LTHO Legacy Technology Holdings Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended September 30, 2008

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

For the transition period from __________ to ___________

Commission file number: 000-50294

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

Formerly Life USA, Inc.
7609 Ralston Road, Arvada, CO 80002

(Former name, former address, and former fiscal year, if changed since last
report)

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 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 [ ] (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). 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 November 18, 2008, there were 10,007,003 shares of the registrant's common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

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

 Consolidated Balance Sheets -September 30, 2008 and
 December 31, 2007 F-1

 Consolidated Statements of Operations -
 Three and Nine months ended September 30, 2008 and 2007 and
 From May 8, 2008(Inception) to September 30, 2008 F-2

 Consolidated Statements of Changes in Shareholders' Deficit -
 September 30, 2008 F-3

 Consolidated Statements of Cash Flows - Nine months ended September 30,
 2008 and 2007 and From May 8, 2008 (Inception) to September
 30, 2008 F-4

 Notes to the Consolidated Financial Statements F-5

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

Item 4. Controls and Procedures 4

Item 4T. Controls and Procedures 5

PART II - OTHER INFORMATION

Item 1. Legal Proceedings -Not Applicable 6

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6

Item 3. Defaults Upon Senior Securities - Not Applicable 6

Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable 6

Item 5. Other Information - Not Applicable 6

Item 6. Exhibits 7

SIGNATURES 8

PART I

ITEM 1. FINANCIAL STATEMENTS

 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
 (Formerly Life USA, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED BALANCE SHEET

 September 30, December 31,
 2008 2007
 ----------------- -----------------
 (Unaudited) (Audited)

Assets
 Current Assets:
 Cash $ 4,140 $ 2,226
 Assets of discontinued operations (Note 3) 1,701 2,158
 ----------------- -----------------
 Total Current Assets 5,841 4,384
 ----------------- -----------------
Total Assets $ 5,841 $ 4,384
 ================= =================

Liabilities and Stockholders' Deficit
 Current liabilities
 Accounts payable and accrued expenses $ 444,430 $ 329,219
 Advances payable 34,000 -
 Notes payable 25,433 25,433
 Convertible notes payable 630,000 630,000
 Liabilities of discontinued operations (Note 3) 131,835 131,835
 ----------------- -----------------
 Total Current Liabilities 1,265,698 1,116,487

Stockholders' Deficit
 Common stock, $0.0001 par value; 100,000,000 shares 1,002 101
 authorized 10,007,003 and 1,007,003 shares issued and
 outstanding at September 30, 2008
 and December 31, 2007, respectively
 Additional paid-in capital (1,107,084) 486,611
 Deficit accumulated during the development stage (153,775) (1,598,815)
 ----------------- -----------------
 Total Stockholders' Deficit (1,259,857) (1,112,103)
 ----------------- -----------------
Total liabilities and stockholders' deficit $ 5,841 $ 4,384
 ================= =================
See the accompanying notes to these consolidated financial statements.

 (1,259,857)

 F-1

 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
 (Formerly Life USA, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENT OF OPERATIONS
 (Unaudited)


 For the Three Months Ended For the Nine Months Ended May 8, 2008
 September 30, September 30, (Inception) to
 2008 2007 2008 2007 September 30, 2008
 ------------- ------------- --------------------------- ------------------
Revenue:
 Sales $ - $ - $ - $ - $ -
 ------------- ------------- --------------------------- ------------------
Operational expenses:
 General and administrative 59,351 - 70,620 33,791 72,432
 Depreciation and amortization - - - - -
 ------------- ------------- --------------------------- ------------------
 Total operational expenses 59,351 - 70,620 33,791 72,432
 ------------- ------------- --------------------------- ------------------
Loss from operations (59,351) - (70,620) (33,791) (72,432)
 ------------- ------------- --------------------------- ------------------
Other income (expense):
 Interest expense (27,159) (27,159) (80,886) (80,591) (80,886)
 ------------- ------------- --------------------------- ------------------
 Total other expense (27,159) (27,159) (80,886) (80,591) (80,886)
 ------------- ------------- --------------------------- ------------------

Discontinued operations, loss from
 operations of subsidiary (457) - (457) (47,471) (457)
 ------------- ------------- --------------------------- ------------------
Net Loss $ (86,967) $ (27,159) $ (151,963) $ (161,853) $ (153,775)
 ============= ============= =========================== ==================
Per share information
Net (loss) per common share
 Basic $ * $ * $ * $ (0.02)
 Fully diluted * * * (0.02)
 ----------------------------------------------------------
Weighted average number of common
 stock outstanding 4,039,612 1,007,003 8,028,981 1,007,003
 ------------- ------------- ---------------------------
 * Less than $(0.01) per share.

