UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


____________________________





FORM
10-K/A


____________________________





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


EXCHANGE
ACT OF 1934





For the
fiscal year ended March 31, 2009





Commission
File # 333-152830





LEGEND
MINING INC.


(Exact
name of registrant as specified in its charter)





Nevada


(State
or other jurisdiction of incorporation or organization)





75-3268988


(IRS
Employer Identification Number)





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


Guangdong
Province, China


(Address
of principal executive offices)





86-13268166474


(Registrant’s
telephone number)







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




None.




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




Common
Stock, Par Value $0.001 per share


(Title of
Class)







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. [   ] Yes    [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 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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of the last
business day of the registrant’s most recently completed fiscal year end. $28,500.




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 7,350,000 shares of common stock
issued and outstanding as of February 16, 2010.





Documents
incorporated by reference: None.














2


Table
of Contents





Item
            
            PageItem
      1.
            Business
            4Item
      1A.
            Risk
      Factors
            5Item
      1B.
            Unresolved Staff
Comments
            5Item
      2.
            Properties
            5Item
      3.
            Legal
      Proceedings
            5Item
      4.
            Submission of Matters to a Vote of Security
      Holders
            5Item
      5.
            Market for Registrant’s Common
      Equity, Related Stockholder Matters and IssuerPurchases of
      Securities
            6Item
      6.
            Selected
      Financial Data
            6Item
      7.
            Management’s Discussion and
      Analysis of Financial Condition and Results ofOperations
            6Item
      7A.
            Quantitative and Qualitative Disclosures About
      Market Risk
            8Item
      8.
            Financial Statements and Supplementary
      Data
            8Item
      9.
            Changes in and Disagreements With
      Accountants on Accounting and FinancialDisclosure
            27Item
      9A(t).
            Controls and Procedures
            28Item
      9B.
            Other
      Information
            29Item
      10.
            Directors, Executive Officers and Corporate
      Governance
            29Item
      11.
            Executive Compensation
            30Item
      12.
            Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
            31Item
      13.
            Certain
      Relationships and Related Transactions and Director
      Independence
            32Item
      14.
            Principal Accountant Fees and
      Services
            32Item
      15.
            Exhibits and Financial Statement
      Schedules
            33SIGNATURES
            34





























































3


PART
I


Item 1. Business


DESCRIPTION OF
BUSINESS





Business
Development





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





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


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


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





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





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


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





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





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





Employees





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





Research
and Development Expenditures





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





Subsidiaries





We do not
have any subsidiaries.





Patents
and Trademarks





We
donot
own, either legally or beneficially, any patents or trademarks.





Dependence
on Major Customers





We have
no customers.





4





Item 1A.  Risk Factors





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





Item 1B.  Unresolved Staff Comments





None.





Item2.  Properties





We do not
own or lease any property.





Item 3.  Legal Proceedings





There are
no legal proceedings pending or threatened against us.





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





No
matters were submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.








PART
II





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





Market
Information





In the
most recently completed fiscal year ended March 31, 2009, our shares of common
stock were quoted through the facilities of the OTC Bulletin Board from April 1,
2009 until July 6, 2009.  However, none of our shares traded through the
OTC Bulletin Board electronic market during that time. 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.





Accordingly,
our shares of common stock do not currently trade on any stock exchange or
through the facilities of any quotation system.  While we have applied to
have our shares of common stock re-quoted for trading on the OTC Bulletin Board,
there is no guarantee that we will be successful.





Holders





As of
February 16, 2010 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:


5





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


6





The
following discussion and analysis should be read in conjunction with the
information set forth in our audited financial statements for the period ended
October 31, 2008.





Plan
of Operation





Our plan
of operation for the twelve months following the date of this annual report is
to continue to review other potential acquisitions in the resource and
non-resource sectors.  Currently, we are in the process of completing due
diligence reviews of several business opportunities.  We expect that these
reviews could cost us a total of $20,000 in the next 12 months.





