MALACHITE INNOVATIONS, INC. - Annual Report: 2011 (Form 10-K)

lgnd_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2011

Commission File # 333-152830

LEGEND MINING INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

75-3268988

(IRS Employer Identification Number)

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

Guangdong Province, China

(Address of principal executive offices)

86-13268166474

(Registrant’s telephone number)

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

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

Common Stock, Par Value $0.001 per share

(Title of Class)

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

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

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

Indicate by check mark 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*

*The registrant has not yet been phased into the interactive data requirements.

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

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

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 are issued and outstanding as of May 18, 2011.

Documents incorporated by reference: None.

DESCRIPTION OF BUSINESS

Business Development

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

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

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

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

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

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

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

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

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

Employees

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

Research and Development Expenditures

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

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

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

Dependence on Major Customers

We have no customers.

Item 1A. Risk Factors

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

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We do not own or lease any property.

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. [Removed and Reserved]

N/A

PART II

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

Market Information

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

Holders

As of May 18, 2011 there are 30 holders of our common stock.

Dividends

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

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

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

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

Securities authorized for issuance under equity compensation plans

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

Performance graph

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

Recent sales of unregistered securities

None.

Issuer Repurchases of Equity Securities

None.

Item 6. Selected Financial Data.

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

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

Forward-looking statements

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

Plan of Operation

Our plan of operation for the twelve months following the date of this annual report is to continue to review other potential acquisitions in the resource and non-resource sectors. Currently, we are in the process of completing due diligence reviews of several business opportunities. We expect that these reviews could cost us a total of $30,000 in the next 12 months.

As well, we anticipate spending an additional $30,000 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 $60,000.

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

Results of Operations

We did not earn any revenues for the year ended March 31, 2011. We incurred operating expenses in the amount of $35,275 for the year ended March 31, 2011, compared to $26,450 for the year ended March 31, 2010, consisting of general and administrative expenses of $31,734 and interest expense of $3,556. At March 31, 2011, we had assets of $11,688 ($1,716 – March 31, 2010) consisting of cash and we had total liabilities recorded at $96,950 ($51,703 - March 31, 2010). These consisted of loans of $81,800 and accounts payable and accrued liabilities of $9,378.

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, 2011, and have incurred operating expenses in the amount of $110,262 for the same period. Our activities have been financed from the proceeds of share subscriptions and loans from a non-related party.

For the period from inception on July 1, 2007 through March 31, 2011, we incurred general and administrative expenses of $92,276, mineral property expenses of $12,228, and interest expense of $5,773.

During the year ended March 31, 2011, we incurred a net loss of $(35,275), which resulted in an accumulated deficit of $(110,262).

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 $10,596 as of March 31, 2011, compared to a cash position of $1,716 at March 31, 2010. Since inception through to and including March 31, 2011, we have raised $25,000 through private placements of our common shares and we have received contributed capital from a consultant of $81,800.

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

Loan Obligations

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 March 31, 2011 is $3,403.

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 March 31, 20011 is $500.

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 March 31, 2011 is $462.

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 of March 31, 2011 is $360.

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 March 31, 2011 is $238.

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 March 31, 2011 is $585.

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 March 31, 2011 is $222.

On March 30, 2011, 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 March 31, 2011 is $2.

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.

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, 2011, 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 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.

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

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, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and since inception on July 1, 2007 through March 31, 2011. Legend Mining’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and since inception on July 1, 2007 through March 31, 2011, 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 earned no revenues since inception, has negative working capital at March 31, 2011, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

July 12, 2011

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

LEGEND MINING INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

March 31, 2011

(Audited)

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
AS OF MARCH 31, 2011 AND 2010
(Audited)

Assets

	March 31,			March 31,
	2011			2010

Current Assets:
Cash	$	10,596		$	1,716
Prepaid Expense		862			-
Total Current Assets		11,458			1,716
Total Assets	$	11,458		$	1,716


Liabilities and Stockholders' Equity (Deficit)


Current Liabilities
Accounts payable and accrued liabilities	$	8,148		$	7,686
Accounts Payable - Related Party		1,000			-
Notes Payable		81,800			41,800
Accrued Interest		5,772			2,217
Total Current Liabilities		96,720			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		(110,262	)		(74,987	)
Total stockholders' equity (deficit)		(85,262	)		(49,987	)
Total liabilities and stockholders' equity (deficit)	$	11,458		$	1,716

