MALACHITE INNOVATIONS, INC. - Annual Report: 2009 (Form 10-K)
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, 2009
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 [√]
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 [√]
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. [√] 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
[√]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
[√]
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 June 25, 2009.
Documents
incorporated by reference: None.
2
Table
of Contents
3
PART
I
Item 1. Business
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.
4
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 are quoted for trading on the OTC Bulletin Board under
the symbol LDMI. However, no trades of our shares of common stock have
occurred through the facilities of the OTC Bulletin Board to the date of this
annual report.
Holders
As of
June 25, 2009, 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.
5
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.
The
following discussion and analysis should be read in conjunction with the
information set forth in our audited financial statements for the period ended
October 31, 2008.
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.
6
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 director
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, 2009. We incurred
operating expenses in the amount of $28,112 for the year ended March 31, 2009,
compared to $8,583 for the year ended March 31, 2008, consisting of bank charges
and interest of $566, mineral property expenses of $4,728, and professional fees
of $22,818. At March 31, 2009, we had assets of $16,454 ($17,467 – March
31, 2008) consisting of cash and we had total liabilities recorded at $28,149
($1,050 - March 31, 2008). These consisted of loans from a related party
of $25,000 and accounts payable and accrued liabilities of $3,149.
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,
2009, and have incurred operating expenses in the amount of $36,695 for the same
period. Our activities have been financed from the proceeds of share
subscriptions and loans from a related party.
For the
period from inception on July 1, 2007 through March 31, 2009, we incurred bank
charges and interest of $600, mineral property expenses of $12,228, and
professional fees of $23,867.
During
the year ended March 31, 2009, we incurred a net loss of $(28,112), which
resulted in an accumulated deficit of $(36,695).
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 $16,454 as of March 31, 2009, compared to a cash position of $17,467 at
March 31, 2008. Since inception through to and including March 31, 2009,
we have raised $25,000 through private placements of our common shares and we
have received contributed capital by related parties of $25,000.
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.
7
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.
8
Legend
Mining Inc.
(An
Exploration Stage Company)
Financial Statements
March 31,
2009 and 2008
9
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB
REGISTERED
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, 2009 and March 31, 2008, and the related
statements of operations, stockholders’ equity and cash flows for the year ended
March 31, 2009 and the period from July 1, 2007 through March 31, 2008 and since
inception on July 1, 2007 through March 31, 2009. 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, 2009 and March 31, 2008, and the related
statements of operations, stockholders’ equity and cash flows for the year ended
March 31, 2009 and the period from July 1, 2007 through March 31, 2008 and since
inception on July 1, 2007 through March 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
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 an accumulated deficit of $36,695, which
raises substantial doubt about its ability to continue as a going
concern. Management’s plans concerning these matters are also
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
Moore & Associates, Chartered
Moore
& Associates, Chartered
Las
Vegas, Nevada
June 11,
2009
6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
10
LEGEND
MINING INC.
(An
Exploration Stage Company)
Balance Sheets
|
Assets
|
||||||||
|
March
31,
|
March
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Current
Assets
|
||||||||
|
Cash
|
$ | 16,454 | 17,467 | |||||
|
Total
Assets
|
$ | 16,454 | 17,467 | |||||
|
Liabilities
and Stockholders' Equity
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 3,149 | 1,050 | |||||
|
Loans
from related party (Note 6)
|
25,000 | - | ||||||
|
Total
Current Liabilities
|
28,149 | 1,050 | ||||||
|
Stockholders'
Equity
|
||||||||
|
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
|
(36,695 | ) | (8,583 | ) | ||||
|
Total
stockholders' equity
|
(11,695 | ) | 16,417 | |||||
|
Total
liabilities and stockholders' equity
|
$ | 16,454 | 17,467 | |||||
|
Nature and continuance of
operations (Note 1)
|
||||||||
The
Accompanying Notes are an Integral Part of These Financial
Statements
11
LEGEND
MINING INC.