As well,
we anticipate spending an additional $20,000 on administrative fees, including
fees we will incur in complying with reporting obligations.  Total
expenditures over the next 12 months are therefore expected to be
$40,000.





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





Results
of Operations





We did
not earn any revenues for the year ended March 31, 2009.  We incurred
operating expenses in the amount of $38,112 for the year ended March 31, 2009,
compared to $8,583 for the year ended March 31, 2008, consisting of general and
administrative expenses of $33,009, mineral property expenses of $4,728, and
interest expense of $375.  At March 31, 2009, we had assets of $16,454
($17,467 – March 31, 2008) consisting of cash and we had total liabilities
recorded at $38,149 ($1,050 - March 31, 2008).  These consisted of loans
from a related party of $25,000 and accounts payable and accrued liabilities of
$13,149.





We have
not attained profitable operations and are depending on obtaining financing to
continue to search for a new acquisition.  For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.





We have
had no operating revenues since our inception on July 1, 2007 through March 31,
2009, and have incurred operating expenses in the amount of $46,695 for the same
period.  Our activities have been financed from the proceeds of share
subscriptions and loans from a related party.





For the
period from inception on July 1, 2007 through March 31, 2009, we incurred
general and administrative expenses of $34,092, mineral property expenses of
$12,228, and interest expense of $375.





During
the year ended March 31, 2009, we incurred a net loss of $(38,112), which
resulted in an accumulated deficit of $(46,695).





Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles.  We have expensed all development costs related to
our establishment.





7


Liquidity
and Capital Resources





We had
cash of $16,454 as of March 31, 2009, compared to a cash position of $17,467 at
March 31, 2008.  Since inception through to and including March 31, 2009,
we have raised $25,000 through private placements of our common shares and we
have received contributed capital by related parties of $25,000.





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





Off-balance
sheet arrangements





We have
no off-balance sheet arrangements including arrangements that would affect our
liquidity, capital resources, market risk support and credit risk support or
other benefits.




Item 7A.  Quantitative and Qualitative Disclosures About
Market Risk.





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





Item 8.  Financial Statements and Supplementary
Data.
































8














































Legend
Mining Inc.






(An
Exploration Stage Company)













Financial
Statements






March 31,
2009 and 2008




























































9







SEALE AND BEERS, CPAs




PCAOB & CPAB REGISTERED
AUDITORS


www.sealebeers.com








REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


Legend
Mining Inc.


(An
Exploration Stage Company)





We have
audited the accompanying balance sheets of Legend Mining Inc. (AnExploration Stage Company) as
of March 31, 2009 and March 31, 2008, and the related statements of operations,
stockholders’ equity (deficit) and cash flows for the year ended March 31, 2009,
and since inception on July 1, 2007 through March 31, 2008, and since inception
on July 1, 2007 through March 31, 2009. These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Legend Mining Inc. (An Exploration
Stage Company) as of March 31, 2009, and since inception on July 1, 2007 through
March 31, 2008, and since inception on July 1, 2007 through March 31, 2009, and
the related statements of operations, stockholders’ equity (deficit) and cash
flows for the year ended March 31, 2009, and since inception on July 1, 2007
through March 31, 2008, and since inception on July 1, 2007 through March 31,
2009, in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has incurred losses since inception resulting
in an accumulated deficit of $46,695 as at March 31, 2009, 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, CPA





Seale and
Beers, CPAs


Las
Vegas, Nevada


February
16, 2010





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


10


LEGEND
MINING INC.