See accountants' review report and the accompanying notes to these consolidated
financial statements.

 F-2

 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
 (Formerly Life USA, Inc.)
 (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
 September 30, 2008
 (Unaudited)


 Deficit accum
 Additional During
 Common Stock paid-in Development
 Number of shares Amount Capital Stage Totals
 ------------------------------------ ----------------- ---------------- ----------------
Balance - (Inception) - $ - $ - $ - $ -
 ------------------- -------------- ----------------- ---------------- ----------------
Balance - December 31, 2004 - - - - -
 ------------------- -------------- ----------------- ---------------- ----------------
Recapitalization 78,654 8 (134,188) - (134,180)
Stock issued for tradename 25,000 3 124,997 - 125,000
Stock issued for services 27,500 3 272 - 275
Warrants granted for services - - 64,107 - 64,107
Stock issued for acquisition 777,500 78 7,697 - 7,775
Stock issued for cash 45,400 5 113,495 - 113,500
Forgiveness of debt - - 20,000 - 20,000
Net loss - - - (628,560) (628,560)
 ------------------- -------------- ----------------- ---------------- ----------------
Balance - December 31, 2005 954,054 95 196,380 (628,560) (432,085)
 ------------------- -------------- ----------------- ---------------- ----------------
Stock issued for services 52,000 5 155,995 156,000
Warrants granted for services - - 134,235 134,235
Net loss - - - (759,626) (759,626)
 ------------------- -------------- ----------------- ---------------- ----------------
Balance - December 31, 2006 1,006,054 101 486,610 (1,388,186) (901,475)
 ------------------- -------------- ----------------- ---------------- ----------------
Net loss - - - (210,629) (210,629)
 ------------------- -------------- ----------------- ---------------- ----------------
Balance - December 31, 2007 1,006,054 101 486,610 (1,598,815) (1,112,104)
 ------------------- -------------- ----------------- ---------------- ----------------
Additional Shares issued for
 reverse split 949 1 1 - 2
Shares issued in recapitalization 9,000,000 900 6,903,994 - 6,904,894
Merger accounting - - (8,497,689) 1,597,003 (6,900,686)
Net loss - - - (151,963) (151,963)
 ------------------- -------------- ----------------- ---------------- ----------------
Balance as of September 30, 2008 10,007,003 $ 1,002 $(1,107,084) $ (153,775) $ (1,259,857)
 =================== ============== ================= ================ ================

See the accompanying notes to these consolidated financial statements.

 F-3

 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
 (Formerly Life USA, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (Unaudited)

 May 8, 2008
 For the Nine Months Ended (Inception) to
 September 30, September 30,
 2008 2007 2008
 -------------- -------------- ---------------
Cash Flows from Operating Activities:
 Net Loss $ (151,506) $ (161,853) $ (153,775)

Adjustments to reconcile net loss to net cash used
 in operating activities from continuing operations:
 Loss from discontinued operations 457 47,471 457
 Changes in operating assets and liabilities:
 Decrease (Increase) in Prepaid Expenses - 3,146 -
 Increase in Accounts Payable 115,211 111,276 115,211
 -------------- -------------- ---------------
Net Cash Provided (Used) by Operating Activities
 from continuing operations (35,838) 40 (38,107)
 -------------- -------------- ---------------
Cash Flows from Investing Activities:
 Cash received in recapitalization 29,209 - 29,209
 -------------- -------------- ---------------
Net Cash Provided by Investing Activities
 from continuing operations 29,209 - 29,209
 -------------- -------------- ---------------
Cash Flows from Financing Activities:
 Proceeds from advances payable 9,000 - 9,000
 Proceeds from notes payables - - 647,764
 Proceeds from stock issuance - - 7,775
 -------------- -------------- ---------------
Net Cash Provided (used) by Financing Activities
 from continuing operations 9,000 - 655,539
 -------------- -------------- ---------------
Net Cash used in discontinued operations (457) (11,662) (642,501)