(An
Exploration Stage Company)
Statements of Operations
|
For
the year ended March 31, 2009
|
From
July 1, 2007 (Inception) to March 31, 2008
|
From
July 1,
2007
(Inception)
to
March
31,
2009
|
||||||||||
|
Bank
charges and interest
|
$ | 566 | $ | 33 | $ | 600 | ||||||
|
Filing
and transfer agent fees
|
- | - | - | |||||||||
|
Mineral
properties
|
4,728 | 7,500 | 12,228 | |||||||||
|
Office
expenses
|
- | - | - | |||||||||
|
Professional
fees
|
22,818 | 1,050 | 23,867 | |||||||||
|
Loss
before income taxes
|
$ | 28,112 | $ | 8,583 | $ | 36,695 | ||||||
|
Provision
for income taxes
|
- | - | - | |||||||||
|
Net
loss
|
$ | 28,112 | $ | 8,583 | $ | 36,695 | ||||||
|
Loss
per share - Basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
|
Weighted
Average Number of Common Shares Outstanding
|
7,350,000 | 2,974,630 | 7,350,000 | |||||||||
The
Accompanying Notes are an Integral Part of These Financial
Statements
12
LEGEND
MINING INC.
(An
Exploration Stage Company)
Statements of Stockholders' Equity
|
Number
of
Common
Shares
|
Par
Value
|
Additional
Paid-in-
Capital
|
Deficit
accumulated
During
the
exploration
stage
|
Total
Stockholders Equity
|
||||||||||||||||
|
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
|
(28,112 | ) | (28,112 | ) | ||||||||||||||||
|
Balance,
March 31, 2009
|
7,350,000 | $ | 7,350 | $ | 17,650 | $ | (36,695 | ) | $ | (11,695 | ) | |||||||||
The
Accompanying Notes are an Integral Part of These Financial
Statements
13
LEGEND
MINING INC.
(An
Exploration Stage Company)
Statements of Cash Flows
|
For
year ended March 31, 2009
|
From
July 1, 2007 (Inception) to March 31, 2008
|
From
July 1, 2007
(Inception)
to
March
31, 2009
|
||||||||||
|
Operating
activities
|
||||||||||||
|
Net
loss
|
$ | (28,112 | ) | $ | (8,583 | ) | $ | (36,695 | ) | |||
|
Adjustments
to reconcile net loss to net cash
|
||||||||||||
|
Accounts
payable and accrued liabilities
|
2,099 | 1,050 | 3,149 | |||||||||
|
Net
cash used in operations
|
(26,013 | ) | (7,533 | ) | (33,546 | ) | ||||||
|
Financing
activities
|
||||||||||||
|
Loans
from related party
|
25,000 | 25,000 | ||||||||||
|
Shares
subscribed for cash
|
25,000 | 25,000 | ||||||||||
|
Net
cash provided by financing activities
|
25,000 | 25,000 | 50,000 | |||||||||
|
Net
increase (decrease) in cash
|
(1,013 | ) | 17,467 | 16,454 | ||||||||
|
Cash
beginning
|
17,467 | - | - | |||||||||
|
Cash
(overdraft) ending
|
$ | 16,454 | $ | 17,467 | $ | 16,454 | ||||||
|
Supplemental
cash flow information:
|
||||||||||||
|
Cash
paid for:
|
||||||||||||
|
Interest
|
- | - | ||||||||||
|
Taxes
|
- | - | ||||||||||
The
Accompanying Notes are an Integral Part of These Financial
Statements
14
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To The Financial Statements
March 31,
2009
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 the end of March.
The Company is in the exploration stage of its resource business.
During the period from July 1, 2007 (inception) to March 31, 2009, 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 $36,695
as at March 31, 2009 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 from directors and or private placement of
common stock.
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.
15
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Exploration Stage
Company
The
Company complies with the Financial Accounting Standards Board Statement No. 7,
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 SFAS No. 143 “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, 2009, 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 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 Statement of Financial Accounting Standards No. 52, “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.
16
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2008
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, 2008, and the year ended
March 31, 2009.
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.
At March
31, 2009, a full deferred tax asset valuation allowance has been provided and no
deferred tax asset has been recorded.
17
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basic and Diluted Loss Per
Share
The
Company computes loss per share in accordance with SFAS No. 128, “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
In
December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which
replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded
APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In
January 2005, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which
provides supplemental implementation guidance for SFAS No. 123R. SFAS No.
123R 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. SFAS No. 123R was to be effective for
interim or annual reporting periods beginning on or after June 15, 2005, but in
April 2005 the SEC issued a rule that will permit most registrants to implement
SFAS No. 123R at the beginning of their next fiscal year, instead of the next
reporting period as required by SFAS No. 123R. The pro-forma disclosures
previously permitted under SFAS No. 123 no longer will be an alternative to
financial statement recognition. Under SFAS No. 123R, the Company must determine
the appropriate fair value model to be used for valuing share-based payments,
the amortization method for compensation cost and the transition method to be
used at date of adoption.
