MALACHITE INNOVATIONS, INC. - Quarter Report: 2009 December (Form 10-Q)

lgn_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[ X ]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2009

[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________ to __________________

Commission File Number: 333-152830

LEGEND MINING INC.

(Exact name of registrant as specified in its charter)

Nevada	75-3268988
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2-46 DeZhennan Rd., Suite 403, Yuesiu District, Guangzhou
Guangdong Province, China	N/A
(Address of principal executive offices)	(Postal or Zip Code)


Registrant’s telephone number, including area code:	86-13268166474

_____________________

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 days. Yes [ ] No [X]

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 [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

LEGEND MINING INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

December 31, 2009

(Unaudited)

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF STOCKHOLDERS’ EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

LEGEND MINING INC.

(An Exploration Stage Company)

Balance Sheets (Unaudited)

Assets
	December 31,			March 31,
	2009			2009
				(Restated)
Current Assets
Cash	$	3,851			16,454
Total Assets	$	3,851			16,454


Liabilities and Stockholders' Equity


Current Liabilities
Accounts payable and accrued liabilities	$	3,402			13,149
Notes Payable (Note 6)		37,671			25,000
Total Current Liabilities		41,073			38,149


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		(62,222	)		(46,695	)
Total stockholders' equity		(37,222	)		(21,695	)
Total liabilities and stockholders' equity	$	3,851			16,454

Nature and continuance of operations (Note 1)

The Accompanying Notes are an Integral Part of These Financial Statements

LEGEND MINING INC.

(An Exploration Stage Company)

Statements of Operations (Unaudited)

	For three months ended December 31, 2009			For three months ended December 31, 2008			For nine months ended December 31, 2009			For nine months ended December 31, 2008			From July 1, 2007 (Inception) to December 31, 2009
							(Restated)						(Restated)
Bank charges and interest	$	64		$	86		$	234		$	162		$	460
Mineral properties		-			4,728			-			4,728			12,228
Professional fees		5,802			8,028			13,997			18,110			47,863
Loss from operations	$	5,866		$	12,842		$	14,231		$	23,000		$	60,551
Interest expenses		546			-			1,296			-			1,671
Loss before income taxes		6,412		$	12,842			15,527		$	23,000			62,222
Provision for income taxes		-			-			-			-			-
Net loss	$	(6,412	)	$	(12,842	)	$	(15,527	)	$	(23,000	)	$	(62,222	)

Loss per share - Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding		7,350,000			7,350,000			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 (Unaudited)

	Number of Common Shares		Par Value		Additional Paid-in- Capital		Total Capital Stock		Deficit accumulated During the exploration stage			Total

Balance, July 1, 2007		-	$	-	$	-	$	-	$	-		$	-
November 28, 2007
Subscribed for cash at $0.001		4,500,000		4,500		-		4,500		-			4,500
December 18, 2007										-
Subscribed for cash at $0.005		1,600,000		1,600		6,400		8,000		-			8,000
January 18, 2008										-
Subscribed for cash at $0.01		1,250,000		1,250		11,250		12,500					12,500
Net loss										(8,583	)		(8,583	)
Balance, March 31, 2008		7,350,000	$	7,350	$	17,650	$	25,000	$	(8,583	)	$	16,417
Net loss										(38,112	)		(38,112	)
Balance, March 31, 2009		7,350,000	$	7,350	$	17,650	$	25,000	$	(46,695	)	$	(21,695	)
Net loss										(15,527	)		(15,527	)
Balance, December 31, 2009		7,350,000	$	7,350	$	17,650	$	25,000	$	(62,222	)	$	(37,222	)

The Accompanying Notes are an Integral Part of These Financial Statements

LEGEND MINING INC.

(An Exploration Stage Company)

Statements of Cash Flows (Unaudited)

	For nine months ended December 31, 2009			For nine months ended December 31, 2008			From July 1, 2007 (Inception) to December 31, 2009
	(Restated)						(Restated)
Operating activities
Net loss	$	(15,527	)	$	(23,000	)	$	(62,222	)
Adjustments to reconcile net loss to net cash
Accounts payable and accrued liabilities		(9,747	)		(190	)		3,402
Net cash used in operations		(25,274	)		(23,190	)		(58,820	)

Financing activities
Loans from related party		12,671			25,000			37,671
Shares subscribed for cash		-						25,000
Net cash provided by financing activities		12,671			25,000			62,671

Net increase (decrease) in cash		(12,603	)		1,810			3,851

Cash beginning		16,454			17,467			-
Cash (overdraft) ending	$	3,851		$	19,277		$	3,851


Supplemental cash flow information:

Cash paid for:
Interest					-			-
Taxes					-			-

The Accompanying Notes are an Integral Part of These Financial Statements

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

December 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 March 31. The Company is in the exploration stage of its resource business. During the period from July 1, 2007 (inception) to December 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 $62,222 as at December 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.

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

December 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 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 December 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.

