorporated in Colorado in January, 1997. The Company was originally named Life
USA,  Inc. On May 20, 2008,  the Company  changed its name to Legacy  Technology
Holdings,  Inc.  by filing an  amendment  to its Article of  Incorporation.  The
Company was organized to engage in any activity or business not in conflict with
the laws of the State of  Colorado  or of the  United  States of  America.  As a
result of the name change, the Company's trading symbol on the  Over-the-Counter
Bulletin Board was changed to "LTHO".

Neuro Nutrition, the Company's wholly owned subsidiary, was incorporated on July
23, 2004 in the State of Colorado, and has been in the development stage since.

World Peace, the Company's wholly owned subsidiary was incorporated in the State
of Colorado on May 8, 2008.

Basis of Presentation:

Development Stage Enterprise

The Company has not earned any significant revenues from its limited operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise"  Among the disclosures  required by are that the
Company's  financial  statements be  identified as those of a development  stage
company,  and that the statements of operation,  stockholders'  equity (deficit)
and cash flows disclose activity since the date of the Company's inception.

Principles of Consolidation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Legacy and its wholly-owned subsidiaries,  Neuro Nutrition, Inc. and
Legacy  Technology  Holdings  (formerly  World  Peace  Technologies,  Inc.)  All
significant  inter-company  balances and  transactions  have been  eliminated in
consolidation.

Significant Accounting Policies:

Cash and Cash Equivalents

The Company  maintains the majority of its cash  accounts at a commercial  bank.
The total cash balance is insured by the Federal Deposit  Insurance  Corporation
("FDIC") up to $100,000 per  commercial  bank. As of March 31, 2011, the Company
had zero  amounts in excess of the FDIC  insured  limits.  For  purposes  of the
statement  of cash  flows,  the  Company  considers  all cash and highly  liquid
investments  with  initial  maturities  of  three  months  or  less  to be  cash
equivalents.

Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affects the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial

                                      F-6
<PAGE>




statements and the reported amounts of revenue and expenses during the reporting
period.  Such  estimates  may be  materially  different  from  actual  financial
results.  Significant  estimates include the recoverability of long-lived assets
and the collectability of accounts receivable.

Revenue Recognition

Revenue  Recognition is recognized  when earned.  Sales revenue is recognized at
the date of shipment to customers when a formal arrangement exists, the price is
fixed  or  determinable,   the  delivery  is  completed,  no  other  significant
obligations  of the Company  exist and  collectability  is  reasonably  assured.
Payments  received before all of the relevant  criteria for revenue  recognition
are satisfied are recorded as unearned revenue.

Net Loss per Share

Basic  net  loss  per  common  share  is  calculated  by  dividing  the net loss
applicable to common shares by the weighted  average number of common and common
equivalent  shares  outstanding  during the period.  For the three  months ended
March 31, 2010,  there were no potential  common  equivalent  shares used in the
calculation of weighted average common shares outstanding as the effect would be
anti-dilutive because of the net loss.

Stock-Based Compensation

The Company adopted the provisions of and accounts for stock-based  compensation
using an estimate of value in accordance  with the fair value method.  Under the
fair value recognition  provisions of this statement,  stock-based  compensation
cost is  measured  at the grant date based on the fair value of the award and is
recognized  as  expense on a  straight-line  basis  over the  requisite  service
period,  which  generally  is  the  vesting  period.  The  Company  elected  the
modified-prospective  method,  under  which  prior  periods  are not revised for
comparative  purposes.  The valuation method applies to new grants and to grants
that were outstanding as of the effective date and are subsequently modified.

Fair Value of Financial Instruments

The  carrying  amount  of  accounts  payable,   accrued  expenses,   convertible
promissory  notes are considered to be  representative  of their respective fair
values because of the short-term nature of these financial instruments.

Other Comprehensive Income

The Company has no material components of other comprehensive  income (loss) and
accordingly, net loss is equal to comprehensive loss in all periods.

Income Taxes

Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year.  Deferred tax assets and  liabilities are recorded for
the estimated future tax effects of temporary  differences between the tax basis
of assets and  liabilities  and  amounts  reported in the  accompanying  balance
sheets,  and for  operating  loss and tax credit carry  forwards.  The change in
deferred  tax assets and  liabilities  for the period  measures the deferred tax
provision  or benefit for the period.  Effects of changes in enacted tax laws on
deferred  tax assets and  liabilities  are  reflected as  adjustment  to the tax
provision or benefit in the period of enactment.


