lgnd_10k.htm

10-K 1 lgnd_10k.htm lgnd_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-K

____________________________

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2010

Commission File # 333-152830

LEGEND MINING INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

75-3268988

(IRS Employer Identification Number)

2-46 DeZhennan Rd., Suite 403, Yuesiu District, Guangzhou

Guangdong Province, China

(Address of principal executive offices)

86-13268166474

(Registrant’s telephone number)

Securities registered pursuant to section 12(b) of the Act: None.

Securities registered pursuant to section 12(g) of the Act:

Common Stock, Par Value $0.001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: [ ] Yes [X] No

Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, 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 Act). [X] Yes [ ] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year end. $28,500.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 7,350,000 shares of common stock issued and outstanding as of July 13, 2010.

Documents incorporated by reference: None.

DESCRIPTION OF BUSINESS

Business Development

We commenced operations as an exploration stage company. On January 28, 2008, we entered into an agreement with Carman Wilcox of Imperial, Saskatchewan, wherein he granted us the sole and exclusive option to acquire a 100% interest in the Carman Wilcox property, which is located in Sections 4 and 9 of Township 52 and Range 15W2M, Saskatchewan. This agreement was subsequently amended on August 20, 2008. We purchased this Option from Mr. Wilcox for a cash payment of $7,500. In order to exercise this option and acquire these claims we needed to pay Mr. Carman Wilcox further cash payments totaling $245,000 as follows;

1. $15,000 on or before March 31, 2009, provided however, Mr. Wilcox may at any time after October 31, 2008, on 48 hours notice, require said payment to be made forthwith;

2. $25,000 on or before January 28, 2009; and

3. $205,000 on or before January 28, 2010.

and incur $200,000 in exploration expenditures as follows:

1. $50,000 on or before June 30, 2009; and

2. $150,000 on or before September 30, 2009.

We were unable to keep the mineral claim in good standing due to lack of funding, and accordingly our interest in it has expired.

We are reviewing potential acquisitions in the resource and non-resource sectors. However, there are no guarantees that we will be able to reach any agreement to acquire such assets.

Employees

We have no employees as of the date of this annual report other than our sole director.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Dependence on Major Customers

We have no customers.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We do not own or lease any property.

Item 3. Legal Proceedings

There are no legal proceedings pending or threatened against us.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stock Matters and Issuer Purchases of Securities

Market Information

Our shares of common stock were quoted through the facilities of the OTC Bulletin Board from April 1, 2009 until July 6, 2009. On July 6, 2009, quotation of our shares of common stock on the OTC Bulletin Board ceased due to our failure to comply with Rule 15c2-11 of the Exchange Act of 1934. On February 25, 2010 our shares were again cleared for quotation on the OTC Bulletin Board, under the symbol LDMI, and they continue to be so cleared. However, none of our shares have traded through the OTC Bulletin Board electronic market during these periods.

Holders

As of June 04, 2010 there are 30 holders of our common stock.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course of business; or

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Securities authorized for issuance under equity compensation plans

We have no compensation plans under which our equity securities are authorized for issuance.

Performance graph

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Recent sales of unregistered securities

None.

Issuer Repurchases of Equity Securities

None.

Item 6. Selected Financial Data.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements

This report contains "forward-looking statements" relating to us which represent our current expectations or beliefs, including statements concerning our operations, performance, financial condition and growth. For this purpose, any statement contained in this report that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, our ability to continue our growth strategy and competition, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

Plan of Operation

Our plan of operation for the twelve months following the date of this annual report is to continue to review other potential acquisitions in the resource and non-resource sectors. Currently, we are in the process of completing due diligence reviews of several business opportunities. We expect that these reviews could cost us a total of $20,000 in the next 12 months.

As well, we anticipate spending an additional $20,000 on administrative fees, including fees we will incur in complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $40,000.

We do not currently have enough funds on hand to cover our anticipated expenses for the next 12 months. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or from loans. However, we do not have any arrangements in place for any future equity financing.

