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.




































































2





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.


3





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.





4


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.


5


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.





6


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.
























































7








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




8





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







































































9





LEGEND MINING INC.(AN EXPLORATION STAGE COMPANY)BALANCESHEETSAS OF MARCH 31, 2011 AND 2010(Audited)AssetsMarch 31,


March 31,2011


2010Current Assets:Cash

$
10,596


$
1,716Prepaid Expense


862



-Total Current Assets


11,458



1,716Total Assets

$
11,458


$
1,716Liabilities and Stockholders' Equity (Deficit)Current LiabilitiesAccounts payable and accrued liabilities

$
8,148


$
7,686Accounts Payable - Related Party


1,000



-Notes Payable


81,800



41,800Accrued Interest


5,772



2,217Total Current Liabilities


96,720



51,703Stockholders' Equity (Deficit)Common stock, par value $0.001 per shares;75,000,000 shares authorized; 7,350,000 sharesIssued and outstanding


7,350



7,350Additional paid-in-capital


17,650



17,650Deficit 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


10





LEGEND MINING INC.(AN EXPLORATION STAGE COMPANY)STATEMENTS OF OPERATIONSFOR THE YEARS ENDED MARCH 31, 2011, AND 2010(Audited)From July 1,2007Years Ended


(Inception) toMarch 31,


March 31,2011


2010


2011Bank charges

$
1,113


$
415


$
1,754General and Administrative


24



-



24Mineral properties


-



-



12,228Professional fees


25,582



26,035



85,483Related Party Consulting Fee


5,000



-



5,000Loss 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 CommonShares Outstanding


7,350,000



7,350,000











The Accompanying Notes Are


an Integral Part of These Financial statements


11





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


During theCommon Stock


Paid-in-


explorationDescription

Shares


Amount


Capital


Stage


TotalBalance- July 1, 2007


-


$
-


$
-


$
-


$
-November 28, 2007Subscribed for cashat $0.001


4,500,000



4,500



-



-



4,500December 18, 2007Subscribed for cashat $0.005


1,600,000



1,600



6,400



-



8,000January 18, 2008Subscribed for cashat $0.01


1,250,000



1,250



11,250



-



12,500Net loss














(8,583
)


(8,583
)Balance- March 31, 2008


7,350,000


$
7,350


$
17,650


$
(8,583
)

$
16,417Net 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


12





LEGEND MINING INC.(AN EXPLORATION STAGE COMPANY)STATEMENTSOF CASH FLOWSFOR THE PERIODS ENDED MARCH 31, 2011, AND 2010(Audited)From July 1, 2007Years Ended


(Inception) toMarch 31,


March 31,2011


2010


2011Operating activitiesNet loss

$
(35,275
)

$
(28,292
)

$
(110,262
)Adjustments to reconcile net loss to net cashLoan (expenses paid on behalf of the Company by third party)


5,000



-



-Prepaid expense


(862
)


-



(1,092
)Accrued interest


3,555



2,217



5,772Accounts payable and accrued liabilities


1,462



(5,463
)


9,378Net Cash (Used in ) Operating Activities


(26,120
)


(31,538
)


(96,204
)Financing activitiesLoans from shareholders


35,000



16,800



81,800Shares subscribed for cash


-



-



25,000Net Cash Provided by Financing Activities


35,000



16,800



106,800Net increase (decrease) in cash


8,880



(14,738
)


10,596Cash and Cash Equivalent - Beginning of Period


1,716



16,454



-Cash and Cash Equivalent - End of Period

$
10,596


$
1,716


$
10,596Supplemental 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


13





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.






14


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.







15


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


2010Current Tax Provision:Federal-Taxable income (loss)

$
(35,275
)

$
(28,292
)Deferred Tax Provision:Federal-Loss carryforwards

$
11,994


$
9,619Change in valuation allowance


(11,994
)


(9,619
)Total deferred tax provision

$
-


$
-





16


6.  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 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.





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.















































17


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





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





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





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





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





Item 9A  Controls and Procedures.





(a)  Evaluation of disclosure controls and procedures





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





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





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





Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934.  Under the supervision and with the participation of our Chief Executive Officer and Chief Accounting Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was ineffective as of March 31, 2011.