                                      F-7

<PAGE>

Recent Accounting Pronouncements

In July 2010, the Financial  Accounting Standards Board ("FASB") issued Proposed
Accounting   Standard   Update   (Topic  450)  -  Disclosure   of  Certain  Loss
Contingencies.  This amendment would lower the current disclosure  threshold and
broaden the  current  disclosure  requirements  to provide  adequate  and timely
information to assist users in assessing the  likelihood,  potential  magnitude,
and  potential  timing (if known) of future cash outflows  associated  with loss
contingencies.  For public  entities,  the new guidance  would be effective  for
fiscal years ending after  December 15, 2010,  and interim and annual periods in
subsequent  fiscal years. The Company is currently  evaluating the impact of the
future adoption of the Update.

There were various other accounting standards and interpretations issued in 2011
and 2012,  none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.

NOTE 2.   Going Concern:

In the Company's  Annual Report on Form 10-K for the fiscal year ended  December
31,  20089 the  Report of the  Independent  Registered  Public  Accounting  Firm
includes an explanatory  paragraph that  describes  substantial  doubt about the
Company's  ability to  continue  as a going  concern.  The  Company's  unaudited
financial  statements  for the three  months  ended March 31, 2011 and 2010 have
been prepared on a going concern basis,  which  contemplates  the realization of
assets and the settlement of liabilities and commitments in the normal course of
business.  The Company reported a net loss of $37,974 for the three months ended
March 31, 2011, and an accumulated  deficit of $418,366 as of March 31, 2011. At
March 31, 2011, the Company had a working capital deficit of $1,581,020.

The future  success of the Company is likely  dependent on its ability to attain
additional  capital,  or to find an  acquisition  to add  value  to its  present
shareholders  and  ultimately,  upon its  ability  to attain  future  profitable
operations.  There can be no assurance  that the Company will be  successful  in
obtaining  such  financing,  or that it will  attain  positive  cash  flow  from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial  requirements  provide the opportunity for the
Company to continue as a going concern.

NOTE 3.  Notes Payable:

         The Company's  outstanding  non-convertible  notes payable on March 31,
2011 and December 31, 2010 consisted of:

         $ 15,080         Note Payable issued to an investor. Due upon demand.
                          Interest rate is 8%

           10,353         Note payable, issued to vendor.  Due upon demand
          --------
         $ 25,443         Total notes payable outstanding on March 31, 2010 and
           =======        December 31, 2009.

                                      F-8
<PAGE>




NOTE 4.  Convertible Notes Payable:

Convertible  notes payable as of March 31, 2011 and December 31, 2010  consisted
of the following:

         $ 50,000      Note payable 1, convertible into 151,515 shares with
                       conversion feature expiring in May 2008,
                       due September 30, 2006, incurring interest at 25%,
                       attached to the note are 151,515 warrants exercisable
                       at $0.625 per share, which expired in 2008. The note
                       is secured by a subordinated pledge of inventory and
                       accounts receivable.

         $ 25,000      Note payable 2, convertible into 50,000 shares of Neuro
                       Nutrition, Inc. with conversion feature expiring at
                       end 2007, due September 7, 2006, incurring interest
                       at 10%.

         $ 50,000      Note payable 1, convertible into 151,515 shares with
                       conversion feature expiring in May 2008,
                       due September 30, 2006, incurring interest at 25%,
                       attached to the note are 151,515 warrants exercisable
                       at $0.625 per share, which expired in 2008. The note
                       is secured by a subordinated pledge of inventory and
                       accounts receivable.

         $ 75,000      Note payable 4, convertible into 227,273 shares with
                       conversion feature expiring in May 2008,
                       due September 30, 2006, incurring interest at 25%,
                       attached to the note are 227,273 warrants exercisable
                       at $0.625 per share, which expired in 2008. The note
                       is secured by a subordinated pledge of inventory and
                       accounts receivable.

         $ 20,000      Note payable 5, convertible into 40,000 shares of Neuro
                       Nutrition, Inc. anytime at Holder's option, due
                       February 28, 2007, incurring interest at 20%,attached
                       to the note are 40,000 warrants for Neuro Nutrition,
                       Inc. common stock exercisable at $0.65 per share.