Net (Decrease) Increase in Cash 1,914 (11,622) 4,140

Cash and Cash Equivalents - Beginning of Period 2,226 11,999 -
 -------------- -------------- ---------------
Cash and Cash Equivalents - End of Period $ 4,140 $ 377 $ 4,140
 ============== ============== ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid for interest expense $ - - 2,205
 ============== ============== ===============
 Cash paid for income taxes $ - - -
 ============== ============== ===============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
 AND FINANCING ACTIVITIES:
 Stock warrants granted for services $ - - 2,195,438
 ============== ============== ===============
 Stock issued for services $ - - 156,275
 ============== ============== ===============
 Acquisition of tradename for 250,000 shares common $ - - 125,000
 ============== ============== ===============
 Note payable assumed in reverse takeover $ - - 15,080
 ============== ============== ===============

See the accompanying notes to these consolidated financial statements.

 F-4

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
(Formerly Life USA, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements For the Nine Months Ended September 30, 2008

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

Business:

Legacy Technology Holdings, Inc. (the "Company") 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. In January 2007, the Company ceased the operations of Neuro (See Note 3).

On May 20, 2008, in addition to the changing the name of the Company, the Company instituted a reverse split of its issued and outstanding common stock on a 1 for 10 basis. After the reverse split, the Company had 1,007,003 shares of its common stock issued and outstanding. All references to shares in the three and the nine months ended September 30, 2008 and in prior periods have been adjusted to reflect the post-reverse split amounts.

World Peace Technologies, Inc.

On June 17, 2008, the Company entered into an Agreement and Plan of Merger by and between the Company, LTH Acquisition Corporation ("LTH Acquisition"), a wholly-owned subsidiary of the Company, and World Peace Technologies, Inc. ("World Peace"). 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 Agreement was slightly modified on July 28, 2008, to correct minor technical issues and on August 1, 2008, the Agreement and Plan of Merger was executed and completed.

World Peace Technologies, Inc. ("World Peace") was incorporated on May 8, 2008, in the state of Colorado. World Peace is a technology development business that specializes in the development of technologies and products with possible applications to the military.

As part of the amended Agreement and Plan of Merger, the Company has issued 9,000,000 shares of its restricted common stock to the shareholders of World Peace, in exchange for all of the issued and outstanding shares of World Peace (9,000,000 shares). World Peace will be operated as a wholly owned subsidiary.

In accordance with accounting procedures for reverse merger acquisitions, World Peace has been determined to be the surviving entity of the transaction. Due to the limited assets of both companies the excess purchase price was debited to additional paid capital in the consolidation. Therefore, stockholders' deficit in the consolidation has been adjusted for this transaction as a recapitalization.

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
(Formerly Life USA, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements For the Nine Months Ended September 30, 2008

In the opinion of the management of the Company, the accompanying unaudited consolidated financial statements include all normal adjustments considered necessary to present fairly the financial position and operating results of the Company for the periods presented. The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007. It is management's opinion that when the interim financial statements are read in conjunction with the December 31, 2007 Annual Report on Form 10-KSB, the disclosures are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results for a full year or any future period.

Basis of Presentation:

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" as set forth is Statement of Financial Accounting Standard No. 7 ("SFAS No. 7"). Among the disclosures required by SFAS No. 7 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.

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 September 30, 2008, 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 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. The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. 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.

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
(Formerly Life USA, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements For the Nine Months Ended September 30, 2008

Net Loss per Share

Net loss per share is calculated in accordance with the SFAS No. 128, "Earnings per Share". SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB No. 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as, if funds obtained thereby were used to purchase common stock at the average market price during the period.

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.

Recent Accounting Pronouncements:

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurement where the FASB has previously determined that under those pronouncements fair value is the appropriate measurement. This statement does not require any new fair value measurements but may require companies to change current practice. This statement is effective for those fiscal years beginning after November 15, 2007 and to the interim periods within those fiscal years. We believe that SFAS No. 157 should not have a material impact on our financial position or results of operations

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to choose to measure, on an item-by-item basis, specified financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at each reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, the provisions of which are required to be applied prospectively. We believe that SFAS 159 should not have a material impact on our financial position or results of operations

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
(Formerly Life USA, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements For the Nine Months Ended September 30, 2008

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations, or SFAS No. 141R. SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the

accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. We are still assessing the impact of this pronouncement.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160". SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. We believe that SFAS 160 should not have a material impact on our financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 requires additional disclosure related to derivatives instruments and hedging activities. The provisions of SFAS No. 161 are effective as of January 1, 2008 and the Company is currently evaluating the impact of adoption.

