---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

[ x ]     ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: April 30, 2008

or

[    ]     TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

Commission file number: 000-53091

LEGEND MARKETING
CORP.(Exact name of registrant as specified in its
charter)

|Nevada                                                             | 71-0974648                          
|------------------------------------------------------------------ | ------------------------------------
|State or other jurisdiction of incorporation or
      organization | (I.R.S. Employer Identification No.)
|                                                                   |                                     
|73 East 14th Street, North Vancouver, British
      Columbia       | V7L 2P5                             
|(Address of principal executive offices)                           | (Zip Code)                          

Registrants telephone number, including area code
604-765-0455

Securities registered pursuant to Section 12(b) of the Act

|Title of Each Class | Name of each Exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | N/A                                      

Securities registered pursuant to Section 12(g) of the Act

Shares of Common Stock, par value $0.001(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
[    ]    No [ x ]

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

Note Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act from their obligations under those Sections.

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

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. Yes
[     ]  No [ x ]

---

- ii -

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

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

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

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 last 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 second fiscal quarter.

3,775,000 common shares at $0.03(1)= $113,250

(1) Our shares do not currently trade on any
stock exchange. The price of $0.03 was the last price that shares of our company
were issued at.

Note.If a determination as to whether a particular
person or entity is an affiliate cannot be made without involving unreasonable
effort and expense, the aggregate market value of the common stock held by
non-affiliates may be calculated on the basis of assumptions reasonable under
the circumstances, provided that the assumptions are set forth in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

**(APPLICABLE ONLY TO CORPORATE REGISTRANTS)**

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
5,525,000shares of common stock are issued and outstanding as
of May 12, 2009

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable.

---

- 3 -

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future
economic performance or managements plans and objectives for our future
operations. Statements containing terms like "believes", "does not believe",
"plans", "expects", "intends", "estimates", "anticipates", and other phrases of
similar meaning are considered to imply uncertainty and are forward-looking
statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements
throughout this annual report and the documents we have incorporated by
reference, including those stated under the heading "Risk Factors". You should
read these cautionary statements as being applicable to all related
forward-looking statements wherever they appear in this annual report, the
materials referred to in this annual report, and the materials incorporated by
reference into this annual report.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles. In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references to common
shares refer to the common shares in our capital stock.

As used in this annual report, the terms we, us and our
mean Legend Marketing Corp., and, unless otherwise indicated, our wholly-owned
subsidiary, 0710154 BC Ltd., a British Columbia corporation.

PART I

ITEM 1. BUSINESS

Corporate Overview

Description of Business

We were incorporated in the State of Nevada on November 17,
2004 and commenced business operations through our wholly owned subsidiary,
0710154 B.C. Ltd., in British Columbia, Canada in December of 2004. 0710154 B.C.
Ltd. was incorporated in the Province of British Columbia on December 1,
2004.

We are in the business of magazine and print media promotion
and marketing. Through our wholly-owned subsidiary, 0710154 B.C. Ltd., we
provide marketing and promotion services to help new titles, independent, or
special interest magazines and print media adapt to todays complex and rapidly
evolving market place.

Our target market is the independently published magazines. We
strive to help promote each of our current and future independent published
magazine clients into a network which is designed and refined as their needs
change to achieve maximum circulation and sales efficiency. We understand that
for independent magazine publishers, producing a quality publication is only
part of the process. Timely and broad distribution is equally important.
However, because the magazine distribution industry in North America has been
dominated with a few major wholesalers and distributors such as Time
Distribution Services and Comag Marketing Group, it is difficult for
independently published magazines to get

---

- 4 -

through the complicated and treacherous magazine distribution
channels in a cost effective fashion. Further, the distribution systems
developed by national marketing companies for major publishers have very low
efficiency levels. We believe our marketing and promotion services can be a
reasonable alternative for independently published magazines to the distribution
systems set up by national marketing companies.

Revenue for magazines is primarily generated from advertising.
Subscriptions generate a much smaller proportion of total revenue. By increasing
the number of magazines distributed to a targeted market, our current and
prospective clients can increase their revenues by charging more to companies
advertising in their magazines.

Our current and future magazine clients are responsible for
designing and printing the magazine. They collect all monies from subscriptions
and advertising revenue. They will be responsible for delivering the magazines
to a direct mail company who will, in turn, deliver the magazines to the
subscribers. We plan to provide the direct mail company with the addresses of
the subscribers.

We are responsible for increasing the number of subscribers of
the magazines. This is done through a number of channels  newsstands where
single copies are sold, subscriptions to individuals, controlled invited readers
and bulk distribution to one address comprised mainly of hotels, country clubs,
etc.

We also plan to develop creative ways for new subscriptions
including:

- direct mailings
- free standing-inserts
- preview issues
- agencies
- corporate subscriptions
- retailer partnerships
- hotel distribution
- airline partnerships
- club memberships
- premium contests
- credit card subscriptions

Current and Anticipated Sources of Revenue

We anticipate that our primary contracts will be with
independently published magazines. In our agreement with our current client,
NUVO Magazine, we will receive 100% of the subscription proceeds from the
magazines sold by us. The owner of NUVO Magazine is the father-in-law of our
president, secretary, treasurer and director, Franco Perrotta.

Under the Master Purchase, Supply and Distribution Agreement we
entered into with NUVO Magazines, we have received 4.95% of the advertising
revenue paid quarterly up to February 2007. Since February 2007 we have entered
into an amending agreement with NUVO Magazine to increase our percentage of the
advertising revenues to 6.95% for one full year and after that we will increase
our percentage of advertising revenue to 8.95% . As the advertising revenue also
increases based on increased readership, so does our income under this
agreement. In December 2007, we entered into a second amending agreement to
extend the term of the Master Purchase, Supply and Distribution Agreement to
December 31, 2009.

We plan to enter into promotion and marketing agreements with
other independently published magazines based on arrangements similar to the one
we have with NUVO Magazine. We are in the research stages of investigating those
in the Canadian publishing marketplace who share similar publishing structures
like NUVO Magazine to see if the business relationship that we share with NUVO
Magazine can be universally adapted to other clients. This involves an analysis
of potential client's distribution structures,

---

- 5 -

desire/need to increase/streamline their distribution partners,
creating customized promotional materials for potential retail and other
partners in the efforts of expanding distribution points, etc. We do not
anticipate having any new clients within the next twelve months.