         $ 50,000      Note payable 6, convertible into 100,000 shares of
                       Neuro Nutrition, Inc. anytime at Holder's option, due
                       February 28, 2007,  incurring  interest at 20%, attached
                       to the note are 100,000 warrants for Neuro Nutrition,
                       Inc. common stock exercisable at $0.65 per share.

                                      F-9
<PAGE>






          $ 75,000      Note payable 7, convertible into 150,000 shares of
                        Neuro Nutrition, Inc. with conversion feature
                        expiring in May 2008, due May 27, 2006, incurring
                        interest at 10%, attached to the note are 150,000
                        warrants for Neuro  Nutrition, Inc. exercisable  at
                        $0.625 per share,  which expired in 2008.

         $ 50,000      Note payable 8, convertible into 100,000 shares with
                       conversion feature expiring in November 2008, due
                       November 11, 2006, incurring interest at 10%, attached to
                       the note are 200,000  warrants  exercisable at $0.625 per
                       share, which expired in 2008.

         $ 50,000      Note payable 8, convertible into 100,000 shares with
                       conversion feature expiring in November 2008, due
                       November 11, 2006, incurring interest at 10%, attached to
                       the note are 200,000  warrants  exercisable at $0.625 per
                       share, which expired in 2008.

         $  5,000      Note payable 10, convertible into 10,000 shares with
                       conversion feature expiring in November 2008, due
                       November 11, 2006, incurring interest at 10%, attached to
                       the note are 20,000  warrants  exercisable  at $0.625 per
                       share, which expired in 2008.

         $ 50,000      Note payable 11, convertible into 100,000 shares anytime
                       at Holder's option, due December 7, 2006, incurring
                       interest at 10%, attached to the note are 200,000
                       warrants exercisable at $0.625 per share, which
                       expired in 2008.

         $ 25,000      Note payable 12, convertible into 50,000 shares anytime
                       at Holder's option, due February 20, 2007, incurring
                       interest at 10%, attached to the note are 100,000
                       warrants exercisable at $0.75 per share, which
                       expired in 2008.

         $  5,000      Note payable 13, convertible into 10,000 shares anytime
                       at Holder's option, due February 28, 2007, incurring
                       interest at 10%, attached to the note are 20,000
                       warrants exercisable at $0.75 per share, which
                       expired in 2008.

         $ 50,000      Note payable 14, convertible into 125,000 shares
                       anytime at Holder's option, due September 12, 2006,
                       incurring interest at 25%, attached to the note are
                       250,000 warrants exercisable at $0.75 per share,
                       which expired in 2008. This note is secured by
                       inventory and accounts receivable.

                                      F-10


<PAGE>






         $ 50,000      Note payable 15, convertible into 125,000 shares anytime
                       at Holder's option,  due September 12, 2006,
                       incurring  interest  at 25%,  attached to the
                       note  are  250,000  warrants  exercisable  at
                       $0.75 per share,  which expired in 2008. This
                       note is secured by inventory and
                       accounts receivable.
         --------
         $630,000     Total Convertible notes payable. All these notes, with
         ========     the exception of notes 1, 3, 4, 14 and 15 are unsecured.

As of March  31,  2011,  all of the  convertible  notes  described  above are in
default.

NOTE 5.  Stock Options and Warrants:

At March 31, 2011,  the Company had common stock  purchase  warrant  activity as
described below.

Non-employee stock options

The Company's  subsidiary  Neuro  Nutrition,  Inc. at the beginning of 2009, had
140,000 common stock purchase warrants  outstanding,  with each warrant allowing
the holder to purchase  one common share of Neuro  Nutrition,  Inc. The warrants
are to be effectively granted for exercise upon conversion by the warrant holder
of an  accompanying  note payable into common stock,  which said note the holder
can  convert  anytime at his  option.  The  warrant  holder has two years  after
effective grant date to exercise the warrants, at a price of $.625 per share. No
Neuro Nutrition, Inc. warrants were exercised or expired during the three months
ended March 31, 2011, leaving a balance of 140,000 warrants.

Employee stock options

The Company  accounts for employee stock options under ASC 718. Unless otherwise
provided for, the Company covers option  exercises by issuing new shares.  There
were no employee stock options issued or outstanding at March 31, 2011.

NOTE 6 - Taxes:

The Company is subject to foreign and domestic income taxes. The Company has had
no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
(NOL)  carry-forwards.  The NOL carry  forwards  expire in various years through
2029. The Company's deferred tax assets are offset by a valuation  allowance due
to  the  uncertainty  of  the  realization  of  the  NOL   carry-forwards.   NOL
carry-forwards may be further limited by a change in company ownership and other
provisions of the tax laws.