Results of Operations

We did not earn any revenues for the year ended March 31, 2010. We incurred operating expenses in the amount of $28,292 for the year ended March 31, 2010, compared to $28,112 for the year ended March 31, 2009, consisting of general and administrative expenses of $26,450 and interest expense of $1,842. At March 31, 2010, we had assets of $1,716 ($16,454 – March 31, 2009) consisting of cash and we had total liabilities recorded at $51,703 ($38,149 - March 31, 2009). These consisted of loans of $44,017 and accounts payable and accrued liabilities of $7,686.

We have not attained profitable operations and are depending on obtaining financing to continue to search for a new acquisition. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

We have had no operating revenues since our inception on July 1, 2007 through March 31, 2010, and have incurred operating expenses in the amount of $74,987 for the same period. Our activities have been financed from the proceeds of share subscriptions and loans from a non related party.

For the period from inception on July 1, 2007 through March 31, 2010, we incurred general and administrative expenses of $60,542, mineral property expenses of $12,228, and interest expense of $2,217.

During the year ended March 31, 2010, we incurred a net loss of $(28,292), which resulted in an accumulated deficit of $(74,987).

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles. We have expensed all development costs related to our establishment.

Liquidity and Capital Resources

We had cash of $1,716 as of March 31, 2010, compared to a cash position of $16,454 at March 31, 2009. Since inception through to and including March 31, 2010, we have raised $25,000 through private placements of our common shares and we have received contributed capital from a consultant of $41,800.

We expect to run at a loss for at least the next twelve months. We have no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance our operations on acceptable terms in order to enable us to complete our plan of operations. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.

Off-balance sheet arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 8. Financial Statements and Supplementary Data.

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Legend Mining, Inc.

(An Exploration Stage Company)

We have audited the accompanying balance sheets of Legend Mining, Inc. (An Exploration Stage Company) as of March 31, 2010 and 2009 (restated), and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended March 31, 2010 and 2009 (restated), and from inception on July 1, 2007 through March 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Legend Mining, Inc. (An Exploration Stage Company) as of March 31, 2010 and 2009 (restated), and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended March 31, 2010 and 2009 (restated), and from inception on July 1, 2007 through March 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 8 to the accompanying financial statements, the Company has restated its financial statements, which were previously audited by other independent auditors who have ceased operations.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses since inception resulting in an accumulated deficit of $74,987 as at March 31, 2010, and further losses are anticipated in the exploration stage of the business. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

July 12, 2010

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
AS OF MARCH 31, 2010 AND 2009
(Audited)

Assets

	March 31,			March 31,
	2010			2009
				(Restated)
Current Assets:
Cash	$	1,716		$	16,454
Total Current Assets		1,716			16,454
Total Assets	$	1,716		$	16,454


Liabilities and Stockholders' Equity (Deficit)


Current Liabilities
Accounts payable and accrued liabilities	$	7,686		$	13,149
Notes Payable (Note 6)		41,800			25,000
Accrued Interest		2,217			-
Total Current Liabilities		51,703			38,149


Stockholders' Equity (Deficit)
Common stock, par value $0.001 per share;
75,000,000 shares authorized; 7,350,000 shares
Issued and outstanding		7,350			7,350
Additional paid-in-capital		17,650			17,650
Deficit accumulated during the exploration stage		(74,987	)		(46,695	)
Total stockholders' equity (deficit)		(49,987	)		(21,695	)
Total liabilities and stockholders' equity (deficit)	$	1,716		$	16,454

The Accompanying Notes Are

an Integral Part of These Financial statements

LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2010, AND 2009
(Audited)

							From July 1,
							2007
	Years Ended						(Inception) to
	March 31,						March 31,
	2010			2009			2010
				(Restated)