(An
Exploration Stage Company)


Balance
Sheets





AssetsMarch
      31,
            
            
            March
      31,2009
            
            
            2008(Restated)Current
      AssetsCash
            
            $
            16,454
            
            
            
            17,467Total
      Assets
            
            $
            16,454
            
            
            
            17,467Liabilities
      and Stockholders' EquityCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
            
            $
            13,149
            
            
            
            1,050Notes
      Payable (Note 6)
            
            
            25,000
            
            
            
            -Total
      Current Liabilities
            
            
            38,149
            
            
            
            1,050Stockholders'
      EquityCapital
      stockAuthorized:
              75,000,000
      common shares with a par value of $0.001Issued
      and outstanding:7,350,000
      common shares
            
            
            7,350
            
            
            
            7,350Additional
      paid-in-capital
            
            
            17,650
            
            
            
            17,650Deficit
      accumulated during the exploration stage
            
            
            (46,695
            )
            
            
            (8,583
            )Total
      stockholders' equity
            
            
            (21,695
            )
            
            
            16,417Total
      liabilities and stockholders' equity
            
            $
            16,454
            
            
            
            17,467Nature and continuance of
      operations(Note 1)








The
Accompanying Notes are an Integral Part of These Financial
Statements





11


LEGEND
MINING INC.


(An
Exploration Stage Company)


Statements
of Operations





For
      the year ended March 31, 2009
            
            
            From
      July 1, 2007 (Inception) to March 31, 2008
            
            
            From
      July 1,
              2007
              (Inception)
              to
              March
      31,
              2009(Restated)
            
            
            
            
            
            (Restated)Mineral
      properties
            
            
            4,728
            
            
            
            7,500
            
            
            
            12,228General
      and Administrative
            
            
            33,009
            
            
            
            1,083
            
            
            
            34,092Loss
      from operations
            
            $
            37,737
            
            
            $
            8,583
            
            
            $
            46,320Other
      income / expenseInterest
      expense
            
            
            375
            
            
            
            
            
            
            
            375Loss
      before income taxes
            
            $
            38,112
            
            
            $
            8,583
            
            
            $
            46,695Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss
            
            $
            38,112
            
            
            $
            8,583
            
            
            $
            46,695Loss
      per share - Basic and diluted
            
            $
            (0.01
            )
            
            $
            (0.00
            )Weighted
      Average Number of Common Shares Outstanding
            
            
            7,350,000
            
            
            
            2,974,630














The
Accompanying Notes are an Integral Part of These Financial
Statements





12


LEGEND
MINING INC.


(An
Exploration Stage Company)


Statements
of Stockholders' Equity








Number
      of
              Common
              Shares
            
            
            Par
              Value
            
            
            Additional
              Paid-in-
              Capital
            
            
            Deficit
              accumulated
              During
      the
              exploration
              stage
            
            
            Total
      Stockholders EquityBalance,
      July 1, 2007
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -November
      28, 2007Subscribed
      for cash at $0.001
            
            
            4,500,000
            
            
            
            4,500
            
            
            
            -
            
            
            
            -
            
            
            
            4,500December
      18, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -Subscribed
      for cash at $0.005
            
            
            1,600,000
            
            
            
            1,600
            
            
            
            6,400
            
            
            
            -
            
            
            
            8,000January
      18, 2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -Subscribed
      for cash at $0.01
            
            
            1,250,000
            
            
            
            1,250
            
            
            
            11,250
            
            
            
            
            
            
            
            12,500Net
      loss  (Restated)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (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
            
            
            7,350,000
            
            
            $
            7,350
            
            
            $
            17,650
            
            
            $
            (46,695
            )
            
            $
            (21,695
            )

















The
Accompanying Notes are an Integral Part of These Financial
Statements





13


LEGEND
MINING INC.


(An
Exploration Stage Company)


Statements
of Cash Flows





For
      year ended March 31, 2009
            
            
            From
      July 1, 2007 (Inception) to March 31, 2008
            
            
            From
      July 1, 2007
              (Inception)
              to
              March
      31, 2009(Restated)
            
            
            
            
            
            (Restated)Operating
      activitiesNet
      loss
            
            $
            (38,112
            )
            
            $
            (8,583
            )
            
            $
            (46,695
            )Adjustments
      to reconcile net loss to net cashAccounts
      payable and accrued liabilities
            
            
            12,099
            
            
            
            1,050
            
            
            
            13,149Net
      cash used in operations
            
            
            (26,013
            )
            