In the past twelve months, in addition to providing marketing
services to NUVO Magazine we have also been trying to locate new magazines
similar to NUVO Magazine in Canada because we see those magazines targeting the
similar upper-class affluent readers in Canada as a natural extension of our
market. We have telephoned independent publishers whom we believed were
publishing magazines along the same line as NUVO Magazine and we have attended
the one-of-a-kind trade show in Toronto where we hoped magazines show casing
luxury lifestyles would be present. The result of our research indicated that at
this point there is not another magazine in Canada that caters to the luxury
lifestyle market. In the next 12 months we will attend events such as the
one-of-a-kind trade show in Toronto in search of new clients. The magazine
publishing industry is a fast-paced industry with publications coming and going
yearly. We believe that we will be in the research stages and looking for new
clients for the next 12 months and we do not anticipate having any new clients
within the next twelve months. We are constantly researching the launching of
new publications across Canada in search of a magazine that caters to the more
affluent readers. If a new magazine catering to the more affluent readers were
to be released, we believe that we would be one of the few companies with the
knowledge and experience in distributing and marketing that particular
magazine.

Marketing

We will focus on a magazines desired demographics and then
formulate a circulation strategy specifically tailored to increase their
subscription circulation. Todays magazine publishers are finding that one way
to get bigger is to focus on what is smaller. Niche titles that target narrow
audiences represent the bulk of growth in the magazine publication industry.
Therefore, we plan to seek similarly fine tuned retail venues with a natural
affinity for their products. We plan to market to stores where we already know
that the people walking in are interested in the magazines. For example, for
NUVO Magazine, which seeks to maintain and develop a readership of the most
discerning and educated magazine buyers and focuses on the diverse and sometimes
underexposed aspects of style, celebrity and Canadian culture, we have targeted
high end hotels and restaurants as the niche market for this magazine.

Competition

The magazine and publication promotion and marketing industry
is characterized by intense and substantial competition. We believe that we will
have to compete with large and established companies such as RetailVision,
Ingram Periodicals, Curtis Circulation Company, Time Distribution Services,
Comag Marketing Group, as well as other small to medium sized magazine and
publication promoters and distributors. We believe a significant percentage of
magazines that end up on retail racks are placed there by these four or five
large distributors. However, most of these magazines are returned at the end of
the month unsold. Very few magazines sell out.

For the independent magazine publishers, those typically with
less than 10 employees, their marketing and distribution plan consists of
signing on with one or perhaps two of the large distribution companies and hope
that their magazine sells well on the rack. The reality is very different. We
believe there is a very high percentage of failure rate among the start-up
magazines in Canada. Because the distribution systems set up by the large
distribution companies have very low efficiency levels, we believe our promotion
and marketing services represents a reasonable alternative for the independently
published magazines.

Nevertheless, our existing and future competitors may be able
to respond more quickly to new or changing opportunities, technologies and
customer requirements than us and may be able to undertake more extensive
promotional activities, offer more attractive terms to customers and adopt more
aggressive

---

- 6 -

pricing policies than we do. Increased competition by these
existing and future competitors will negatively affect our ability to maintain
or expand our operations, or achieve profitability.

Employees

Our president, secretary, treasurer and director, Franco
Perrotta, is currently the only employee of our company. He handles all the
responsibilities in the areas of corporate administration, business development
and research. Our company intends to periodically hire independent contractors
to perform administrative, accounting, shipping and consulting duties. Our
company will hire additional employees when circumstances warrant. At present,
however, our company does not anticipate hiring additional employees in the near
future.

Intellectual Property

We currently do not hold any intellectual property except for
the know how of our proprietary magazine promotion and marketing system. We are
not aware that our services or proprietary rights infringe the proprietary
rights of third parties. However, it is possible that we may receive notices
from third parties asserting that we have infringed their trademarks, copyrights
or other intellectual property rights. In addition, we may initiate claims or
litigation against third parties for infringement of our proprietary rights or
to establish the validity of our proprietary rights. Any such claims could be
time-consuming, result in costly litigation, cause service stoppages or lead us
to enter into royalty or licensing agreements rather than disputing the merits
of such claims. An adverse outcome in litigation or similar proceedings could
subject us to significant liabilities to third parties, require expenditure of
significant resources to develop non-infringing textual content, require
disputed rights to be licensed from others, or require us to cease the marketing
or use of some products, any of which could have a material adverse effect on
our business, operating results and financial condition.

Governmental Regulations

We do not believe there are currently any government
regulations that affect our magazine promotion and marketing business.

Reports to security holders

We file reports and other information with the SEC. The
registration statement, historical information about our company and other
information can be inspected and copied at the Public Reference Room of the SEC
located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such
materials, including copies of any portion of the registration statement, can be
obtained from the Public Reference Room of the SEC at prescribed rates. You can
call the SEC at 1-800-SEC-0330 to obtain information on the operation of the
Public Reference Room. Such materials may also be accessed electronically by
means of the SECs home page on the Internet (http://www.sec.gov).

ITEM 1A. RISK FACTORS

An investment in our common shares involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this annual report in
evaluating our company and our business before purchasing our common shares. Our
business, operating results and financial condition could be seriously harmed
due to any of the following risks. The risks described below are not the only
ones facing our company. Additional risks not presently known to us may also
impair our business operations. You could lose all or part of your investment
due to any of these risks.

---

- 7 -

Risks Related To Our Business

We have had minimal revenues from operations and if we are
not able to obtain further financing we may be forced to scale back or cease
operations or our business operations may fail.

To date we have not generated significant income from our
operations and we have been dependent on sales of our equity securities to meet
the majority of our cash requirements. We have generated $178,319 in revenue
from the sale of NUVO Magazines pursuant to the Master Purchase, Supply and
Distribution Agreement for the fiscal year ended April 30, 2008. We generated a
net income of $15,671 for the fiscal year ended April 30, 2008. We had a working
capital of $19,487 as at April 30, 2008. We estimate that we will require
between $58,000 and $62,000 to carry out our business plan for the next 12
months. Because we cannot anticipate when we will be able to generate
significant revenues from our business, we will need to raise additional funds
to continue to expand our magazine promotion and marketing business, to enter
into promotion and distribution agreements with additional magazines, to respond
to competitive pressures, or to respond to unanticipated requirements or
expenses. If we are not able to generate significant revenues from the sale,
promotion and distribution of magazines we will not be able to maintain our
operations or achieve a profitable level of operations.

We have only commenced our business operations in December
2004 and we have a limited operating history. If we cannot successfully manage
the risks normally faced by start-up companies, we may not achieve profitable
operations and ultimately our business may fail.

