MALACHITE INNOVATIONS, INC. - Quarter Report: 2010 December (Form 10-Q)
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, 2010
|
|
|
or
|
|
|
[ ]
|
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ 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 [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,350,000 shares of common stock with a par value of $0.001 as of February 14, 2011.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2010, are not necessarily indicative of the results that can be expected for the full year.
LEGEND MINING INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
December 31, 2010
(Unaudited)
2
|
LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM BALANCE SHEETS
AS OF DECEMBER 31, 2010 AND MARCH 31, 2010
(Unaudited)
|
||||||||
|
Assets
|
||||||||
|
December 31,
|
March 31,
|
|||||||
|
2010
|
2010
|
|||||||
|
Current Assets:
|
||||||||
|
Cash
|
$ | 2,759 | $ | 1,716 | ||||
|
Prepaid Expense
|
3,321 | - | ||||||
|
Total Current Assets
|
6,080 | 1,716 | ||||||
|
Total Assets
|
$ | 6,080 | $ | 1,716 | ||||
|
Liabilities and Stockholders' Equity (Deficit)
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
$ | 3,157 | $ | 7,686 | ||||
|
Notes Payable
|
71,800 | 41,800 | ||||||
|
Accrued Interest
|
4,707 | 2,217 | ||||||
|
Total Current Liabilities
|
79,664 | 51,703 | ||||||
|
Stockholders' Equity (Deficit)
|
||||||||
|
Common stock, par value $0.001 per shares;
|
||||||||
|
75,000,000 shares authorized; 7,350,000 shares
|
||||||||
|
Issued and outstanding
|
7,350 | 7,350 | ||||||
|
Additional paid-in-capital
|
17,650 | 17,650 | ||||||
|
Deficit accumulated during the exploration stage
|
(98,584 | ) | (74,987 | ) | ||||
|
Total stockholders' equity (deficit)
|
(73,584 | ) | (49,987 | ) | ||||
|
Total liabilities and stockholders' equity (deficit)
|
$ | 6,080 | $ | 1,716 | ||||
The Accompanying Notes are an Integral Part of These Interim Financial Statements
3
|
LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2010, AND 2009
AND THE INCEPTION THROUGH DECEMBER 31, 2010
(Unaudited)
|
||||||||||||||||||||
|
From July 1,
|
||||||||||||||||||||
|
2007
|
||||||||||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
(Inception) to
|
||||||||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
|
Bank charges
|
$ | 516 | $ | 64 | $ | 918 | $ | 234 | $ | 1,559 | ||||||||||
|
General and Administrative
|
- | - | 60 | - | 60 | |||||||||||||||
|
Mineral properties
|
- | - | - | - | 12,228 | |||||||||||||||
|
Professional fees
|
4,452 | 5,802 | 18,129 | 13,997 | 78,030 | |||||||||||||||
|
Related Party Consulting Fee
|
2,000 | - | 2,000 | - | 2,000 | |||||||||||||||
|
Loss from operations
|
$ | (6,968 | ) | $ | (5,866 | ) | $ | (21,107 | ) | $ | (14,231 | ) | $ | (93,877 | ) | |||||
|
Interest expense
|
(1,009 | ) | (546 | ) | (2,490 | ) | (1,296 | ) | (4,707 | ) | ||||||||||
|
Loss before income taxes
|
(7,977 | ) | (6,412 | ) | (23,597 | ) | (15,527 | ) | (98,584 | ) | ||||||||||
|
Provision for income taxes
|
- | - | - | - | - | |||||||||||||||
|
Net loss
|
$ | (7,977 | ) | $ | (6,412 | ) | $ | (23,597 | ) | $ | (15,527 | ) | $ | (98,584 | ) | |||||
|
Loss per share - Basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
|
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 Interim Financial Statements
4
|
LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2010, AND FROM
INCEPTION THROUGH DECEMBER 31, 2010
(Unaudited)
|
||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||
|
accumulated
|
||||||||||||||||||||
|
Additional
|
During the
|
|||||||||||||||||||
|
Common Stock
|
Paid-in-
|
exploration
|
||||||||||||||||||
|
Description
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
|||||||||||||||
|
Balance- July 1, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
November 28, 2007
|
||||||||||||||||||||
|
Subscribed for cash
|
||||||||||||||||||||
|