            
            (7,533
            )
            
            
            (33,546
            )Financing
      activitiesLoans
      from related party
            
            
            25,000
            
            
            
            
            
            
            
            25,000Shares
      subscribed for cash
            
            
            
            
            
            
            25,000
            
            
            
            25,000Net
      cash provided by financing activities
            
            
            25,000
            
            
            
            25,000
            
            
            
            50,000Net
      increase (decrease) in cash
            
            
            (1,013
            )
            
            
            17,467
            
            
            
            16,454Cash
      beginning
            
            
            17,467
            
            
            
            -
            
            
            
            -Cash
      (overdraft) ending
            
            $
            16,454
            
            
            $
            17,467
            
            
            $
            16,454Supplemental
      cash flow information:Cash
      paid for:Interest
            
            
            
            
            
            
            -
            
            
            
            -Taxes
            
            
            
            
            
            
            -
            
            
            
            -











The
Accompanying Notes are an Integral Part of These Financial
Statements





14


LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








1.
 NATURE AND CONTINUANCE OF OPERATIONS





LEGEND
MINING INC. (the “Company”) was incorporated under the laws of State of Nevada,
U.S. on July 1, 2007, with an authorized capital of 75,000,000 common shares
with a par value of $0.001.  The Company's year end is the end of March.
 The Company is in the exploration stage of its resource business.
 During the period from July 1, 2007 (inception) to March 31, 2009, the
Company commenced operations by issuing shares and acquiring a mineral property
located in the Province of Saskatchewan, Canada.  The Company has not yet
determined whether this property contains reserves that are economically
recoverable.  The recoverability of costs incurred for acquisition and
exploration of the property will be dependent upon the discovery of economically
recoverable reserves, confirmation of the Company's interest in the underlying
property, the ability of the Company to obtain necessary financing to satisfy
the expenditure requirements under the property agreement and to complete the
development of the property and upon future profitable production or proceeds
for the sale thereof.





These
financial statements have been prepared on a going concern basis which assumes
the Company will be able to realize its assets and discharge its liabilities in
the normal course of business for the foreseeable future.  The Company has
incurred losses since inception resulting in an accumulated deficit of $46,695
as at March 31, 2009 and further losses are anticipated in the development of
its business raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the future and/or
to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come due.
Management intends to finance operating costs over the next twelve months with
existing cash on hand and loans from directors and or private placement of
common stock.





2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
Presentation





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





15


LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Exploration Stage
Company





The
Company complies with the Financial Accounting Standards Board Statement No. 7,
its characterization of the Company as an exploration stage
enterprise.





Mineral
Interests





Mineral
property acquisition, exploration and development costs are expensed as incurred
until such time as economic reserves are quantified.  To date the Company
has not established any proven or probable reserves on its mineral properties.
 The Company has adopted the provisions of SFAS No. 143 “Accounting for
Asset Retirement Obligations” which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets. As at March 31, 2009, any potential costs relating to the retirement of
the Company's mineral property interest has not yet been
determined.





Use of Estimates and
Assumptions





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





Foreign Currency
Translation





The
financial statements are presented in United States dollars.  In accordance
with Statement of Financial Accounting Standards No. 52, “Foreign Currency
Translation”, foreign denominated monetary assets and liabilities are translated
into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date.  Non monetary assets and liabilities
are translated at the exchange rates prevailing on the transaction date. Revenue
and expenses are translated at average rates of exchange during the year.
 Gains or losses resulting from foreign currency transactions are included
in results of operations.





16


LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Fair Value of Financial
Instruments





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





Advertising
Costs





The
Company expenses advertising costs as incurred. No advertising expense was
charged to operations for the
period from inception on July 1, 2007 through March 31, 2008, and the year ended
March 31, 2009.





Environmental
Costs





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





Income
Taxes





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





At March
31, 2008, and at March 31, 2009, a full deferred tax asset valuation allowance
has been provided and no deferred tax asset has been recorded.