                                      F-11

<PAGE>






The Company's deferred tax assets,  valuation allowance, and change in valuation
allowance are as follows:

                     Estimated NOL
                     Carry-forward     Valuation      Net Tax
   Period Ending        benefit        Allowance      Benefit

 December 31, 2010        76,085       (76,085)           -



                     Estimated NOL
                     Carry-forward     Valuation      Net Tax
   Period Ending        benefit        Allowance      Benefit

  March 31, 2011          83,673      (83,673)            -


NOTE 7 - Legal Proceedings:

In May 2008,  a  complaint  was filed in the  District  Court for the  County of
Boulder, Colorado by product suppliers of the Company (the "Plaintiffs") seeking
collection  of trade  accounts due in the  approximate  amount of $127,000  plus
collection  costs.  Research of the account by Plaintiff's  counsel  effectively
reduced this amount to approximately $64,000, which is included in the Company's
balance sheet liabilities. The case is ongoing at the present time.


                                      F-12

<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2010,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

PLAN OF OPERATIONS

We had we had no revenues  during the three months ended March 31, 2011. We have
minimal capital,  minimal cash, and only our intangible assets consisting of our
business plan,  relationships,  contacts and farmout  mineral  prospect.  We are
illiquid  and need cash  infusions  from  investors or  shareholders  to provide
capital, or loans from any sources.

The Company  entered into an Agreement  and Plan of Merger with LTH  Acquisition
Corporation ("LTH Acquisition"),  a wholly-owned  subsidiary of the Company, and
World Peace Technologies,  Inc. ("World Peace") on June 17, 2008. As part of the
merger, World Peace Technologies,  Inc., a Colorado corporation,  will be merged
with LTH Acquisition and World Peace will be the surviving entity of the merger.
The  Company  closed the World  Peace  Acquisition  on August 1, 2008,  with the
receipt of the audited financial statements of World Peace.

World Peace was involved in the technology development business that specializes
in the development of technologies and products and possible applications to the
military.  In July 2009, the Company  discontinued the operations of World Peace
due to a failure to secure financing and contracts.

The Company has focused its efforts, since July of 2009, has focused its efforts
on the completion of its past due audits and the filing of its financial reports
with the Securities and Exchange  Commission (SEC). After such filings have been
completed  the  Company  intends  to focus its  efforts  on the  development  of
operations  through an acquisition.  At the time of this filing, the Company has
not  identified  any such  acquisitions  or taken any efforts to  identify  such
candidates.

                                       1
<PAGE>




We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in  business  opportunities  presented  to us by persons or firms which
desire to seek the  advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934  Act").  We will not  restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  unlimited
discretion to search for and enter into  potential  business  opportunities.  We
anticipate  that we may be able to  participate  in only one potential  business
venture because of our lack of financial resources.

We will need  substantial  additional  capital to support our proposed  business
acquisitions.  We have no revenues. We have no committed source for any funds as
of date here. No  representation  is made that any funds will be available  when
needed.  In the event funds cannot be raised when needed,  we may not be able to
carry out our business  plan,  may never  achieve sales or royalty  income,  and
could fail in business as a result of these uncertainties.

RESULTS OF OPERATIONS

For the Three  Months  Ended March 31, 2011  Compared to the Three  Months Ended
March 31, 2010

During the three months ended March 31, 2011 and 2010,  we did not recognize any
revenues from our operations.

During  the  three  months  ended  March  31,  2011,  we  incurred  general  and
administrative  expenses of $10,164  compared to $5,682  during the three months
ended  March 31,  2010.  The  increase  of $4,482 was a result of the  Company's
efforts to bring itself current in its Securities and Exchange (SEC) filings.

During the three months ended March 31, 2011, we incurred a net loss of $37,941,
compared to $33,459  during the three months ended March 31, 2009.  The increase
of $4,482 is a result of the  $4,482  increase  in  general  and  administrative
expenses.

LIQUIDITY

We have no cash or other liquid assets at March 31, 2011, and we will be reliant
upon  shareholder  loans or  private  placements  of  equity to fund any kind of
operations.  We have secured no sources of loans or private  placements  at this
time.