We have a limited operating history. Our operating activities
since our incorporation on November 17, 2004 consisted primarily of entering
into a Master Purchase, Supply and Distribution Agreement with NUVO Magazine and
carrying out our obligation to promote and distribute NUVO magazines under that
agreement. On December 1, 2004, we incorporated our wholly-owned subsidiary,
0710154 B.C. Ltd., a British Columbia company and began our operations in the
Province of British Columbia, Canada. Our prospects are subject to the risks and
expenses encountered by start up companies, such as uncertainties regarding our
level of future revenues and our inability to budget expenses and manage growth
accordingly and our inability to access sources of financing when required and
at rates favorable to us. Our limited operating history and the highly
competitive nature of the magazine distribution and promotion industry make it
difficult or impossible to predict future results of our operations. We may not
be able to persuade a large number of magazines to use our promotion and
distribution services or we may not be able to sell those magazines which agree
to use our services to a wide customer base. Our inability to accomplish either
of these business objectives may result in the loss of some or all of your
investment in our common stock.

The fact that we are in the early stage of development of
our company and that we have only generated limited revenues since our
incorporation raises substantial doubt about our ability to continue as a going
concern, as indicated in our independent auditors report in connection with our
audited consolidated financial statements.

Since we are still in the early stages of developing our
company and because of the loss from business operations at April 30, 2007 and
2008, our independent auditors report includes an explanatory paragraph about
our ability to continue as a going concern. We will, in all likelihood, continue
to incur operating expenses without significant revenues until we increase the
number of our independently published magazine clients. We estimate our average
monthly operating expenses to be approximately $4,500 per month. At this rate we
will not be able to expand our operations beyond current levels without
generating significant revenues from our operations or obtaining further
financing. Our primary source of funds has been the sale of our common stock. We
cannot assure that we will be able to generate enough interest in our magazine
promotion and distribution services. If we cannot attract a significant number
of magazines to enter into promotion and distribution agreements with us, we
will not be able to generate any significant revenues or income. In addition, if
we are unable to establish and generate material

---

- 8 -

revenues, or obtain adequate future financing, our business
will fail and you may lose some or all of your investment in our common stock.
These circumstances raise substantial doubt about our ability to continue as a
going concern as described in an explanatory paragraph to our independent
auditors report on the financial statements for the fiscal year ended April 30,
2008.

We will need to raise additional funds in the near future.
If we are not able to obtain future financing when required, we might be forced
to scale back or cease operations or discontinue our business.

We do not currently have any arrangements for financing and we
can provide no assurance to investors we will be able to find such financing
when such funding is required. Obtaining additional financing would be subject
to a number of factors, including investor acceptance of our business model.
Furthermore, there is no assurance that we will not incur further debt in the
future, that we will have sufficient funds to repay our future indebtedness or
that we will not default on our future debts, thereby jeopardizing our business
viability. Finally, we may not be able to borrow or raise additional capital in
the future to meet our needs or to otherwise provide the capital necessary to
maintain our operations, which might result in the loss of some or all of your
investment in our common stock.

As at April 30, 2008, we had cash in the amount of $10,297 and
a working capital of $19,487. Accordingly we anticipate that we may not have
sufficient funds to satisfy our cash requirements beyond the next three months
if we stop generating revenues from our business operations. There is no
assurance that actual cash requirements will not exceed our estimates. In
particular, additional capital may be required in the event that:

- we are unable to create a substantial
interest for our promotion and distribution services among the magazine
publishers;

- we are unable to create a substantial
interest for those magazines with whom we do eventually enter into promotion and
distribution agreements among the end consumers; or

- we incur any significant
unanticipated expenses.

The occurrence of any of the aforementioned events could
prevent us from pursuing our business plan, expanding our business operations
and ultimately achieving a profitable level of such operations.

We will depend almost exclusively on outside capital to pay for
the continued development and marketing of our services. Such outside capital
may include the sale of additional stock and/or commercial borrowing. There can
be no assurance that capital will continue to be available if necessary to meet
these continuing development costs or, if the capital is available, that it will
be on terms acceptable to us. The issuance of additional equity securities by us
will 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.

If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may not be able to expand or continue our
magazine promotion and distribution operations and so may be forced to scale
back or cease operations or discontinue our business.

All of our assets and our sole director and officer are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our sole director and officer.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, our sole director and officer is a national and resident of
Canada and not the United States, and all or a substantial portion of his assets
are located outside the United States. As a result, it may be difficult for
investors to enforce within the United States any

---

- 9 -

judgments obtained against us or our sole officer or director,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. Consequently, you may
be effectively prevented from pursuing remedies under U.S. federal securities
laws against him.

Because we face intense competition, an investment in our
company is highly speculative.

The magazine and publication promotion and marketing industry
is characterized by intense and substantial competition. We believe that we will
have to compete with large and established companies such as RetailVision,
Ingram Periodicals, Curtis Circulation Company, Time Distribution Services,
Comag Marketing Group, as well as other small to medium sized magazine and
publication promoters and distributors.

These existing and future competitors may be able to respond
more quickly to new or changing opportunities, technologies and customer
requirements than us and may be able to undertake more extensive promotional
activities, offer more attractive terms to customers and adopt more aggressive
pricing policies than we do. Increased competition by these existing and future
competitors will negatively affect our ability to maintain or expand our
operations, or achieve profitability.

Because we have only one officer and one director who are
responsible for our managerial and organizational structure, when we become a
public company, there may not be effective disclosure and accounting controls to
comply with applicable laws and regulations which could result in fines,
penalties and assessments against us.

We have only one officer and one director, Franco Perrotta. He
is solely responsible for our managerial and organizational structure which will
include preparation of disclosure and accounting controls under the Sarbanes
Oxley Act of 2002. When these controls are implemented, our officer and director
will be responsible for the administration of the controls. Should he not have
sufficient experience or sufficient time to spend on our business operations, he
may be incapable of creating and implementing the controls which may cause us to
be subject to sanctions and fines by the Securities Exchange Committee which
ultimately could cause us to lose money and possibly to go out of business.

The costs of being a public reporting company for our
company because of the requirements imposed by the Sarbanes-Oxley Act may be
very high and may cause us to devote a disproportional amount of our capital
resources to the compliance of these requirements and adversely affect our
financial conditions.