The
transition methods include prospective and retroactive adoption options. Under
the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of
18
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
the first
quarter of adoption of SFAS No. 123R, while the retroactive methods would record
compensation expense for all unvested stock options and restricted stock
beginning with the first period restated. The Company adopted the modified
prospective approach of SFAS No. 123R for the year ended October 31, 2006.
The Company did not record any compensation expense for the period
ended January 31, 2007 because there were no stock options outstanding prior to
the adoption or at March 31, 2009.
Recent Accounting
Pronouncements
In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140”, to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities”, to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the
Impairment or Disposal of Long-Lived Assets”, to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. This standard is not expected to have a
significant effect on the Company's future reported financial position or
results of operations.
In March
2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value
measurement with changes in fair value reflected in earnings or the amortization
and impairment requirements of Statement No. 140. The subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value
eliminates the necessity for entities that manage the risks inherent in
servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair
value as impairments or direct write-downs. SFAS No. 156 is effective
for an entity's first fiscal year beginning after September 15,
2006. This adoption of this statement is not expected to have a
significant effect on the Company's future reported financial position or
results of operations.
19
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In
September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying
Misstatements in Current Year Financial
Statements." SAB No. 108 addresses
how the effects of prior year uncorrected misstatements should be considered
when quantifying misstatements in current
year financial statements. SAB No. 108 requires companies
to quantify misstatements
using a balance sheet and income statement
approach and to
evaluate whether either approach results in quantifying
an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending
after November 15, 2006. The adoption of SAB No. 108 had no material effect on
the Company's financial statements.
In September 2006, the
FASB issued SFAS No. 157, "Fair Value Measures". This Statement defines
fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some
Entities,
the application of SFAS No. 157 will change current
practice. SFAS No. 157 is effective for
financial statements issued for fiscal years
beginning after
November 15, 2007, which for the
Company would be the fiscal year beginning March 1, 2008. The Company
is currently evaluating the impact of SFAS No. 157
but does not expect that it will
have a material impact on its financial
statements.
In
September 2006, the FASB issued SFAS No.
158, "Employers' Accounting for
Defined Benefit Pension and Other Post-retirement Plans."
This Statement requires an employer to recognize the over
funded or under funded status of a defined
benefit post retirement plan (other than a multi-employer
plan) as an asset or liability in its statement of financial
position, and to recognize
changes in that funded status in the year in
which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending
after December 15, 2006. The implementation of SFAS No. 158 had no material
impact on the Company's financial position and results of
operations.
In
February 2007, the FASB issued SFAS
No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities". This
statement permits entities to choose to measure many financial assets and
financial liabilities at fair value. Unrealized
gains and losses on items for which the fair value option
has been elected are reported in earnings.
20
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007. The Company is
currently assessing the impact of SFAS No. 159 on its financial position and
results of operations.
On
December 4, 2007 the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51. SFAS 160
establishes new accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.
Specifically, this statement requires the recognition of a noncontrolling
interest (minority interest) as equity in the consolidated financial statements
and separate from the parent's equity. The amount of net income attributable to
the noncontrolling interest will be included in consolidated net income on the
face of the income statement. SFAS 160 clarifies that changes in a parent's
ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains it controlling financial interest. In
addition, this statement requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the noncontrolling equity investment on the
deconsolidation date. SFAS 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling
interest.
SFAS 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. We do
not expect the adoption of SFAS 160 will have an effect on our consolidated
financial statements.
On
December 4, 2007 the FASB issued FASB Statement No. 141 (Revised 2007) (FAS
141(R)), Business Combinations. FAS 141(R) will significantly change the
accounting for business combinations. Under Statement 141(R) and 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. FAS 141(R) will change the accounting treatment for certain specific
item, including:
-Acquisition
costs will be generally expensed as incurred;
-Noncontrolling
interests (formerly known as "minority interests" will be valued at fair value
at the acquisition date;
21
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
-Acquired
contingent liabilities will be recorded at fair value at the acquisition date
and subsequently measured at either the higher of such amount of the amount
determined under existing guidance for non-acquired contingencies;
-In
process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date;
-Restructuring
costs associated with a business combination will be generally expensed
subsequent to the acquisition date; and
-Charges
in deferred tax asset valuation allowances and income tax uncertainties after
the acquisition date generally will affect income tax expense.