During the three  months  ended March 31,  2011,  we did not receive or use cash
from our operational  activities.  During the three months ended March 31, 2011,
we recognized a net loss of $37,941 and did not have any non-cash adjustments to
net losses.

During the three  months  ended March 31,  2010,  we did not receive or use cash
from our operational  activities.  During the three months ended March 31, 2010,
we recognized a net loss of $33,459 and did not have any non-cash adjustments to
net losses.

During the three  months ended March 31, 2011 and 2010 we did not use or receive
any funds from investment activities.

During the three months ended March 31, 2011 and 2010, we did not receive or use
any funds from our financing activities.

                                       2
<PAGE>




Short Term.

On a  short-term  basis,  Legacy  has not  generated  any  revenue  or  revenues
sufficient  to cover  operations.  For  short  term  needs the  Company  will be
dependent on receipt, if any, of offering proceeds.


Capital Resources

The Company has only common stock as its capital resource.

Legacy has no  material  commitments  for capital  expenditures  within the next
year, however if operations are commenced, substantial capital will be needed to
pay for  participation,  investigation,  exploration,  acquisition  and  working
capital.

Need for Additional Financing

Legacy does not have capital sufficient to meet its cash needs. The Company will
have to seek  loans or  equity  placements  to cover  such  cash  needs.  Once a
business acquisition is completed,  the Company's needs for additional financing
is likely to increase substantially.

No  commitments  to provide  additional  funds  have been made by the  Company's
management or other  stockholders.  Accordingly,  there can be no assurance that
any  additional  funds  will be  available  to  Legacy  to allow it to cover the
Company's expenses as they may be incurred.


ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC rules and  forms,  and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the Chief Executive  Officer as appropriate to allow timely  decisions
regarding required disclosure.

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls and  procedures as defined in Exchange Act Rules  13a-14(c) as of March
31, 2010 (the  "Evaluation  Date") concluded that as of the Evaluation Date, the
Company's  disclosure  controls  and  procedures  were  effective to ensure that
material  information  relating  to the  Company  would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time periods specified in the SEC's rules and forms.

                                       3
<PAGE>




MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Legacy's  management is responsible for  establishing  and maintaining  adequate
internal control over financial  reporting for the company in accordance with as
defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. The Company's
internal  control over  financial  reporting  is designed to provide  reasonable
assurance  regarding the reliability of financial  reporting and the preparation
of financial  statements  for external  purposes in  accordance  with  generally
accepted  accounting  principles.  The Company's internal control over financial
reporting includes those policies and procedures that:

(1)      pertain to the  maintenance  of records that,  in reasonable  detail,
         accurately  and fairly  reflect the  transactions and dispositions of
         the Company's assets;

(2)      provide   reasonable   assurance  that  transactions  are  recorded  as
         necessary to permit  preparation of financial  statements in accordance
         with generally accepted accounting  principles,  and that the Company's
         receipts  and  expenditures  are  being  made only in  accordance  with
         authorizations of Legacy's management and directors; and

(3)      provide reasonable  assurance regarding  prevention or timely detection
         of unauthorized acquisition, use or disposition of the Company's assets
         that could have a material effect on Legacy's financial statements.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over financial  reporting is as of March 31, 2011. The Company  believes
that internal control over financial reporting is ineffective,  due to a lack of
accounting  staff.  The  Company  does not have the  financial  ability  to hire
additional accounting staff, at this time.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There was no change in the Company's  internal control over financial  reporting
that  occurred  during  the  fiscal  quarter  ended  March  31,  2011,  that has
materially affected,  or is reasonably likely to materially affect, its internal
control over financial reporting.

                                       4
<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE.

ITEM 1A.  RISK FACTORS

            Not Applicable to Smaller Reporting Companies.

ITEM 2.  CHANGES IN SECURITIES

                NONE.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.


ITEM 4.  REMOVED AND RESERVED

ITEM 5.  OTHER INFORMATION

              NONE.

ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit  31.1  Certification  of  Chief  Executive  Officer  and  Principal
     Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of Principal  Executive and Financial  Officer
     pursuant to Section 906 of the Sarbanes-Oxley Act

                                       5

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                                             LEGACY TECHNOLOGY HOLDINGS, INC.
                                                     (Registrant)



Dated:   July 18, 2012         By: /s/Redgie Green
                                  ----------------
                                      Redgie Green (Principal Executive Officer,
                                      President and Chief Executive Officer)