Bank charges and interest	$	415		$	566		$	641
Mineral properties		-			4,728			12,228
Professional fees		26,035			22,818			59,901
Loss from operations	$	(26,450	)	$	(28,112	)	$	(72,770	)
Interest expenses		(1,842	)		-			(2,217	)
Loss before income taxes		(28,292	)		(28,112	)		(74,987	)
Provision for income taxes		-			-			-
Net loss	$	(28,292	)	$	(28,112	)	$	(74,987	)

Loss per share - Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common
Shares Outstanding		7,350,000			7,350,000

The Accompanying Notes Are

an Integral Part of These Financial statements

LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIODS ENDED MARCH 31, 2010, AND 2009
(Audited)

								Deficit
								accumulated
						Additional		During the
		Common Stock				Paid-in-		exploration
Description		Shares		Amount		Capital		Stage			Total
Balance- July 1, 2007			-	$	-	$	-	$	-		$	-
November 28, 2007
Subscribed for cash
$	at 0.001		4,500,000		4,500		-		-			4,500
December 18, 2007									-
Subscribed for cash
$	at 0.005		1,600,000		1,600		6,400		-			8,000
January 18, 2008									-
Subscribed for cash
$	at 0.01		1,250,000		1,250		11,250					12,500
Net loss									(8,583	)		(8,583	)

Balance- March 31, 2008			7,350,000	$	7,350	$	17,650	$	(8,583	)	$	16,417

Net loss									(38,112	)		(38,112	)

Balance- March 31, 2009 (restated)			7,350,000	$	7,350	$	17,650	$	(46,695	)	$	(21,695	)

Net loss									(28,292	)		(28,292	)

Balance- March 31, 2010			7,350,000	$	7,350	$	17,650	$	(74,987	)	$	(49,987	)

The Accompanying Notes Are

an Integral Part of These Financial statements

LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWES
FOR THE YEARS ENDED MARCH 31, 2010, AND 2009
(AUDITED)

							From July 1, 2007
	Years Ended						(Inception) to
	March 31,						March 31,
	2010			2009			2010
				(Restated)
Operating activities
Net loss	$	(28,292	)	$	(28,112	)	$	(74,987	)
Adjustments to reconcile net loss to net cash
Accrued interest		2,217			-			2,217
Accounts payable and accrued liabilities		(5,463	)		2,099			7,686
Net Cash (Used in ) Operating Activities		(31,538	)		(26,013	)		(65,084	)

Financing activities
Loans from consultant		16,800			25,000			41,800
Shares subscribed for cash		-						25,000
Net Cash Provided by Financing Activities		16,800			25,000			66,800

Net increase (decrease) in cash		(14,738	)		(1,013	)		1,716

Cash and Cash Equivalent - Beginning of Period		16,454			17,467			-
Cash and Cash Equivalent - End of Period	$	1,716		$	16,454		$	1,716

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes
	$	-		$	-		$	-

The Accompanying Notes Are

an Integral Part of These Financial statements

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2010 And 2009 (restated)

1. NATURE AND CONTINUANCE OF OPERATIONS

LEGEND MINING INC. (the “Company”) was incorporated under the laws of State of Nevada, U.S. on July 1, 2007, with an authorized capital of 75,000,000 common shares with a par value of $0.001. The Company's year end is March 31. The Company is in the exploration stage of its resource business. During the period from July 1, 2007 (inception) to March 31, 2010, the Company commenced operations by issuing shares and acquiring a mineral property located in the Province of Saskatchewan, Canada. The Company has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $74,987 as at March 31, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans and or private placement of common stock. There is no assurance that the Company will be able to obtain further loans, or that the company will be able to raise money via a private placement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Exploration Stage Company

The Company complies with its characterization of the Company as an exploration stage enterprise.

Mineral Interests

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date the Company has not established any proven or probable reserves on its mineral properties. The Company has adopted the provisions of ASC 410 “Accounting for Asset Retirement Obligations” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at March 31, 2010, any potential costs relating to the retirement of the Company's mineral property interest has not yet been determined.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Advertising Costs

The Company expenses advertising costs as incurred. No advertising expense was charged to operations for the period from inception on July 1, 2007 through March 31, 2010.