The Accompanying Notes Are

an Integral Part of These Financial statements

LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2011, AND 2010
(Audited)

							From July 1,
							2007
	Years Ended						(Inception) to
	March 31,						March 31,
	2011			2010			2011


Bank charges	$	1,113		$	415		$	1,754
General and Administrative		24			-			24
Mineral properties		-			-			12,228
Professional fees		25,582			26,035			85,483
Related Party Consulting Fee		5,000			-			5,000
Loss from operations	$	(31,719	)	$	(26,450	)	$	(104,489	)
Interest expense		(3,556	)		(1,842	)		(5,773	)
Loss before income taxes		(35,275	)		(28,292	)		(110,262	)
Provision for income taxes		-			-			-
Net loss	$	(35,275	)	$	(28,292	)	$	(110,262	)

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

The Accompanying Notes Are

an Integral Part of These Financial statements

LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIODS ENDED MARCH 31, 2011, AND 2010
(Audited)

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

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

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

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

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

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

Net loss								(35,275	)		(35,275	)

Balance- March 31, 2011		7,350,000	$	7,350	$	17,650	$	(110,262	)	$	(85,262	)

The Accompanying Notes Are

an Integral Part of These Financial statements

LEGEND MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED MARCH 31, 2011, AND 2010
(Audited)

							From July 1, 2007
	Years Ended						(Inception) to
	March 31,						March 31,
	2011			2010			2011

Operating activities
Net loss	$	(35,275	)	$	(28,292	)	$	(110,262	)
Adjustments to reconcile net loss to net cash
Loan (expenses paid on behalf of the Company by third party)		5,000			-			-
Prepaid expense		(862	)		-			(1,092	)
Accrued interest		3,555			2,217			5,772
Accounts payable and accrued liabilities		1,462			(5,463	)		9,378
Net Cash (Used in ) Operating Activities		(26,120	)		(31,538	)		(96,204	)

Financing activities
Loans from shareholders		35,000			16,800			81,800
Shares subscribed for cash		-			-			25,000
Net Cash Provided by Financing Activities		35,000			16,800			106,800

Net increase (decrease) in cash		8,880			(14,738	)		10,596

Cash and Cash Equivalent - Beginning of Period		1,716			16,454			-
Cash and Cash Equivalent - End of Period	$	10,596		$	1,716		$	10,596

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 Financial statements

LEGEND MINING INC.

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2011 And 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 March 31, 2011, the Company commenced operations by issuing shares and acquiring a mineral property located in the Province of Saskatchewan, Canada.

2. GOING CONCERN

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 $110,262 as at March 31, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans and or private placement of common stock. There is no assurance that the Company will be able to obtain further loans, or that the company will be able to raise money via a private placement.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Exploration Stage Company

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

Mineral Interests

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. 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.

Use of Estimates and Assumptions

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

Foreign Currency Translation

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

Fair Value of Financial Instruments

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

Advertising Costs

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

Revenue Recognition

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

Environmental Costs

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

Income Taxes

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

Basic and Diluted Loss Per Share

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

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

Stock-based Compensation

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

The Company did not record any compensation expense for the period ended March 31, 2011 because there were no stock options outstanding at March 31, 2011.

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.

4. COMMON STOCK

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

During the period from July 1, 2007 (inception) to March 31, 2008, the Company issued 7,350,000 shares of common stock for total cash proceeds of $25,000. No shares were issued in the years ended March 31, 2010 and 2011. As at March 31, 2011, there were no outstanding stock options or warrants.

5. INCOME TAXES

As of March 31, 2011, the Company had net operating loss carry forwards of approximately $110,262 that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision (benefit) for income taxes for the years ended March 31, 2011, and 2010, was as follows (using a 34 percent effective Federal income tax rate in 2011 and 2010):

	March 31,			March 31,
	2011			2010

Current Tax Provision:
Federal-
Taxable income (loss)	$	(35,275	)	$	(28,292	)


Deferred Tax Provision:
Federal-
Loss carryforwards	$	11,994		$	9,619
Change in valuation allowance		(11,994	)		(9,619	)

Total deferred tax provision	$	-		$	-

6. NOTES PAYABLE