The Sarbanes-Oxley Act of 2002 and the related rules and
regulations promulgated by the Securities and Exchange Commission have increased
the scope, complexity, and cost of corporate governance, reporting, and
disclosure practices. These regulations are applicable to our company. We expect
to experience increasing compliance costs, including costs related to
preparation and filing of annual and periodic reports and costs related to
internal controls, as a result of the Sarbanes-Oxley Act. These necessary costs
are proportionately higher for a public company of our size and will affect our
profitability more than that of some of our larger competitors and may adversely
affect our financial conditions.

We depend on Franco Perrotta as the director and officer of
our company to operate our business and if he leaves our company and we are
unable to hire and replace him with qualified personnel, our results of
operations will be adversely affected in a material manner.

Our president, secretary, treasurer and director, Franco
Perrotta, handles all of the responsibilities in the area of corporate
administration, business development and research. The space for our executive
and head office is also provided to us by Mr. Perrotta without charge. In
addition, Mr. Perrotta will also provide us with capital raising services. Other
than Mr. Perrotta, we do not anticipate hiring any additional employees in the
near future. The loss of the services of this or other future director,
executive

---

- 10 -

officer or key personnel, or the inability to identify, hire,
train and retain other qualified directors, executive officers or personnel in
the future would have a material adverse affect on our business, financial
condition and operating results. We do not maintain any life insurance policies
on any director, executive, or key personnel for our benefit. If Mr. Perrotta
sells all or most of his shares common stock, he may no longer have an incentive
to remain with us, which would damage our business.

Because our sole officer, director and principal shareholder
controls a large percentage of our common stock, investors will have little or
no control over our management or other matters requiring shareholder
approval.

Our sole officer and director, Franco Perrotta, beneficially
owns 31.67% of issued and outstanding shares of our common stock. As a result,
he has the ability to control matters affecting minority shareholders, including
the election of our directors, the acquisition or disposition of our assets, and
the future issuance of our shares. Because our sole officer, director and
principal shareholder, Franco Perrotta, effectively controls the company,
investors will have difficulty replacing our management if they disagree with
the way our business is being run. Because control by the insider could result
in management making decisions that are in the best interest of the insider and
not in the best interest of the investors, you may lose some or all of the value
of your investment in our common stock.

Because we do not have sufficient insurance to cover our
business losses, we might have uninsured losses, increasing the possibility that
you would lose your investment.

We may incur uninsured liabilities and losses as a result of
the conduct of our business. We do not currently maintain any comprehensive
liability or business insurance. Even if we obtain such insurance in the future,
we may not carry sufficient insurance coverage to satisfy potential claims. We
do not carry any business interruption insurance. Should uninsured losses occur,
any purchasers of our common stock could lose their entire investment.

Because we can issue additional common shares, purchasers of
our common stock may incur immediate dilution and may experience further
dilution.

We are authorized to issue up to 75,000,000 common shares, of
which 5,525,000 are issued and outstanding. Our board of directors has the
authority to cause our company to issue additional shares of common stock
without the consent of any of our shareholders. Consequently, our shareholders
may experience more dilution in their ownership of our company in the
future.

Risks Associated with Our Common Stock

There is no active trading market for our common stock and
if a market for our common stock does not develop, our investors will be unable
to sell their shares.

There is currently no active trading market for our common
stock and such a market may not develop or be sustained. We currently plan to
have our common stock quoted on the National Association of Securities Dealers
Inc.s OTC Bulletin Board. In order to do this, a market maker must file a Form
15c-211 to allow the market maker to make a market in our shares of common
stock. However, we cannot provide our investors with any assurance that our
common stock will be traded on the OTC Bulletin Board or on any other exchange
and, if traded, that a public market will materialize. Further, the OTC Bulletin
Board is not a listing service or exchange, but is instead a dealer quotation
service for subscribing members. If our common stock is not quoted on the OTC
Bulletin Board or if a public market for our common stock does not develop, then
investors may not be able to resell the shares of our common stock that they
have purchased and may lose all of their investment. If we establish a trading
market for our common stock, the market price of our common stock may be
significantly affected by factors such as actual or anticipated fluctuations in
our operation results, general market conditions and other factors. In

---

- 11 -

addition, the stock market has from time to time experienced
significant price and volume fluctuations that have particularly affected the
market prices for the shares of developmental stage companies, which may
materially adversely affect the market price of our common stock.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations which may limit a stockholders
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission (see above and the Market for Registrants
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities section at page 10 for discussions of penny stock rules), the FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.

ITEM 2. PROPERTIES

Our executive and head office is located at 873 East 14th
Street, North Vancouver, British Columbia, Canada V7L 2P5, which is the
residence of Franco Perrotta, our president, secretary, treasurer and director
of our company. The office is provided to us by Mr. Perrotta without charge. We
believe our current premises are adequate for our current operations and we do
not anticipate that we will require any additional premises in the foreseeable
future.

---

- 12 -

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

None.

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market information

Our common stock is not now, nor has ever been, traded on any
market or securities exchange, and we have not applied for listing or quotation
on any public market. There is currently no public trading market for our common
stock. We do not have any common stock subject to outstanding options or
warrants.

As of the date of this annual report, our companys issued and
outstanding shares were 5,525,000.

Holders

As of September 10, 2008 there are 38 registered holders of
record of our common stock.

Our transfer agent is Holladay Stock Transfer, 2939 N. 67th
Place, Suite C, Scottsdale AZ 85251, Phone: (480) 481-3940.

Dividends

We have not declared any dividends on our common stock since
the inception of our company. There is no restriction in our articles of
incorporation and bylaws that will limit our ability to pay dividends on our
common stock. However, we do not anticipate declaring and paying dividends to
our shareholders in the near future.

Securities Authorized for Issuance under Equity Compensation
Plans

We have not adopted a stock option plan and have not granted
any stock options. Accordingly, no stock based compensation has been recorded to
date.

---

- 13 -

Equity Compensation Plan InformationPlan category
    Number of securities to be issued upon
      exercise of outstanding options, warrants and rights
    Weighted-average exercise price of
      outstanding options, warrants and rights
    Number of securities remaining available for
      future issuance under equity compensation plans (excluding securities
      reflected in column (a))(a)
    (b)
    (c)Equity compensation plans approved by security
      holders
    Nil
    Nil
    NilEquity compensation plans not approved by security holders
    Nil
    Nil
    NilTotal
    Nil
    Nil
    Nil


ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our
audited consolidated financial statements and the related notes that appear
elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
annual report, particularly in the section entitled Risk Factors beginning on
page 5 of this annual report.