17


LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Basic and Diluted Loss Per
Share





The
Company computes loss per share in accordance with SFAS No. 128, “Earnings per
Share” which requires presentation of both basic and diluted earnings per share
on the face of the statement of operations. Basic loss per share is computed by
dividing net loss available to common shareholders by the weighted average
number of outstanding common shares during the period. Diluted loss per share
gives effect to all dilutive potential common shares outstanding during the
period.  Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.





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





Stock-based
Compensation





In
December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which
replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded
APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In
January 2005, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which
provides supplemental implementation guidance for SFAS No. 123R. SFAS No.
123R requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on
the grant date fair value of the award. SFAS No. 123R was to be effective for
interim or annual reporting periods beginning on or after June 15, 2005, but in
April 2005 the SEC issued a rule that will permit most registrants to implement
SFAS No. 123R at the beginning of their next fiscal year, instead of the next
reporting period as required by SFAS No. 123R. The pro-forma disclosures
previously permitted under SFAS No. 123 no longer will be an alternative to
financial statement recognition. Under SFAS No. 123R, the Company must determine
the appropriate fair value model to be used for valuing share-based payments,
the amortization method for compensation cost and the transition method to be
used at date of adoption.





The
transition methods include prospective and retroactive adoption options. Under
the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of





18


LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





the first
quarter of adoption of SFAS No. 123R, while the retroactive methods would record
compensation expense for all unvested stock options and restricted stock
beginning with the first period restated. The Company adopted the modified
prospective approach of SFAS No. 123R for the year ended October 31, 2006.
The Company did not record any compensation expense for the period
ended January 31, 2007 because there were no stock options outstanding prior to
the adoption or at March 31, 2009.





Recent Accounting
Pronouncements





Below is
a listing of the most recent accounting standards and their effect on the
Company.





In
January 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic
932): Oil and Gas Reserve Estimation and Disclosures.  This amendment
to Topic 932 has improved the reserve estimation and disclosure requirements by
(1) updating the reserve estimation requirements for changes in practice and
technology that have occurred over the last several decades and (2) expanding
the disclosure requirements for equity method investments.  This is
effective for annual reporting periods ending on or after December 31,
2009.  However, an entity that becomes subject to the disclosures
because of the change to the definition oil- and gas- producing activities may
elect to provide those disclosures in annual periods beginning after December
31, 2009.  Early adoption is not permitted.  The Company
does not expect the provisions of ASU 2010-03 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary.  This amendment to Topic 810 clarifies, but does not
change, the scope of current US GAAP.  It clarifies the decrease in
ownership provisions of Subtopic 810-10 and removes the potential conflict
between guidance in that Subtopic and asset derecognition and gain or loss
recognition guidance that may exist in other US GAAP.  An entity will
be required to follow the amended guidance beginning in the period that it first
adopts FAS 160 (now included in Subtopic 810-10).  For those entities
that have already adopted FAS 160, the amendments are effective at the beginning
of the first interim or annual reporting period ending on or after December 15,
2009. The amendments should be applied retrospectively to the first period that
an entity adopted FAS 160.  The Company does not





19


LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





expect
the provisions of ASU 2010-02 to have a material effect on the financial
position, results of operations or cash flows of the Company.





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force).  This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual periods ending
on or after December 15, 2009, and would be applied on a retrospective
basis.  The Company does not expect the provisions of ASU 2010-01 to
have a material effect on the financial position, results of operations or cash
flows of the Company.





In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities.  This Accounting Standards
Update amends the FASB Accounting Standards Codification for Statement 167. (See
FAS 167 effective date below)





In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial
Assets.  This Accounting Standards Update amends the FASB Accounting
Standards Codification for Statement 166. (See FAS 166 effective date
below)





In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing.  This Accounting Standards Update amends the FASB
Accounting Standard Codification for EITF 09-1.  (See EITF 09-1
effective date below)


In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software
Elements.  This update changed the accounting model for revenue
arrangements that include both tangible products and software
elements.  Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June 15,
2010.  Early adoption is permitted.  The Company does not
expect the provisions of ASU 2009-14 to have a material effect on the financial
position, results of operations or cash flows of the Company.