NOTE 2. Going Concern:

In the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, 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 interim financial statements for the three months ended March 31, 2008 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 $151,693 for the nine months ended September 30, 2008 ($86,967 for the three months ended September 30, 2008), and an accumulated deficit of $153,775 as of September 30, 2008. At September 30, 2008, the Company had a working capital deficit of $1,259,857.

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. Discontinued Operations:

In January 2007, management of the Company ceased the operations of its wholly-owned subsidiary, Neuro. As part of the cessation of Neuro, the Company liquidated the inventory held by Neuro.

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
(Formerly Life USA, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements For the Nine Months Ended September 30, 2008

At September 30, 2008, Neuro's remaining asset is cash of $1,701, and its liabilities consist of accounts payable of $125,636 and a note payable of $6,199 (excluding intercompany payables of approximately $750,106).

Neuro's revenues for the nine months ended September 30, 2008 and 2007 reported in discontinued operations were $0 and $12,716, respectively ($0 for the three months ended September 30, 2008 and 2007). Neuro recorded a net loss for the nine months ended September 30, 2008 and 2007 of $457 and $47,471, respectively ($457 and $0 for the three months ended September 30, 208 and 2007).

NOTE 4. Notes Payable:

The Company's outstanding notes payable on September 30, 2008 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 September 30,
 ======== 2008.

NOTE 5. Convertible Notes Payable:

Convertible notes payable as of September 30, 2008, consisted of the following:

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

$ 25,000 Note payable 2, convertible into 50,000 shares,
 due September 7, 2006, incurring interest at 10%. Note
 holder has verbally agreed to extend the note.

$ 50,000 Note payable 3, convertible into 151,515 shares, due
 September 30, 2006, incurring interest at 25%.
 The note is secured by a subordinated pledge of
 Inventory and accounts receivable.

$ 75,000 Note payable 4, convertible into 227,273 shares,
 due September 30, 2006, incurring interest at 25%,
 attached to the note are 227,273 warrants exercisable
 at $0.625 per share. The note is secured by a

subordinated pledge of inventory and accounts receivable.

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
(Formerly Life USA, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements For the Nine Months Ended September 30, 2008

$ 20,000 Note payable 5, convertible into 40,000 shares, due
 February 28, 2007, incurring interest at 15%,
 attached to the note are 40,000 warrants
 exercisable at $0.65 per share.

$ 50,000 Note payable 6, convertible into 100,000 shares, due
 February 28, 2007, incurring interest at 15%, attached
 to the note are 100,000 warrants exercisable at $0.65
 per share.

$ 75,000 Note payable 7, convertible into 150,000 shares,
 due May 27, 2006, incurring interest at 10%, attached
 to the note are 150,000 warrants exercisable at $0.625
 per share.

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

$ 50,000 Note payable 9, convertible into 100,000 shares, due
 November 11, 2006, incurring interest at 10%, attached
 to the note are 200,000 warrants exercisable at
 $0.625 per share.

$ 5,000 Note payable 10, convertible into 10,000 shares, due
 November 11, 2006, incurring interest at 10%, attached
 to the note are 20,000 warrants exercisable at $0.625
 per share.

$ 50,000 Note payable 11, convertible into 100,000 shares, due
 December 7, 2006, incurring interest at 10%, attached
 to the note are 200,000 warrants exercisable at $0.625
 per share.

$ 25,000 Note payable 12, convertible into 50,000 shares, due
 February 20, 2007, incurring interest at 10%, attached
 to the note are 100,000 warrants exercisable at $0.75
 per share.

$ 5,000 Note payable 13, convertible into 10,000 shares, due
 February 28, 2007, incurring interest at 10%, attached
 to the note are 20,000 warrants exercisable at $0.75
 per share.

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

LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
(Formerly Life USA, Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements For the Nine Months Ended September 30, 2008

$ 50,000 Note payable 15, convertible into 125,000 shares, due
 September 12, 2006, incurring interest at 25%, attached
 to the note are 250,000 warrants exercisable at $0.75
 per share. 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 September 30, 2008, all of the convertible notes described above are in default.