at $0.001
|
4,500,000 | 4,500 | - | - | 4,500 | |||||||||||||||
|
December 18, 2007
|
||||||||||||||||||||
|
Subscribed for cash
|
||||||||||||||||||||
|
at $0.005
|
1,600,000 | 1,600 | 6,400 | - | 8,000 | |||||||||||||||
|
January 18, 2008
|
||||||||||||||||||||
|
Subscribed for cash
|
||||||||||||||||||||
|
at $0.01
|
1,250,000 | 1,250 | 11,250 | - | 12,500 | |||||||||||||||
|
Net loss
|
(8,583 | ) | (8,583 | ) | ||||||||||||||||
|
Balance- March 31, 2008
|
7,350,000 | $ | 7,350 | $ | 17,650 | $ | (8,583 | ) | $ | 16,417 | ||||||||||
|
Net loss
|
(38,112 | ) | (38,112 | ) | ||||||||||||||||
|
Balance- March 31, 2009 (restated)
|
7,350,000 | $ | 7,350 | $ | 17,650 | $ | (46,695 | ) | $ | (21,695 | ) | |||||||||
|
Net loss
|
(28,292 | ) | (28,292 | ) | ||||||||||||||||
|
Balance- March 31, 2010
|
7,350,000 | $ | 7,350 | $ | 17,650 | $ | (74,987 | ) | $ | (49,987 | ) | |||||||||
|
Net loss
|
(23,597 | ) | (23,597 | ) | ||||||||||||||||
|
Balance- December 31, 2010
|
7,350,000 | $ | 7,350 | $ | 17,650 | $ | (98,584 | ) | $ | (73,584 | ) | |||||||||
The Accompanying Notes are an Integral Part of These Interim Financial Statements
5
|
LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2010, AND 2009
AND FROM THE INCEPTION THROUGH DECEMBER 31, 2010
(Unaudited)
|
||||||||||||
|
From July 1, 2007
|
||||||||||||
|
Nine Months Ended
|
(Inception) to
|
|||||||||||
|
December 31,
|
December 31,
|
|||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
Operating activities
|
||||||||||||
|
Net loss
|
$ | (23,597 | ) | $ | (15,527 | ) | $ | (98,584 | ) | |||
|
Adjustments to reconcile net loss to net cash
|
||||||||||||
|
Loan (expenses paid on behalf of the Company by third party)
|
5,000 | - | 5,000 | |||||||||
|
Prepaid expense
|
(3,321 | ) | - | (3,321 | ) | |||||||
|
Accrued interest
|
2,490 | - | 4,707 | |||||||||
|
Accounts payable and accrued liabilities
|
(4,529 | ) | (9,747 | ) | 3,157 | |||||||
|
Net Cash (Used in ) Operating Activities
|
(23,957 | ) | (25,274 | ) | (89,041 | ) | ||||||
|
Financing activities
|
||||||||||||
|
Loans from shareholders
|
25,000 | 12,671 | 66,800 | |||||||||
|
Shares subscribed for cash
|
- | - | 25,000 | |||||||||
|
Net Cash Provided by Financing Activities
|
25,000 | 12,671 | 91,800 | |||||||||
|
Net increase (decrease) in cash
|
1,043 | (12,603 | ) | 2,759 | ||||||||
|
Cash and Cash Equivalent - Beginning of Period
|
1,716 | 16,454 | - | |||||||||
|
Cash and Cash Equivalent - End of Period
|
$ | 2,759 | $ | 3,851 | $ | 2,759 | ||||||
|
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
|
Cash paid during the period for:
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income taxes
|
||||||||||||
| $ | - | $ | - | $ | - | |||||||
|
Non-Cash Activities:
|
||||||||||||
|
Loan (expenses paid on behalf of the Company by third party)
|
$ | 5,000 | $ | - | $ | 5,000 | ||||||
The Accompanying Notes are an Integral Part of These Interim Financial Statements
6
LEGEND MINING INC.
(An Exploration Stage Company)
December 31, 2010
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, 2010, the Company commenced operations by issuing shares and acquiring a mineral property located in the Province of Saskatchewan, Canada. 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.
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 $98,584 as at December 31, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans and or private placement of common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Exploration Stage Company
The Company complies with the Financial Accounting Standards Board Statement ASC 915, 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, 2010, any potential costs relating to the retirement of the Company's mineral property interest have not yet been determined.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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.