20





LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)








In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements.  This update addressed the accounting for
multiple-deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than a combined unit and will be
separated in more circumstances that under existing US GAAP.  This
amendment has eliminated that residual method of
allocation.  Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June 15,
2010.  Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.





In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent).  This update
provides amendments to Topic 820 for the fair value measurement of investments
in certain entities that calculate net asset value per share (or its
equivalent).  It is effective for interim and annual periods ending
after December 15, 2009.  Early application is permitted in financial
statements for earlier interim and annual periods that have not been issued. The
Company does not expect the provisions of ASU 2009-12 to have a material effect
on the financial position, results of operations or cash flows of the
Company.





In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance” (“EITF
09-1”).  The provisions of EITF 09-1, clarifies the accounting
treatment and disclosure of share-lending arrangements that are classified as
equity in the financial statements of the share lender.  An example of
a share-lending arrangement is an agreement between the Company (share lender)
and an investment bank (share borrower) which allows the investment bank to use
the loaned shares to enter into equity derivative contracts with
investors.  EITF 09-1 is effective for fiscal years that beginning on
or after December 15, 2009 and requires retrospective application for all
arrangements outstanding as of the beginning of fiscal years beginning on or
after December 15, 2009.   Share-lending arrangements that have
been terminated as a result of counterparty default prior to December 15, 2009,
but for which the entity has not reached a final settlement as of December 15,
2009 are within the scope.  Effective for share-lending arrangements
entered into on or after the beginning of the first reporting period that begins
on or after


21





LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)








June 15,
2009.  The Company does not expect the provisions of EITF 09-1 to have
a material effect on the financial position, results of operations or cash flows
of the Company.





In June
2009, the FASB issued SFAS No. 168 (ASC Topic 105), “The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles – a replacement of FASB Statement No. 162” (“SFAS No.
168”).  Under SFAS No. 168 the “FASB Accounting Standards
Codification” (“Codification”) will become the source of authoritative US GAAP
to be applied by nongovernmental entities.  Rules and interpretive
releases of the Securities and Exchange Commission (“SEC”) under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. SFAS No. 168 is effective for financial statements issued for
interim and annual periods ending after September 15, 2009.  On the
effective date, the Codification will supersede all then-existing non-SEC
accounting and reporting standards. All other non-grandfathered non-SEC
accounting literature not included in the Codification will become
non-authoritative. SFAS No. 168 is effective for the Company’s interim quarterly
period beginning July 1, 2009. The Company does not expect the adoption of SFAS
No. 168 to have an impact on the financial statements.





In
June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), “Amendments to FASB
Interpretation No. 46(R) (“SFAS 167”).   SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The provisions
of SFAS 167 significantly affect the overall consolidation analysis under FASB
Interpretation No. 46(R).  SFAS 167 is effective as of the beginning
of the first fiscal year that begins after November 15, 2009. SFAS 167 will be
effective for the Company beginning in 2010. The Company does not expect the
provisions of SFAS 167 to have a material effect on the financial position,
results of operations or cash flows of the Company.





In June
2009, the FASB issued SFAS No. 166, (ASC Topic 860) “Accounting for Transfers of
Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The
provisions of SFAS 166, in part, amend the derecognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for qualifying
special-purpose entities and require additional disclosures. SFAS 166 is
effective for financial asset transfers occurring after the beginning of an
entity’s first fiscal year that begins after November 15, 2009. The Company does
not expect the provisions of SFAS 166 to have a material effect on the financial
position, results of operations or cash flows of the Company.