Our audited consolidated financial statements are stated in
United States Dollars and are prepared in accordance with United States
generally accepted accounting principles.

Results of Operations

Year Ended April 30, 2008 Compared to Year Ended April 30,
2007

For the fiscal year ended April 30, 2008, we generated $178,319
in revenue, compared to $124,440 for the fiscal year ended April 30, 2007. These
revenues were generated from our agreement with NUVO Magazine. For the fiscal
year ended April 30, 2008, our operating expenses totalled $84,885, compared to
$65,401 for the fiscal year ended April 30, 2007. The increase in our operating
expenses was primarily due to the increased marketing activities we undertook
and the increased professional fees incurred in the fiscal year ended April 30,
2008.

As we increase our marketing effort for NUVO Magazine and
expand our marketing and promotion services to other independently published
magazines, we believe we will increase our revenue. Management believes this to
be the most scalable aspect of our business.

Professional fees for the fiscal year ended April 30, 2008 were
$58,055, compared to $41,667 for the fiscal year ended April 30, 2007. Our
professional fees included fees paid to auditors, accountants and lawyers.

---

- 14 -

Our office and general expenses for the year ended April 30,
2008 were $5,311, compared to $2,641 for the fiscal year ended April 30,
2007.

Liquidity and Capital Resources

Capital Expenses and Sources of Funds

Presently, our revenue is not sufficient to meet our operating
and capital expenses. Management projects that we will require additional
funding to expand our current operations.

There is some doubt about our ability to continue as a going
concern as the continuation of our business is dependent upon successful and
sufficient market acceptance of the magazines we distribute, and finally,
maintaining a break even or profitable level of operations.

We have incurred operating losses since inception, and this is
likely to continue into the year ending April 30, 2009. Management projects that
we may require an additional $58,000 to $62,000 to fund our ongoing operating
expenditures, working capital requirements for the next twelve months, which are
broken down as follows:

Estimated Capital
      Expenditures During the Next Twelve MonthsOperating expendituresMarketing
    $
    10,000 - $11,000General and Administrative
    $
    3,000 - $4,000Legal and Accounting
    $
    38,000 - $39,000Working capital
    $
    7,000 - $8,000Total
    $
    58,000 - $62,000


As a result of becoming a publicly reporting company in the
United States, we expect to incur the following compliance costs, including
costs related to preparation and filing of annual and periodic reports and costs
related to internal controls.

Estimated Cost of Becoming a Publicly Reporting Company During
      the Next Twelve MonthsLegal fees
    $
    20,000Independent Registered Public Accountants
    $
    14,000Internal control procedures
    $
    2,000 - $2,500Filing costs and fees
    $
    500 -
      $1,000Total
    $
    38,000 - $39,000


We intend to satisfy the above compliance costs with revenues
generated through our business activities. We believe our current level of
revenues should be sufficient to allow us to meet these compliance costs.
However, if our revenues decrease for any reason, these compliance costs will
remain at the same level and will affect our financial condition adversely.

Our cash on hand as at April 30, 2008 was $10,297, compared to
$33,421 as at April 30, 2007. As at April 30, 2008, we had working capital of
$19,487, compared to a working capital of $5,351 as at April 30, 2007. We
amended our agreement with NUVO Magazine in February 2007 and as a result, from
February 2007, we have increased the percentage of our advertising revenue from
NUVO Magazine to 6.95% for one full year and we anticipate that this will bring
an additional revenue of approximately $46,000 for the next 12 months. In
December 2007, we further amended our agreement with NUVO Magazine to extend the
term of the agreement to December 31, 2009 and NUVO Magazine agreed to

---

- 15 -

further increase our percentage of advertising revenue to 8.95%
after December 2007. Since February 2007, we have also reduced the cost of
magazines sold from $1.00 per magazine to $0.75 per magazine. These terms are
contained in our amending agreement and second amending agreement with NUVO
Magazine filed as exhibits to our registration statement on Form SB-2 filed on
March 12, 2007. We anticipate that the additional revenue and the working
capital we currently have will be sufficient for us to address our minimum
current and ongoing expenses, continue with marketing and promotion activity
connected with the development and marketing of our services for the next 12
months. However, if we stop generating revenues from our business operations,
these funds will only be sufficient to satisfy our minimum cash requirement for
the next three months.

If we require any additional monies during fiscal 2009, we plan
to raise any such additional capital primarily through the private placement of
our securities. However, we currently have not made a significant effort to
secure additional source of financing.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on our audited annual financial
statements for the years ended April 30, 2008 and April 30, 2007, our
independent auditors included an explanatory paragraph regarding concerns 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. There is substantial doubt about our
ability to continue as a going concern as the continuation and expansion of our
business is dependent upon obtaining further financing, successful and
sufficient market acceptance of the magazines we distribute, and, finally,
achieving a profitable level of operations. 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.

The financial requirements of our company for the next twelve
months are primarily dependent upon the financial support through credit
facilities of our directors and shareholders and additional private placements
of our equity securities to our directors and shareholders or new shareholders.
The issuance of additional equity securities by us may result in a significant
dilution in the equity interests of our current shareholders. There is no
assurance that we will be able to obtain further funds required for our
continued operations or that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will not be able to meet our other obligations as they become due and we will
be forced to scale down or perhaps even cease our operations. We do not
currently have any plans to merge with another company, and we have not entered
into any agreements or understandings for any such merger.

Financing Activities

During the year ended April 30, 2008, we received no monies
from financing activities.

Purchase or Sale of Equipment

We do not anticipate that we will expend any significant amount
on equipment for our present or future operations. We may purchase computer
hardware and software for our ongoing operations.

Going Concern

The financial statements included with this annual report have
been prepared on the going concern basis which assumes that adequate sources of
financing will be obtained as required and that our assets will be realized and
liabilities settled in the ordinary course of business. Accordingly, the
financial statements do

---

- 16 -

not include any adjustments related to the recoverability of
assets and classification of assets and liabilities that might be necessary
should we be unable to continue as a going concern.

In order to continue as a going concern, we require additional
financing. There can be no assurance that additional financing will be available
to us when needed or, if available, that it can be obtained on commercially
reasonable terms. If we are not able to continue as a going concern, we would
likely be unable to realize the carrying value of our assets reflected in the
balances set out in our consolidated financial statements.