7
Foreign Currency Translation
The financial statements are presented in United States dollars. The functional currency of the Company is 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.
Cash and Cash Equivalents
For purposes of the Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
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, 2010.
Revenue Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
At December 31, 2010, 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.
8
The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.
Recent Accounting Pronouncements
The Management has evaluated the recently issued accounting pronouncements through the date of this report and has determined that their adoption will not have a material impact on the financial position, results of operations, or cash flows of the Company.
Reclassifications
Certain prior year balances have been reclassified to conform to current year presentation. These changes have no effect on previously reported net loss.
3. COMMON STOCK
The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.
During the period from July 1, 2007 (inception) to March 31, 2008, the Company issued 7,350,000 shares of common stock for total cash proceeds of $25,000. No shares were issued for the year ended March 31, 2010 and nine months ended December 31, 2010. At December 31, 2010, there were no outstanding stock options or warrants.
4. INCOME TAXES
As of December 31, 2010, the Company had net operating loss carry forwards of approximately $98,584 that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision (benefit) for income taxes for the nine months ended December 31, 2010, and 2009, was as follows (using a 34 percent effective Federal income tax rate in 2010 and 2009):
|
Nine months Ended
|
||||||||
|
December 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Current Tax Provision:
|
||||||||
|
Federal-
|
||||||||
|
Taxable income (loss)
|
$
|
(23,597
|
)
|
$
|
(15,527
|
)
|
||
|
Deferred Tax Provision:
|
||||||||
|
Federal-
|
||||||||
|
Loss carryforwards
|
$
|
(8,023
|
)
|
$
|
(5,279
|
)
|
||
|
Change in valuation allowance
|
8,023
|
5,279
|
||||||
|
Total deferred tax provision
|
$
|
-
|
$
|
-
|
||||
5. NOTES PAYABLE
On December 23, 2008, the Company was granted a loan of $25,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $3,033.
On July 31, 2009, the Company was granted a loan of $5,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $426.
9
On December 18, 2009, the Company was granted a loan of $6,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $373.
On March 18, 2010, the Company was granted a loan of $5,800. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as December 31, 2010 is $275.
On June 14, 2010, the company was granted a loan of $5,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $164.
On August 06, 2010, the company was granted a loan of $15,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $362.
On November 16, 2010, the company was granted a loan of $10,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $74.
6. Related Party consulting fee
Starting from November 01, 2010, the Company agrees to pay Tao Chen who act as the President and CEO of the Company, assist the Company with establishing and maintaining proper internal financial controls and procedures, provide managerial advice and assist the Company with its management and business operations and policy development, in exchange for the Company paying Mr. Chen US$1,000 per month payable on the last day of each month. As of December 31, 2010, the Company has paid $2,000 to him for consulting service.
7. Subsequent Events
In accordance with ASC 855-10 Company management reviewed all material events through the date of this report. There are no material subsequent events to report.
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.
10
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 report is to continue to review other potential acquisitions in the resource and non-resource sectors. Currently, we are in the process of completing due diligence reviews of several business opportunities. We expect that these reviews could cost us a total of $20,000 in the next 12 months.
As well, we anticipate spending an additional $20,000 on administrative fees, including fees we will incur in complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $40,000.
We do not currently have enough funds on hand to cover our anticipated expenses for the next 12 months. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or from loans. However, we do not have any arrangements in place for any future equity financing.
Liquidity and Capital Resources
As of December 31, 2010, we had total current assets of $6,080 and total assets of $6,080. Our total current assets as of December 31, 2010 comprise of cash in the amount of $2,759 and prepaid expenses in the amount of $3,321. Our total current liabilities as of December 31, 2010 were $79,664 represented by accounts payable and accrued liabilities of $3,157, notes payable of $71,800 and accrued interest of $4,707. As a result, on December 31, 2010, we had a working capital deficiency of $73,584.