NOTE 6. Capital Stock Transactions

Common Stock:

On May 20, 2008, the Company instituted a reverse split of its issued and outstanding common stock on a 1 for 10 basis. After the reverse split, the Company had 1,007,003 shares of its common stock issued and outstanding. All references to shares in the three and the nine months ended September 30, 2008 and in prior periods have been adjusted to reflect the post-reverse split amounts.

On August 1, 2008, the Company issued 9,000,000 shares of its restricted common stock to the shareholders of World Peace Technologies, Inc. as a part of the reverse merger closed on August 1, 2008 (Note 1).

Warrants:

During the nine months ended June 30, 2008, warrants exercisable for 620,000 shares of common stock expired.

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, 2007, 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

Legacy Technology Holdings, Inc. ("the Company" or "we") previously operated as a nutraceutical marketing and distribution company with a strategic focus of acquiring intellectual property and processes. The Company intended to market and distributes nutritional products and services in a way that appeals to its target market. In January 2007, the Company ceased the operations of its wholly owned subsidiary, Neuro Nutrition, Inc. ("Neuro"). The Company has been unable to continue Nuero's operations due to financial constraints.

On May 20, 2008, the Company changed its name to Legacy Technology Holdings, Inc. by filing an amendment to its Article of Incorporation. As a result of the name change, the Company's trading symbol on the Over-the-Counter Bulletin Board was changed to "LTHO".

On May 20, 2008, in the Company instituted a reverse split of its issued and outstanding common stock on a 1 for 10 basis. After the reverse split, the Company had 1,007,003 shares of its common stock issued and outstanding. All references to shares in the three and the nine months ended June 30, 2008 and in prior periods have been adjusted to reflect the post-reverse split amounts.

On June 17, 2008, the Company entered into an Agreement and Plan of Merger by and between the Company, LTH Acquisition Corporation ("LTH Acquisition"), a wholly-owned subsidiary of the Company, and World Peace Technologies, Inc. ("World Peace"). 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 Agreement was slightly modified on July 28, 2008, to correct minor technical issues and on August 1, 2008, the Agreement and Plan of Merger was executed and completed.

World Peace was incorporated on May 8, 2008, in the state of Colorado. World Peace is a technology development business that specializes in the development of technologies and products with possible applications to the military.

As part of the amended Agreement and Plan of Merger, the Company has issued 9,000,000 shares of its restricted common stock to the shareholders of World Peace, in exchange for all of the issued and outstanding shares of World Peace (9,000,000 shares). In accordance with accounting procedures for reverse merger acquisitions, World Peace has been determined to be the surviving entity of the transaction. Due to the limited assets of both companies the excess purchase price was debited to additional paid capital in the consolidation. Therefore, stockholders' deficit in the consolidation has been adjusted for this transaction as a recapitalization.

The Company intends to file a notice of election to be regulated as a business development company under the Investment Act of 1940 (1940 Act) with the Securities and Exchange Commission (SEC).

The Company intends to focus its business development activities on those small business entities specializing in the development of technologies and products with possible applications in the military industry and commercial applications. The Company has identified four initial technologies to focus its business development activities. The four technologies are as follows:

- Low Energy Cooling - the use of an evaporative and dehumidification technology to deliver cooler air temperatures replacing existing residential, commercial or field tents. The technology uses 90% less energy than current air conditioners either direct or indirect systems, without increasing humidity in the structure;

- Air 2 Water - the use of technology, which is not dependent upon Freon, to harvest water from the air to produce atmospheric water;

- Plasteel - optimizes the use of a cold chemical process to produce plastic, the resultant plastic product is as strong as, if not stronger then steel; and

- Targeted Weather - the use of algorithms to determine the development and location of severe weather combined with the use of technology to prevent the severe weather from forming.

The Company is in the process of developing full business plans for each of the above listed technologies. The Company will have four subsidiaries as a result of the transaction, and intends to operate those subsidiaries to carry out each individual business plan. However, World Peace, as an approved vendor to the United States Department of Defense (US DOD), may act as a marketing agent and bidder for US DOD RFPs for the other subsidiaries, if they develop military products.

The Company at this time is focusing its efforts on securing financing to pay outstanding debts and supporting future business activities and the development of its business plan. The Company does not have sufficient revenue and income to operate in a break-even mode. The Company will need to fund the deficits in operating capital through debt or private placements of its common stock, which is its sole source of liquidity.

RESULTS OF OPERATIONS

For the Three Months Ended September 30, 2008 Compared to the Three Months Ended September 30, 2007

During the three months ended September 30, 2008 and 2007, we did not recognize any revenues from our business activities.