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

December 31, 2009

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 December 31, 2009.

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.

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

December 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

At December 31, 2009, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

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

In December 2004, the FASB issued ASC 718, “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 ASC718. 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. ASC718 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 ASC 718 at the beginning of their next fiscal year, instead of the next reporting period as required by ASC 718. The pro-forma disclosures previously permitted under ASC 718 no longer will be an alternative to financial statement recognition. Under ASC 718, 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.

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

December 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

the first quarter of adoption of ASC 718, 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 ASC 718 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 December 31, 2009.

Recent Accounting Pronouncements

Effective July 1, 2009, the Company adopted the Financial Accounting Standard Board (FASB) Accounting Standards Codification, the Hierarchy of Generally Accepted Accounting Principles (ASC 105) (the “Codification”). The Codification is the single source of authoritative nongovernmental US accounting and reporting standards, superseding existing FASB, AICPA, EITF and related literature. The Codification eliminates the hierarchy of generally accepted accounting standards (“GAAP”) and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009, which for the Company is September 30, 2009. There was no change to the Company’s financial statements upon adoption. All accounting references have been updated. FASB references have been replaced with Accounting Standard Codification (“ASC”) references.

In May 2009, the FASB issued ASC 855, Subsequent Events. ASC 855 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. ASC 855 is effective for interim and annual periods ending after June 15, 2009 and shall be applied prospectively. The Company adopted this standard effective April 1, 2009. Subsequent events have been evaluated through

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

December 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

February, 2010, the date the interim financial statements for the nine months ended December 31, 2009 were issued.

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 and nine months ended December 31, 2009. At December 31, 2009, there were no outstanding stock options or warrants.

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

December 31, 2009

5. INCOME TAXES

As of December 31, 2009, the Company had net operating loss carry forwards of approximately $62,222 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. 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 December 31, 2009 is $1,533.

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 December 31, 2009 is $125.

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 December 31, 2009 is $13.

7. 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			Orginal


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


Liabilities and Stockholders' Equity


Current Liabilities
Accounts payable and accrued liabilities	$	13,149			3,149
Notes Payable		25,000			-
Loans from related party		-			25,000
Total Current Liabilities		38,149			28,149


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		(46,695	)		(36,695	)
Total stockholders' equity		(21,695	)		(11,695	)
Total liabilities and stockholders' equity	$	16,454			16,454

Statements of Operations

	Restated			Original

Mineral properties		4,728			4,728
General and Administrative		33,009			23,009
Loss from operations	$	37,737		$	27,737
Other income / expense
Interest expense		375			375
Loss before income taxes	$	38,112		$	28,112
Provision for income taxes		-			-
Net loss	$	38,112		$	28,112

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

Forward-Looking Statements

This Form 10-Q includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.

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

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.

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 director loans. However, we do not have any arrangements in place for any future equity financing.

Results of Operations for the Three-Month Period Ended December 31, 2009

We did not earn any revenues during the three-month period ended December 31, 2009.

We incurred operating expenses in the amount of $6,412 for the three-month period ended December 31, 2009. These operating expenses were comprised of bank and interest charges of $64, interest expense of $546, and professional fees of $5,802.

Results of Operations for the Three-Month Period Ended December 31, 2008

We did not earn any revenues during the three-month period ended December 31, 2008.

We incurred operating expenses in the amount of $12,842 for the three-month period ended December 31, 2008. These operating expenses were comprised of bank and interest charges of $86, expenses related to the mineral property of $4,728, and professional fees of $8,028.

Results of Operations for the Nine-Month Period Ended December 31, 2009

We did not earn any revenues during the nine-month period ended December 31, 2009.

We incurred operating expenses in the amount of $15,527 for the nine-month period ended December 31, 2009. These operating expenses were comprised of bank and interest charges of $234, interest expense of $1,296, and professional fees of $13,997.

Results of Operations for the Nine-Month Period Ended December 31, 2008

We did not earn any revenues during the nine-month period ended December 31, 2008.

We incurred operating expenses in the amount of $23,000 for the nine-month period ended December 31, 2008. These operating expenses were comprised of bank and interest charges of $162, expenses related to the mineral property of $4,728, and professional fees of $18,110.

Results of Operations from July 1, 2007 (inception) to December 31, 2009

No revenues were earned during this period.

We incurred operating expenses in the amount of $62,222 during this period. These operating expenses were comprised of bank and interest charges of $460, professional fees of $47,863, interest expenses of $1,671, and expenses related to the mineral property of $12,228.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2009. This evaluation was conducted by our chief executive officer and principal accounting officer.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

Limitations on the Effective of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their evaluation of our controls, the chief executive officer and principal accounting officer has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

PART II- OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits:

3.1* Articles of Incorporation

3.2* Bylaws

5.1* Legal opinion

31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 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

32.2 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.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 16, 2010

Legend Mining Inc.

/s/ Tao Chen

Tao Chen, President