We are an exploration stage corporation and have not generated any revenue to date from our activities. Despite our hope for revenues in the foreseeable future, we believe that revenues will be sparse and irregular and, if we receive any at all, will be far less than necessary to carry out our business forward without additional financing. We have cash in the amount of $2,759 as of December 31, 2010, which is not anticipated to be sufficient to meet our projected expenditures in the next twelve months. Thus, in order to meet our capital needs, we will most likely need to raise funds from other sources to remain in business. We intend to raise additional money through private placements or shareholder loans; however, there can be no assurance that we will be able to raise additional money in the future. If we need additional capital and cannot raise the necessary amount, we will either be required to suspend activities until we do raise the cash or cease activity entirely.
Results of Operations
Operating activities used $89,041 in cash for the period from inception (July 1, 2007) to December 31, 2010. Our net loss of $98,584 was the primary component of our negative operating cash flow. Net cash flows provided by financing activities for the period from inception (July 1, 2007) to December 31, 2010 was $91,800 represented as loans from a consultant and another investor totaling $71,800 and proceeds from the sale of our common stock of $25,000.
We incurred operating expenses in the amount of $93,877 for the period from inception (July 1, 2007) to December 31, 2010. These operating expenses were comprised of bank charges of $1,559, mineral property expenses of $12,228, and professional fees of $78,030, General& Administration of $60, Related Party Consulting Fee of $2,000 and interest expenses of $4,707.
11
Three Month Period Ended December 31, 2010
Revenues: We did not generate any revenues during the three month period ended December 31, 2010.
Professional fees: Professional fees were $4,452 and $5,802 for the three months ended December 31, 2010 and 2009, respectively.
Bank charges: Bank charges were $516 and $64 for the three months ended December 31, 2010 and 2009, respectively.
Mineral property: Mineral property expenses were Nil and Nil for the three months ended December 31, 2010 and 2009, respectively.
G & A expense: G&A expense was Nil and Nil for the three months ended December 31, 2010 and 2009, respectively.
Related Party Consulting Fee: Related Party Consulting fee was $2,000 and Nil for the three months ended December 31, 2010 and 2009, respectively.
Interest expense: Interest expenses were $1,009 and $546 for the three months ended December 31, 2010 and 2009, respectively.
Net Loss: Net loss was $7,977 and $6,412 for the three months ended December 31, 2010 and 2009, respectively. This increase in net loss of $1,565 resulted primarily from an increase in professional expenses, related party consulting fee and interest expense during the three months ended December 31, 2010.
Nine Month Period Ended December 31, 2010
Revenues: We did not generate any revenues during the nine month period ended December 31, 2010.
Professional fees: Professional fees were $18,129 and $13,997 for the nine months ended December 31, 2010 and 2009, respectively.
Bank charges: Bank charges were $918 and $234 for the nine months ended December 31, 2010 and 2009, respectively.
Mineral property: Mineral property expenses were Nil and Nil for the nine months ended December 31, 2010 and 2009, respectively.
G&A expense: General and Administration was $60 and Nil for the nine months ended December 31, 2010 and 2009, respectively.
Related Party Consulting Fee: Related Party Consulting fee was $2,000 and Nil for the nine months ended December 31, 2010 and 2009, respectively.
Interest expense: Interest expenses were $2,490 and $1,296 for the nine months ended December 31, 2010 and 2009, respectively.
Net Loss: Net loss was $23,597 and $15,527 for the nine months ended December 31, 2010 and 2009, respectively. This increase in net loss of $8,070 resulted primarily from an increase in professional expenses, bank charges, related party consulting fee and interest expense during the nine months ended December 31, 2010.
Loan Obligations
On December 23, 2008, we were granted a loan of $25,000 to us. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $3,033.
12
On July 31, 2009, we were granted a loan of $5,000 to us. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $426.
On December 18, 2009, we were granted a loan of $6,000 to us. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $373.
On March 18, 2010, we were granted a loan of $5,800 to us. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as December 31, 2010 is $275.
On June 14, 2010, we were granted a loan of $5,000 to us. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $164.
On August 06, 2010, we were granted a loan of $15,000 to us. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $362.
On November 16, 2010, we were granted a loan of $10,000 to us. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of December 31, 2010 is $74.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern Statement
We have negative working capital, have not yet received revenues from sales of products or services, and have recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.
Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended March 31, 2010, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls
We evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2010. 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.
13
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 over financial reporting.
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. [Removed and Reserved]
N/A.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibits:
|
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 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
|
|
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
14
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 15, 2011
Legend Mining Inc.
/s/ Tao Chen
Tao Chen, President
15