During the three months ended September 30, 2008, we incurred operational expenses of $59,351 compared to $0 during the three months ended September 30, 2007. The increase of $59,351 is a result of the increased operational activities as a result of our reverse merger with World Peace.

During the three months ended September 30, 2008 and 2007, we recognized interest expense of $27,159, respectively, in connection with our convertible notes.

During the three months ended September 30, 2008, we recognized a net loss of $86,967 compared to a net loss of $27,159 during the three months ended September 30, 2007. The increase of $59,808 is a result of the $59,351 increase in operational expenses discussed above.

For the Nine Months Ended September 30, 2008 Compared to the Nine Months Ended September 30, 2007

During the nine months ended September 30, 2008 and 2007, we did not recognize any revenues from our business activities.

During the nine months ended September 30, 2008, we incurred operational expenses of $70,620 compared to $33,791 during the nine months ended September 30, 2007. The increase of $36,829 is a result of the reduction of our operations over the prior period.

During the nine months ended September 30, 2008 and 2007, we recognized interest expense of $80,866 and $80,591, respectively, in connection with our convertible notes.

During the nine months ended September 30, 2008, we recognized a net loss of $151,963 compared to a net loss of $161,853 during the nine months ended September 30, 2007. The increase of $9,890 is a result of the $36,829 increase in operational expenses combined with the $47,014 decrease losses from discontinued operations.

LIQUIDITY AND FINANCIAL CONDITION

Net cash used in operating activities during the nine months ended September 30, 2008 was $35,838, compared to net cash provided by operating activities during the nine months ended September 30, 2007 of $40. During the nine months ended September 30, 2008, net losses of $151,693 was adjusted for $457 loss from discontinued operations. During the nine months ended September 30, 2007, net losses of $161,853 were adjusted by $47,471 loss from discontinued operations.

During the nine months ended September 30, 2008, we received cash of $29,209 in connection with the reverse merger with World Peace. During the nine months ended September 30, 2007, we did not use or receive funds from investing activities.

During the nine months ended September 30, 2008, we received cash of $9,000 from advances from our financing activities. During the nine months ended September 30, 2007, we did not use or receive any funds from financing activities.

At September 30, 2008, we had total current assets of $5,841, consisting of cash on hand of $4,140, and $1,701 in assets of discontinued operations. At September 30, 2008, we had total current liabilities of $1,265,698, consisting of accounts payable of $444,430, notes payable of $25,433, convertible notes payable of $630,000 and $131,835 in liabilities of discontinued operations. At September 30, 2008, there is a working capital deficit of $1,259,857.

During the years ended December 31, 2006 and 2005, the Company issued convertible promissory notes for $630,000. The convertible promissory notes had due dates starting in May 2006 through February 2007. The Company is currently in default on the payment of the convertible promissory notes.

NEED FOR ADDITIONAL FINANCING

The Company does not have capital sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. The Company will have to seek loans or equity placements to cover such cash needs. Lack of its existing capital may be a sufficient impediment to prevent it from accomplishing the goal of expanding its operations. There is no assurance, however, that without funds it will ultimately allow the Company to carry out its business.

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

Irrespective of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Our 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. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our 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. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

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

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the quarter ended September 30, 2008. We believe that internal control over financial reporting is effective. We have not identified any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

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 our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made the following unregistered sales of its securities from July1, 2008 through September 30, 2008.

 DATE OF SALE TITLE OF SECURITIES NO. OF SHARES
 CONSIDERATION CLASS OF PURCHASER

----------------- ------------------------- ---------------- ------------------------------ ----------------------------------
8/1/2008 Common Stock 9,000,000 Reverse Merger Shareholders of World Peace
 Technologies, Inc.
----------------- ------------------------- ---------------- ------------------------------ ----------------------------------

Exemption From Registration Claimed

All of the sales by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). All of the individuals and/or entities listed above that purchased the unregistered securities were almost all existing shareholders, all known to the Company and its management, through pre-existing business relationships, as long standing business associates, and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

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

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 pursuant to Section 302 of the Sarbanes-Oxley Act

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

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, INC.
(Registrant)

Dated: November 19, 2008 By: /s/ David P. Kutchinski
 -----------------------
 David P. Kutchinski, President, Chief
 Executive Officer & Principal Accounting
 Officer

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