Off-Balance Sheet Arrangements

Our company has no outstanding derivative financial
instruments, off-balance sheet guarantees, interest rate swap transactions or
foreign currency contracts. We do not engage in trading activities involving
non-exchange traded contracts.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160 Non-controlling
Interests in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS
160 establishes accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary. The
guidance will become effective for the fiscal year beginning after December 15,
2008. The adoption of this statement is not expected to have a material effect
on our companys consolidated financial statements.

In January 2008, Staff Accounting Bulletin (SAB) 110,
Share-Based Payment was issued. Registrants may continue, under certain
circumstances, to use the simplified method in developing estimates of the
expected term of share options as initially allowed by SAB 107, Share-Based
Payment. This SAB will be adopted by our company beginning in the first quarter
of fiscal year 2009. The adoption of SAB 110 should have no effect on the
financial position and results of operations of our company.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The adoption of this statement is not expected to have a material
effect on our companys financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to improve financial standards for derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under SFAS
No. 133 and its related interpretations; and (c) how derivative instruments and
related hedged items affect an entitys financial position, financial
performance, and cash flows. SFAS No. 161 is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The adoption of this statement is not expected to have a material
effect on our company's financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),
Business Combinations. SFAS No. 141 (revised 2007) establishes principles and
requirements for how the acquirer of a business recognizes

---

- 17 -

and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree. The statement also provides guidance for recognizing and measuring
the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS No. 141
(revised 2007) applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. The adoption of this statement
is not expected to have a material effect on our company's financial
statements.

Application of Critical Accounting Policies

Our financial statements and accompanying notes have been
prepared in conformity with accounting principles generally accepted in the
United States of America for financial statements. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These estimates
and assumptions are affected by managements application of accounting policies.
We believe that understanding the basis and nature of the estimates and
assumptions involved with the following aspects of our financial statements is
critical to an understanding of our financials.

Foreign currency translation

Our companys operations and activities are conducted
principally in Canada hence the Canadian dollar is our companys functional
currency. Our reporting currency is the U.S. dollar. Foreign currency
transactions and balances are translated in accordance with SFAS, No. 52
Foreign Currency Translation. Transactions undertaken in a currency other than
the U.S. dollar are re-measured into U.S. dollars using exchange rates at the
date of the transaction. Gains and losses arising on re-measurement or
settlement of foreign currency denominated transactions or balances are included
in the determination of income. Assets and liabilities of our wholly owned
subsidiary are translated into U.S. dollars using the period end exchange rate.
Revenue and expenses are translated using average exchange rates. Translation
gains (losses) are recorded in accumulated other comprehensive income (loss) as
a component of stockholders equity (deficit). Foreign currency transaction
gains and losses are included in current operations. We have not, to the date of
these financial statements, entered into derivative instruments to offset the
impact of foreign currency fluctuations.

Revenue recognition

Pursuant to the Master Purchase, Supply and Distribution
Agreement (the Agreement) between Nuvo Magazine Ltd (Legends sole customer)
(a company controlled by the father-in-law of a director and officer of the
Company) and the Company, 100% of all revenue generated from magazine
subscriptions are allocated to the Company. Subscription revenue is recognized
over the length of the subscription. These revenues are received directly from
Nuvo Magazine. The Company also receives 8.95% (6.95% until December 31, 2007)
of the total advertising revenues generated by Nuvo Magazine, per the Agreement.
These revenues are also received directly from Nuvo Magazine.

Our company purchases the magazines directly from Nuvo, paying
$0.75 ($1.00 until January 31, 2007) per magazine. The purchase of magazines
from Nuvo constitutes our companys cost of sales.

Per the Agreement between Nuvo Magazine and our company,
compensation consists of:

- 100% of revenues generated through subscriptions and/or sales of magazines
  as a result of the efforts of the publisher and the distributor, and
- 8.95% of advertising revenues, paid quarterly.

---

- 18 -

Revenue from magazine subscriptions, according to the
Agreement, is recognized when all of the following conditions are met:

- Delivery has occurred or services have been rendered;
- Price to the customer is fixed or determinable; and
- Collectability is reasonably assured.

The subscriptions that do not fall within the current
accounting period are deferred until the next accounting period or appropriate
period, and are recognized over the length of the subscription.

Cost of sales

Cost of sales consists of the purchases our company makes each
month from the supplier (publisher) for distribution purposes.

Accounts receivable

Our company grants credit to its only customer and performs
ongoing credit evaluations. Our company generally does not require collateral or
charge interest.

Our company establishes an allowance for doubtful accounts on a
case-by-case basis when it believes the required payment of specific amounts
receivable is unlikely to occur after a review of historical collection
experience, subsequent collections and managements evaluation of existing
economic conditions.

Income taxes

Our company accounts for income taxes under the asset and
liability method. Under this method, deferred tax assets and liabilities are
recognized and measured using enacted tax rates at the balance sheet date.
Deferred tax expense or benefit is the result of changes in deferred tax assets
and liabilities. Valuation allowances are established when necessary to reduce
net deferred tax assets to amounts that are more likely than not to be realized.

Loss per share

Basic loss per share is based on net loss divided by the
weighted average number of common shares outstanding during the period. Diluted
loss per share is computed using the weighted average number of common shares
and potentially dilutive common stock equivalents. For the periods presented,
our company does not have any common stock equivalents.

Financial instruments

The carrying values of cash, accounts receivable, accounts
payable and amount due to stockholder at April 30, 2008 approximate their fair
values due to the short-term nature of these financial instruments.

Our company is exposed to credit risk with respect to our
accounts receivable as credit is extended to customers based on the evaluation
of their financial condition and collateral is not required. However, our
company mitigates this risk by performing ongoing credit assessments of our
customers.

Use of estimates

The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates 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 reporting period. Significant

---

- 19 -

areas requiring the use of management estimates include the
determination of valuation allowance for future tax assets and the calculation
of stock-based compensation. While management believes the estimates used are
reasonable, actual results could differ from those estimates and would impact
future results of operations and cash flows.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

The following consolidated financial statements are filed as
part of this annual report:

---

- 20 -

LEGEND MARKETING CORP. CONSOLIDATED FINANCIAL
STATEMENTSAPRIL 30, 2008 AND 2007

---

LEGEND MARKETING CORP.