22





LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)








In April
2009, the FASB issued SFAS No. 164, (ASC Topic 810) “Not-for-Profit Entities:
Mergers and Acquisitions – including an amendment of FASB Statement No. 142”
(“SFAS 164”). The provisions of SFAS 164 provide guidance on accounting for a
combination of not-for-profit entities either via merger or
acquisition.  SFAS 164 is effective for mergers occurring on or after
the beginning of an initial reporting period beginning on or after December 15,
2009 and acquisitions occurring on or after the beginning of the first annual
reporting period beginning on or after December 15, 2009. The Company does not
expect the provisions of SFAS 164 to have a material effect on the financial
position, results of operations or cash flows of the Company.





In June
2009, the Securities and Exchange Commission’s Office of the Chief Accountant
and Division of Corporation Finance announced the release of Staff Accounting
Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds
portions of the interpretive guidance included in the Staff Accounting Bulletin
Series in order to make the relevant interpretive guidance consistent with
current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007) (ASC Topic 805), Business
Combinations, and Statement of Financial Accounting Standards No. 160 (ASC Topic
810), Non-controlling Interests in Consolidated Financial Statements. The
statements in staff accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the Division
of Corporation Finance and the Office of the Chief Accountant in administering
the disclosure requirements of the Federal securities laws.





In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140 (ASC Topic 860),
“Accounting for Transfers and Servicing of Financial  Assets and 
Extinguishments of Liabilities,” and  FASB  Interpretation 46 (ASC
Topic 810) (revised December 2003), “Consolidation of  Variable 
Interest Entities − an interpretation of ARB  No. 51 (ASC Topic 810),”
as well as other modifications.  While the proposed revised
pronouncements have not been finalized and the proposals are subject to further
public comment, the Company anticipates the changes will not have a significant
impact on the Company’s financial statements.  The changes would be
effective March 1, 2010, on a prospective basis.


23





LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








3.
 MINERAL INTERESTS





On
January 28, 2008, the Company entered into a mineral property option Agreement.
 The Company was granted the sole and exclusive right to acquire up to a
100% undivided interest in mineral claim located in the Township 52, Range 15,
W2M, Sections 4 and 9, in the Province of Saskatchewan, with tenure number
S-14260.  The Company shall pay $7,500 on the Agreement date (paid), shall
pay $15,000 on or before September 30, 2008 (subsequently amended to March 31,
2009 (See Note 6)), and $25,000 on or before the second anniversary of this
Agreement, shall pay $205,000 on or before the third anniversary of this
Agreement, and shall incur $50,000 in Expenditures on the Property by September
30, 2008 (subsequently amended to June 30, 2009 (See Note 6)) and $150,000 by
September 30, 2009, for a total of $200,000.





The
Company decided not to maintain the mineral property option and failed to make
the payment due on March 31, 2009. The option therefore expired on March 31,
2009.





4.
 COMMON STOCK





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





During
the period from July 1, 2007 (inception) to March 31, 2008, the Company issued
7,350,000 shares of common stock for total cash proceeds of $25,000. No share
was issued for the year ended March 31, 2009. At March 31, 2009, there were no
outstanding stock options or warrants.














24


LEGEND
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


March 31,
2009 and March 31, 2008








5.
 INCOME TAXES





As of
March 31, 2009, the Company had net operating loss carry forwards of
approximately $46,695 that may be available to reduce future years' taxable
income through 2028. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.





6.  NOTES
PAYABLE





On
December 23, 2008, the Company was granted a loan of $25,000 to the Company. The
loan is interest bearing at 6% per annum and payable upon demand. Interest
accrued as of March 31, 2009 is $375.