Revenue Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Stock-based Compensation

ASC718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award.

The Company did not record any compensation expense for the period ended March 31, 2010 because there were no stock options outstanding at March 31, 2010.

Recent Accounting Pronouncements

The Management has evaluated the recently issued accounting pronouncements through the date of this report and has determined that their adoption will not have a material impact on the financial position, results of operations, or cash flows of the Company.

3. MINERAL INTERESTS

On January 28, 2008, the Company entered into a Mineral Property Option Agreement. After making an initial payment of $7,500, the Company decided not to maintain the mineral property option and failed to make the payment due on March 31, 2009. The option therefore expired on March 31, 2009.

4. COMMON STOCK

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.

During the period from July 1, 2007 (inception) to March 31, 2008, the Company issued 7,350,000 shares of common stock for total cash proceeds of $25,000. No shares were issued in the years ended March 31, 2009 and 2010. As at March 31, 2010, there were no outstanding stock options or warrants.

5. INCOME TAXES

As of March 31, 2010, the Company had net operating loss carry forwards of approximately $74,987 that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision (benefit) for income taxes for the years ended March 31, 2010, and 2009, was as follows (using a 34 percent effective Federal income tax rate in 2010 and 2009):

	March 31,			March 31,
	2010			2009

Current Tax Provision:
Federal-
Taxable income (loss)	$	(25,496	)	$	(15,876	)


Deferred Tax Provision:
Federal-
Loss carryforwards	$	9,619		$	9,558
Change in valuation allowance		(9,619	)		(9,558	)

Total deferred tax provision	$	-		$	-

6. NOTES PAYABLE

On December 23, 2008, the Company was granted a loan of $25,000 to the Company. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of March 31, 2010 is $1,903.

On July 31, 2009, the Company was granted a loan of $5,000 to the Company. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of March 31, 20010 is $200.

On December 18, 2009, the Company was granted a loan of $6,000 to the Company. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of March 31, 2010 is $102.

On March 18, 2010, the Company was granted a loan of $5,800 to the Company. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of March 31, 2010 is $12.

7. Subsequent Events

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report. There are no material subsequent events to report.

8. RESTATED FINANCIAL STATEMENTS

The Company has restated its financial statements as of and for the year ended March 31, 2009 to reflect the unrecorded liability of $10,000. This restatement resulted in an additional expense of $10,000 being recorded in 2009. The Company’s summarized financial statements comparing the restated financial statements to those originally filed are as follows:

Balance Sheets

Assets
	Restated			Original			Difference


Current Assets
Cash	$	16,454		$	16,454			-
Total Current Assets		-			-			-
Total Assets	$	16,454		$	16,454			-


Liabilities and Stockholders' Equity (deficit)


Current Liabilities
Accounts payable and accrued liabilities	$	13,149		$	3,149			10,000
Due to related party (Note 6)		25,000			25,000			-
Total Current Liabilities		38,149			28,149			10,000


Stockholders' Equity (deficit)
Capital stock
Authorized:
75,000,000 common shares with a par value of $0.001
Issued and outstanding:
7,350,000 common shares		7,350			7,350			-
Additional paid-in-capital		17,650			17,650			-
Deficit accumulated during the exploration stage		(46,695	)		(36,695	)		(10,000	)
Total stockholders' equity (deficit)		(21,695	)		(11,695	)		(10,000	)
Total liabilities and stockholders' equity (deficit)	$	16,454		$	16,454			-

Statements of Operations

	Restated			Original			Difference
Mineral Properties	$	4,728		$	4,728		$	-
General and Administrative		33,009			23,009			10,000
Loss from operation	$	37,737		$	27,737		$	10,000
Other income/expense
Interest expense		375			375			-
Loss before income taxes	$	38,112		$	28,112		$	10,000
Provision for income taxes		-			-
Net loss	$	38,112		$	28,112		$	10,000