CONTENTS

|PAGE 1    | REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                
|--------- | -------------------------------------------------------------------------------------------------------------------------------
|PAGE 2    | PRIOR YEAR
        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                     
|PAGE 3    | CONSOLIDATED
        BALANCE SHEET AS AT APRIL 30, 2008 AND 2007                                                               
|PAGE 4    | CONSOLIDATED
        STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED
        APRIL 30, 2008 AND 2007
|PAGE 5    | CONSOLIDATED
        STATEMENT OF STOCKHOLDERS EQUITY FOR THE YEAR ENDED APRIL 30, 2008                                       
|PAGE 6    | CONSOLIDATED
        STATEMENT OF CASH FLOWS FOR THE YEAR ENDED APRIL 30, 2008 AND 2007                                        
|PAGE 7-12 | NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED APRIL 30, 2008
        AND 2007                          

---

1.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Shareholders of

Legend Marketing, Corp.

We have audited the accompanying consolidated balance sheet of
Legend Marketing, Corp. (the Company) as of April 30, 2008, and the
related consolidated statements of operations and comprehensive income (loss),
stockholders equity, and cash flows for the year then ended, and for the period
from inception on November 18, 2004 to April 30, 2008. These consolidated
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The financial statements for the period November
18, 2004 (inception) through April 30, 2007, were audited by other auditors and
reflect a total net loss of $121,525. Our opinion on the statements of
operations and comprehensive income (loss), stockholders' equity, and cash flows
for the period November 18, 2004 (inception) through April 30, 2007, insofar as
it relates to amounts for prior periods through April 30, 2006, is based solely
on the report of other auditors.

We conducted our audit 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 consolidated financial statements are free of material misstatement.
An audit includes 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. 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 audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Legend Marketing, Corp. as of April 30, 2008, and the results of its
operations and its cash flows for year then ended, and for the period from
inception on November 18, 2004 to April 30, 2008, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As described in
Note 1 to the consolidated financial statements, the Companys operating losses
raise substantial doubt about its ability to continue as a going concern.
Managements plans in regard to these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ STS PARTNERS LLP

STS PARTNERS LLPCHARTERED ACCOUNTANTS

Vancouver, BC, Canada May 22, 2009

---

2.



|Pannell Kerr
      Forster |                          
|-------------------------- | -------------------------
|                           | International            
|                           |                          
|                           | 7thFloor, Marine Building
|                           | 355 Burrard Street,      
|                           | Vancouver, B.C.,         
|                           | Canada, V6C 2G8          
|                           | Telephone: 604.687.1231  
|                           | Facsimile: 604.688.4675  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Shareholders of Legend
Marketing Corp.

We have audited the accompanying consolidated balance sheets of
Legend Marketing Corp. as at April 30, 2007 and the related consolidated
statements of operations and comprehensive loss, stockholders equity and cash
flows for the year then ended. 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 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. 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 consolidated financial position of
Legend Marketing Corp. as at April 30, 2007 and the consolidated results of its
operations and its cash flows for the year then ended 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 a net loss of $28,301 and a
negative cash flow from operations of $17,795 for the year ended April 30, 2007,
and has an accumulated deficit of $121,525 as at April 30, 2007. These matters
raise substantial doubt about its ability to continue as a going-concern.
Managements plans in regard to these matters are also described in note 1. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Pannell Kerr Forster

Chartered Accountants(registered with PCAOB as Smythe
Ratcliffe)

Vancouver, Canada September 10, 2007

---

3.

|LEGEND MARKETING CORP.     
|---------------------------
|CONSOLIDATED BALANCE SHEETS
|(Stated in US dollars)     

|ASSETS                                                    |  
|--------------------------------------------------------- | -
|                                                          |  
|                                                          |  
|                                                          |  
|CURRENT ASSETS                                            |  
|Cash                                                      | $
|Accounts receivable                                       |  
|Goods and Services
      Tax receivable                   |  
|Prepaid expenses                                          |  
|                                                          |  
|Total assets                                              | $
|                                                          |  
|                                                          |  
|LIABILITIES AND STOCKHOLDERS
      EQUITY                |  
|                                                          |  
|                                                          |  
|                                                          |  
|CURRENT LIABILITIES                                       |  
|Accounts payable and accrued liabilities                  | $
|Deferred revenue                                          |  
|Due to stockholder (note 4)                               |  
|Total liabilities                                         |  
|                                                          |  
|STOCKHOLDERS EQUITY                                      |  
|Share Capital (note 5)                                    |  
|Common stock,
      $.001 par value, 75,000,000 shares    |  
|authorized, 5,525,000 shares
      issued and outstanding |  
|Additional paid-in
      capital                          |  
|Accumulated deficit                                       |  
|Accumulated
      comprehensive loss                      |  
|                                                          |  
|Total
      stockholders equity                          |  
|Total liabilities and stockholders equity                | $

See accompanying notes to the consolidated financial
statements.

---

4.

|LEGEND MARKETING CORP.                   
|-----------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS AND
|COMPREHENSIVE INCOME (LOSS)              
|(Stated in US dollars)                   

|                                                                 |   |            |   |   |            |   |   | Accumulated    |  
|---------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------------- | -
|                                                                 |   |            |   |   |            |   |   | from           |  
|                                                                 |   |            |   |   |            |   |   | November 18,   |  
|                                                                 |   |            |   |   |            |   |   | 2004 (date of  |  
|                                                                 |   | Year Ended |   |   | Year Ended |   |   | incorporation) |  
|                                                                 |   | April 30,  |   |   | April 30,  |   |   | to April 30,   |  
|                                                                 |   | 2008       |   |   | 2007       |   |   | 2008           |  
|                                                                 |   |            |   |   |            |   |   |                |  
|REVENUE                                                          | $ | 178,319    |   | $ | 124,440    |   | $ | 418,791        |  
|                                                                 |   |            |   |   |            |   |   |                |  
|COST OF SALES                                                    |   | 77,763     |   |   | 87,340     |   |   | 297,910        |  
|                                                                 |   |            |   |   |            |   |   |                |  
|GROSS INCOME                                                     |   | 100,556    |   |   | 37,100     |   |   | 120,881        |  
|                                                                 |   |            |   |   |            |   |   |                |  
|                                                                 |   |            |   |   |            |   |   |                |  
|OPERATING EXPENSES                                               |   |            |   |   |            |   |   |                |  
|Professional fees                                                |   | 58,055     |   |   | 41,667     |   |   | 102,533        |  
|Management salaries (note 4)                                     |   | 21,519     |   |   | 21,093     |   |   | 64,421         |  
|Office and
      miscellaneous                                   |   | 5,311      |   |   | 2,641      |   |   | 59,781         |  
|                                                                 |   |            |   |   |            |   |   |                |  
|Total operating expenses                                         |   | 84,885     |   |   | 65,401     |   |   | 226,735        |  
|                                                                 |   |            |   |   |            |   |   |                |  
|NET INCOME (LOSS) BEFORE OTHER ITEM                              |   | 15,671     |   |   | (28,301    | ) |   | (105,854       | )
|                                                                 |   |            |   |   |            |   |   |                |  
|OTHER ITEM                                                       |   |            |   |   |            |   |   |                |  
|Foreign currency translation adjustment                          |   | (1,535     | ) |   | (2,819     | ) |   | (5,409         | )
|                                                                 |   |            |   |   |            |   |   |                |  
|COMPREHENSIVE INCOME (LOSS)                                      | $ | 14,136     |   | $ | (31,120    | ) | $ | (111,263       | )
|                                                                 |   |            |   |   |            |   |   |                |  
|Basic and diluted earnings (loss) per common share               | $ | 0.03       |   | $ | (0.05      | ) | $ | (0.02          | )
|                                                                 |   |            |   |   |            |   |   |                |  
|Basic weighted average number of common shares
      outstanding |   | 5,525,000  |   |   | 5,525,000  |   |   | 5,525,000      |  