7.
RESTATED FINANCIAL STATEMENTS





The
Company has restated its financial statements as of and for the year ended March
31, 2009 to reflect the unrecorded liability of $10,000. This restatement
resulted in an additional expense of $10,000 being recorded in 2009. The
Company’s summarized financial statements comparing the restated financial
statements to those originally filed are as follows:

















25





Balance
Sheets





AssetsRestated
            
            
            OriginalCurrent
      AssetsCash
            
            $
            16,454
            
            
            
            16,454Total
      Assets
            
            $
            16,454
            
            
            
            16,454Liabilities
      and Stockholders' EquityCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
            
            $
            13,149
            
            
            
            3,149Notes
      Payable (Note 6)
            
            
            25,000
            
            
            
            25,000Total
      Current Liabilities
            
            
            38,149
            
            
            
            28,149Stockholders'
      EquityCapital
      stockAuthorized:
              75,000,000
      common shares with a par value of $0.001Issued
      and outstanding:7,350,000
      common shares
            
            
            7,350
            
            
            
            7,350Additional
      paid-in-capital
            
            
            17,650
            
            
            
            17,650Deficit
      accumulated during the exploration stage
            
            
            (46,695
            )
            
            
            (36,695
            )Total
      stockholders' equity
            
            
            (21,695
            )
            
            
            (11,695
            )Total
      liabilities and stockholders' equity
            
            $
            16,454
            
            
            
            16,454











26





Statements
of Operations





Restated
            
            
            OriginalMineral
      properties
            
            
            4,728
            
            
            
            4,728General
      and Administrative
            
            
            33,009
            
            
            
            23,009Loss
      from operations
            
            $
            37,737
            
            
            $
            27,737Other
      income / expenseInterest
      expense
            
            
            375
            
            
            
            375Loss
      before income taxes
            
            $
            38,112
            
            
            $
            28,112Provision
      for income taxes
            
            
            -
            
            
            
            -Net
      loss
            
            $
            38,112
            
            
            $
            28,112Loss
      per share - Basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      Average Number of Common Shares Outstanding
            
            
            7,350,000
            
            
            
            7,350,000








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.





27


Item 9A(t).  Controls and Procedures.





(a)
 Evaluation of disclosure
controls and procedures





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





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





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





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f)
under the Securities Exchange
Act of 1934.  Under the supervision and with the participation of
our Chief Executive Officer and Chief Accounting Officer, we conducted an
evaluation of the effectiveness of our control over financial reporting based on
the framework in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on our
evaluation under the framework, management has concluded that our internal
control over financial reporting was effective as of March 31,
2009.





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





(c)
 Changes in Internal
Control over Financial Reporting





There
have not been any changes in our internal controls or in other factors that
occurred during our last fiscal year ended March 31, 2009 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.








Item 9B. Other Information.





None.


28





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
            
            39




Executive
Officers:




Name
      of Officer
            
            Age
            
            OfficeTao
      Chen
            
            39
            
            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 6
years, Mr. Chen has worked as a General Manager for Guang Zhou Peace Gift Co.,
Ltd in the gifts export business. Mr. Chen intends to devote approximately 20%
of his business time to our affairs. Mr. Chen does not have any technical
experience in the mineral exploration property business sector.




Significant
Employees and Consultants





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





Conflicts
of Interest





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





Audit
Committee Financial Expert





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





29


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, 2009 and for
the fiscal year ended March 31, 2009.




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
            2008
              2009
            None
              None
            None
              None
            None
              None
            None
              None
            None
              None
            None
              None
            None
              None
            None
              NoneYong
      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.





30





Option/SAR
Grants





We made
no grants of stock options or stock appreciation rights to our directors and
officers during the period from our inception on July 1, 2007 through the fiscal
period ending March 31, 2009.





Compensation
of Directors





Our
directors do not receive salaries for serving as directors.





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





There are
no employment agreements between our company and Tao Chen.  We do not pay
Tao Chen any amount for acting as director of the Company.





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





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





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





Amount
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.




31




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





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





Transactions with related
persons





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





·           any
of our directors or executive officers;





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





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





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





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





Item 14.  Principal Accountant Fees and
Services.





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





Fiscal year
      ended
            
            
            Fiscal year
      endedMarch 31,
      2009
            
            
            March 31,
      2008Audit Fees
            
            $
            8,000
            
            
            $NilAudit 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.





32


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:





Financial
Statements for the fiscal year ended March 31, 2009 and March 31,
2008


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


33


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





February
16, 2010








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





February
16, 2010
































34