Loss per share-Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		7,350,000			7,350,000

Statement of Cash flows

	Restated			Original			Difference
Operating activities
Net loss	$	(38,112	)	$	(28,112	)		(10,000	)
Adjustments to reconcile net loss to net cash
Accounts payable and accrued liabilities		12,099			2,099			10,000
Net Cash (Used in ) Operating Activities	$	(26,013	)	$	(26,013	)		-

Financing activities
Loans from consultant		25,000			25,000			-
Shares subscribed for cash		-			-			-
Net Cash Provided by Financing Activities	$	25,000		$	25,000			-

Net increase (decrease) in cash	$	(1,013	)	$	(1,013	)		-

Cash and Cash Equivalent - Beginning of Period	$	17,467		$	17,467			-
Cash and Cash Equivalent - End of Period	$	16,454		$	16,454			-

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

On August 3, 2009, the Board of Directors of the Registrant dismissed Moore & Associates, Chartered, its independent registered public account firm. On October 14, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Registrant’s new independent registered public account firm. The Board of Directors of the Registrant approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.

During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.

The registrant requested that Moore and Associates, Chartered furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. Moore and Associates, Chartered declined to provide this letter.

Other than the foregoing there have been no changes in and disagreements with our accountants on accounting and financial disclosure from the inception of our company through to the date of this Report.

Item 9A(t). Controls and Procedures.

(a) Evaluation of disclosure controls and procedures

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer and Chief Accounting Officer as of the end of the period covered by this report, our Chief Executive Officer and Chief Accounting Officer concluded that our disclosure controls and procedures have been effective in ensuring that material information relating to us, is made known to the certifying officers by others within our company during the period covered by this report.

As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our Chief Executive Officer and Chief Accounting Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was effective as of March 31, 2009.

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

There have not been any changes in our internal controls or in other factors that occurred during our last fiscal year ended March 31, 2009 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our executive officers and directors and their respective ages as of the date of this annual report are as follows:

Directors:

Name of Director		Age
Tao Chen		40

Executive Officers:

Name of Officer		Age		Office
Tao Chen		40		President, Chief Executive Officer, Secretary and Treasurer

Biographical Information

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.

Mr. Chen has acted as our sole director and officer since July 21, 2007. For the past 6 years, Mr. Chen has worked as a General Manager for Guang Zhou Peace Gift Co., Ltd in the gifts export business. Mr. Chen intends to devote approximately 20% of his business time to our affairs. Mr. Chen does not have any technical experience in the mineral exploration property business sector.

Significant Employees and Consultants

We have no significant employees other than the officers and directors described above.

Conflicts of Interest

We do not have any written procedures in place to address conflicts of interest that may arise between our business and the future business activities of Mr. Chen.

Audit Committee Financial Expert

We do not have a financial expert serving on an audit committee as we do not have an audit committee because our board of directors has determined that as a start-up exploration company with no revenues it would be too expensive to have one.

Role and Responsibilities of the Board

The Board of Directors oversees the conduct and supervises the management of our business and affairs pursuant to the powers vested in it by and in accordance with the requirements of the Revised Statutes of Nevada. The Board of Directors holds regular meetings to consider particular issues or conduct specific reviews whenever deemed appropriate.

Our Board of Directors considers good corporate governance to be important to our effective operations. Our directors are elected at the annual meeting of the stockholders and serve until their successors are elected or appointed. Officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors or until their earlier resignation or removal.

As we have only one director and executive officer, there are no arrangements or understandings pursuant to which a director or executive officer was selected to be a director or executive officer.

Code of Ethics

We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. The Code of Ethics is attached to this report as an exhibit.