FAS
141(R) also includes a substantial number of new disclosure requirements. The
statement 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. Earlier adoption is prohibited.
We do not expect the adoption of FAS141(R) to have and effect on our
consolidated financial statements.
In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities ("SFAS 161"). SFAS 161 is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity's financial position, financial performance, and cash flows. SFAS 161
achieves these improvements by requiring disclosure of the fair values of
derivative instruments and their gains and losses in a tabular format. It also
provides more information about an entity's liquidity by requiring disclosure of
derivative features that are credit risk-related. Finally, it requires
cross-referencing within footnotes to enable financial statement users to locate
important information about derivative instruments. SFAS 161 will be effective
for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, will be adopted by the Company beginning in the first
quarter of 2009. The Company does not expect there to be any significant impact
of adopting SFAS 161 on its financial position, cash flows and results of
operations.
22
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial position and results of
operations if adopted.
In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,” and FASB Interpretation 46 (revised December 2003),
“Consolidation of Variable Interest Entities − an
interpretation of ARB No. 51,” as well as other
modifications. While the proposed revised pronouncements have not
been finalized and the proposals are subject
23
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
to
further public comment, the Company anticipates the changes will not have a
significant impact on the Company’s financial statements. The changes
would be effective March 1, 2010, on a prospective basis.
In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.
In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.” This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP
effective January 1, 2009. The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.
In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to
24
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
disclose
in interim and annual periods the inputs and valuation techniques used to
measure fair value. This FSP is effective for interim and annual
periods ending after June 15, 2009. The Company does not expect the
adoption of FSP FAS 157-4 will have a material impact on its financial condition
or results of operation.
3.
MINERAL INTERESTS
On
January 28, 2008, the Company entered into a mineral property option Agreement.
The Company was granted the sole and exclusive right to acquire up to a
100% undivided interest in mineral claim located in the Township 52, Range 15,
W2M, Sections 4 and 9, in the Province of Saskatchewan, with tenure number
S-14260. The Company shall pay $7,500 on the Agreement date (paid), shall
pay $15,000 on or before September 30, 2008 (subsequently amended to March 31,
2009 (See Note 6)), and $25,000 on or before the second anniversary of this
Agreement, shall pay $205,000 on or before the third anniversary of this
Agreement, and shall incur $50,000 in Expenditures on the Property by September
30, 2008 (subsequently amended to June 30, 2009 (See Note 6)) and $150,000 by
September 30, 2009, for a total of $200,000.
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 share
was issued for the year ended March 31, 2009. At March 31, 2009, there were no
outstanding stock options or warrants.
25
LEGEND
MINING INC.
(An
Exploration Stage Company)
Notes To
The Financial Statements
March 31,
2009
5.
INCOME TAXES
As of
March 31, 2009, the Company had net operating loss carry forwards of
approximately $36,695 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.
6. LOAN
FROM RELATED PARTY
On
December 23, 2008, a related party of the Company granted a loan to the Company
for $25,000. The loan is interest bearing at 6% per annum and payable upon
demand. Interest accrued as of March 31, 2009 is $375.
26
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
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.
(c)
Changes in Internal
Control over Financial Reporting
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.
27
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
|
37
|
|||
|
Executive
Officers:
|
||||
|
Name
of Officer
|
Age
|
Office
|
||
|
Tao
Chen
|
37
|
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 5
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.
28
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, 2008 and for
the fiscal year ended March 31, 2008.
|
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
|
2007
2008
2009
|
None
None
None
|
None
None
None
|
None
None
Non
|
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
|
2007
|
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.
|
29
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, 2009.
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
|
|||
|
634
13th
Street
|
|||
|
Manhattan
Beach, CA
|
|||
|
90266
|
|||
|
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.
30
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, Moore And Associates, CHTD, rendered invoices to us
during the fiscal periods indicated for the following fees and
services:
|
Fiscal year
ended
|
Fiscal year
ended
|
|||||||
|
March 31,
2009
|
March 31,
2008
|
|||||||
|
Audit Fees
|
$ | 8,000 | $Nil | |||||
|
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.
31
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:
(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.
(c) Financial
Statement Schedules
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
|
|
23.2
|
Consent
of Moore and Associates CHTD
|
|
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
32
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
June 25,
2009
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
June 25,
2009
33