18


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





(c)  Changes in Internal Control over Financial Reporting





There have not been any changes in our internal controls or in other factors that occurred during our last fiscal year ended March 31, 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.





Item 9B. Other Information.





None.








PART III





Item 10. Directors, Executive Officers and Corporate Governance.





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





Directors:





Name of Director

AgeTao Chen

41





Executive Officers:





Name of Officer

Age

OfficeTao Chen

41

President, Chief Executive Officer, Secretary and Treasurer








Biographical Information





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





Mr. Chen has acted as our sole director and officer since July 21, 2007. For the past 7 years, Mr. Chen has worked as a General Manager for Guang Zhou Peace Gift Co., Ltd in the gifts export business. Mr. Chen intends to devote approximately 20% of his business time to our affairs. Mr. Chen does not have any technical experience in the mineral exploration property business sector.





Significant Employees and Consultants





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





Conflicts of Interest





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





19


Audit Committee Financial Expert





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





Role and Responsibilities of the Board





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





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





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





Code of Ethics





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





Item 11.  Executive Compensation.





Summary Compensation Table





The table below summarizes all compensation awarded to, earned by, or paid to our executive officers for all services rendered in all capacities to us for the period from our inception through the fiscal period ended March 31, 2011.





SUMMARY COMPENSATION TABLEName

and

Principal

Position
Year
Salary

($)
Bonus

($)
Stock

Awards

($)
Option

Awards

($)
Non-Equity

Incentive

Plan

Compensation

($)
Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)
All

Other

Compens-

ation

($)
Total

($)Tao Chen

President, CEO,

Secretary, Treasurer

and a director
2010

2011
None

5,000
None

None
None

None
None

None
None

None
None

None
None

None
None

5,000Yong Qiao Zhang

President, CEO, Secretary, Treasurer

and a director
2008
None
None
None
None
None
None
None
None





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








20


Option/SAR Grants





We made no grants of stock options or stock appreciation rights to our directors and officers during the period from our inception on July 1, 2007 through the fiscal period ending March 31, 2011.





Compensation of Directors





Our directors do not receive salaries for serving as directors.





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





There is a consulting agreement between our company and Tao Chen effective on November 01, 2010.  The company agrees to pay Tao Chen $1,000 each month for acting as director and officer of the Company starting from November 2010.





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





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





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





Amount ofTitle of
Name and address
beneficial
PercentClass
of  beneficial owner
ownership
of classCommon
Tao Chen
4,500,000
61.22%Stock
President, Chief
SharesExecutive Officer,Secretary, Treasurerand DirectorNo.2 Jiu Qu Jing Rd.,Team 2, Jin Pen VillageZhong Lui Tan TownBai Yun DistrictGuangzhou, ChinaCommon
All Officers and Directors
4,500,000
61.22%Stock
as a group that consists of
sharesone person





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





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


21


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





Transactions with related persons





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





·           any of our directors or executive officers;





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





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





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





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





Item 14.  Principal Accountant Fees and Services.





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





Fiscal year ended


Fiscal year endedMarch 31, 2010


March 31, 2010Audit Fees

$
14,663


$17,625Audit Related Fees


-



-Tax Fees


-



-All Other Fees


-



-





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








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





PART IV





Item 15.  Exhibits Financial Statement Schedules.





(a)  Financial Statements





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





22


Financial Statements for the fiscal year ended March 31, 2011 and March 31, 2010


Report of Independent Registered Public Accounting Firm


Balance Sheets


Statements of Operations


Statement of Stockholders’ Equity (Deficit)


Statements of Cash Flows


Notes to Financial Statements





(b)  Exhibits





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





(c)  Financial Statement Schedules





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





INDEX TO EXHIBITS





Number
Exhibit Description3.1 *
Articles of Incorporation (1)3.2 *
Bylaws (1)14.1**
Code of Ethics23.1
Consent of Seale and Beers, CPAs31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





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


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









































23


SIGNATURES





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





LEGEND MINING INC.





/s/ Tao Chen


Tao Chen


President, Chief Executive Officer and Director


Secretary, Principal Accounting Officer


Principal Financial Officer, Treasurer





July 14, 2011








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


indicated.





/s/ Tao Chen


Tao Chen


President, Chief Executive Officer and Director


Secretary, Principal Accounting Officer


Principal Financial Officer, Treasurer





July 14, 2011

























































24