Item 11. Executive Compensation.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers for all services rendered in all capacities to us for the period from our inception through the fiscal period ended March 31, 2009 and for the fiscal year ended March 31, 2009.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compens- ation ($)	Total ($)
Tao Chen President, CEO, Secretary, Treasurer and a director	2008 2009	None None	None None	None None	None None	None None	None None	None None	None None
Yong Qiao Zhang President, CEO, Secretary, Treasurer and a director	2008	None	None	None	None	None	None	None	None

(1) Mr. Tao Chen was appointed as President, CEO, Secretary, Treasurer, and a Director on July 21, 2007.

Option/SAR Grants

We made no grants of stock options or stock appreciation rights to our directors and officers during the period from our inception on July 1, 2007 through the fiscal period ending March 31, 2010.

Compensation of Directors

Our directors do not receive salaries for serving as directors.

Employment contracts and termination of employment and change-in-control arrangements

There are no employment agreements between our company and Tao Chen. We do not pay Tao Chen any amount for acting as director of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of our common stock, as of the date of this filing, by (i) each person (including any group) who is known by us to beneficially own more than 5% of any class of the voting securities of our company; (ii) each of our directors, and (iii) officers and directors as a group.

Each common share entitles the holder thereof to one vote in respect of any matters that may properly come before our stockholders. To the best of our knowledge, there exist no arrangements that could cause a change in voting control of our company. Unless otherwise indicated, the persons named below have sole voting and investment power with respect to all shares beneficially owned by them, subject to community property laws where applicable.

		Amount of
Title of	Name and address	beneficial	Percent
Class	of beneficial owner	ownership	of class

Common	Tao Chen	4,500,000	61.22%
Stock	President, Chief	Shares
	Executive Officer,
	Secretary, Treasurer
	and Director
	No.2 Jiu Qu Jing Rd.,
	Team 2, Jin Pen Village
	Zhong Lui Tan Town
	Bai Yun District
	Guangzhou, China

Common	All Officers and Directors	4,500,000	61.22%
Stock	as a group that consists of	shares
	one person

The percent of class is based on 7,350,000 shares of common stock issued and outstanding as of the date of this report.

Under the rules of the Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Transactions with related persons

Except as disclosed below, none of the following parties has, since our inception, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

· any of our directors or executive officers;

· any person proposed as a nominee for election as a director;

· any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

· any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the foregoing persons; or

· any person sharing the household of any director, executive officer, nominee for director or 5% shareholder of our company.

Item 14. Principal Accountant Fees and Services.

Our principal accountants rendered invoices to us during the fiscal periods indicated for the following fees and services:

	Fiscal year ended		Fiscal year ended
	March 31, 2010		March 31, 2009
Audit Fees	$	17,625	$8,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements and the review of the financial statements included in each of our quarterly reports on Form 10-Q.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, we may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past three fiscal years.

PART IV

Item 15. Exhibits Financial Statement Schedules.

(a) Financial Statements

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-14, and are included as part of this report:

Financial Statements for the fiscal year ended March 31, 2010 and March 31, 2009

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statement of Stockholders’ Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

(b) Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 15 of this report, and are incorporated herein by this reference.

We are not filing any financial statement schedules as part of this report as such schedules are either not applicable or the required information is included in the financial statements or notes thereto.

INDEX TO EXHIBITS

Number	Exhibit Description
3.1 *	Articles of Incorporation (1)
3.2 *	Bylaws (1)
14.1**	Code of Ethics
23.1	Consent of Seale and Beers, CPAs
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*filed as an exhibit to our registration statement on Form S-1 dated August 5, 2008

** filed as an exhibit to our Annual Report on Form 10-K dated June 25, 2009

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

LEGEND MINING INC.

/s/ Tao Chen

Tao Chen

President, Chief Executive Officer and Director

Secretary, Principal Accounting Officer

Principal Financial Officer, Treasurer

July 14, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates

indicated.

/s/ Tao Chen

Tao Chen

President, Chief Executive Officer and Director

Secretary, Principal Accounting Officer

Principal Financial Officer, Treasurer

July 14, 2010