See accompanying notes to the consolidated financial
statements.

---

5.

|LEGEND MARKETING CORP.                        
|----------------------------------------------
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
|(Stated in US dollars)                        

|                                        |  |              |  |   |                 |  |   |               |  |   | Accumulated |   |   |               |   |   |         |  
|--------------------------------------- |  | ------------ |  | - | --------------- |  | - | ------------- |  | - | ----------- | - | - | ------------- | - | - | ------- | -
|                                        |  |              |  |   |                 |  |   | Additional    |  |   | Other       |   |   |               |   |   | Total   |  
|                                        |  | Common Stock |  |   | Paid-in         |  |   | Comprehensive |  |   | Accumulated |   |   | Stockholders |  
|                                        |  | Shares       |  |   | Par
      Value |  |   | Capital       |  |   | Loss        |   |   | Deficit       |   |   | Equity  |  
|Common stock issued on inception        |  |              |  |   |                 |  |   |               |  |   |             |   |   |               |   |   |         |  
|for cash (note 5)                       |  | 5,525,000    |  | $ | 5,525           |  | $ | 125,225       |  | $ | -           |   | $ | -             |   | $ | 130,750 |  
|Foreign currency translation adjustment |  | -            |  |   | -               |  |   | -             |  |   | (776        | ) |   | -             |   |   | (776    | )
|Net loss                                |  | -            |  |   | -               |  |   | -             |  |   | -           |   |   | (42,387       | ) |   | (42,387 | )
|BALANCE APRIL 30, 2005                  |  | 5,525,000    |  |   | 5,525           |  |   | 125,225       |  |   | (776        | ) |   | (42,387       | ) |   | 87,587  |  
|Foreign currency transaction adjustment |  | -            |  |   | -               |  |   | -             |  |   | (279        | ) |   | -             |   |   | (279    | )
|Net loss                                |  | -            |  |   | -               |  |   | -             |  |   | -           |   |   | (50,837       | ) |   | (50,837 | )
|BALANCE APRIL 30, 2006                  |  | 5,525,000    |  |   | 5,525           |  |   | 125,225       |  |   | (1,055      | ) |   | (93,224       | ) |   | 36,471  |  
|Foreign currency translation adjustment |  | -            |  |   | -               |  |   | -             |  |   | (2,819      | ) |   | -             |   |   | (2,819  | )
|Net loss                                |  | -            |  |   | -               |  |   | -             |  |   | -           |   |   | (28,301       | ) |   | (28,301 | )
|BALANCE APRIL 30, 2007                  |  | 5,525,000    |  | $ | 5,525           |  | $ | 125,225       |  | $ | (3,874      | ) | $ | (121,525      | ) | $ | 5,351   |  
|Foreign currency translation adjustment |  | -            |  |   | -               |  |   | -             |  |   | (1,535      | ) |   | -             |   |   | (1,535  | )
|Net income                              |  | -            |  |   | -               |  |   | -             |  |   | -           |   |   | 15,671        |   |   | 15,671  |  
|BALANCE APRIL 30, 2008                  |  | 5,525,000    |  | $ | 5,525           |  | $ | 125,225       |  | $ | (5,409      | ) | $ | (105,854      | ) | $ | 19,487  |  

See accompanying notes to the consolidated financial
statements.

---

6.

|LEGEND MARKETING CORP.              
|------------------------------------
|CONSOLIDATED STATEMENT OF CASH FLOWS
|(Stated in US dollars)              

|                                                            |   |           |   |   |           |   |   | Accumulated   |  
|----------------------------------------------------------- | - | --------- | - | - | --------- | - | - | ------------- | -
|                                                            |   |           |   |   |           |   |   | from          |  
|                                                            |   |           |   |   |           |   |   | November 18,  |  
|                                                            |   | Year      |   |   | Year      |   |   | 2004 (date of |  
|                                                            |   | Ended     |   |   | Ended     |   |   | inception) to |  
|                                                            |   | April 30, |   |   | April 30, |   |   | April 30,     |  
|                                                            |   | 2008      |   |   | 2007      |   |   | 2008          |  
|                                                            |   |           |   |   |           |   |   |               |  
|                                                            |   |           |   |   |           |   |   |               |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES:                 |   |           |   |   |           |   |   |               |  
|Net income (loss)                                           | $ | 15,671    |   | $ | (28,301   | ) | $ | (105,854      | )
|Adjustments to reconcile net
      loss to net cash used in |   |           |   |   |           |   |   |               |  
|operating activities:                                       |   |           |   |   |           |   |   |               |  
|Changes in operating assets
      and liabilities:          |   |           |   |   |           |   |   |               |  
|Accounts
      receivable                                   |   | (41,896   | ) |   | 28,721    |   |   | (49,456       | )
|Goods and Services Tax receivable                           |   | 847       |   |   | 52        |   |   | (1,569        | )
|Prepaid expenses                                            |   | (5,386    | ) |   | -         |   |   | (5,386        | )
|Accounts payable and accrued liabilities                    |   | 2,807     |   |   | (20,732   | ) |   | 25,683        |  
|Deferred revenue                                            |   | 6,368     |   |   | 5,284     |   |   | 21,498        |  
|                                                            |   |           |   |   |           |   |   |               |  
|NET CASH FLOWS FROM OPERATING ACTIVITIES                    |   | (21,589   | ) |   | (14,976   | ) |   | (115,084      | )
|                                                            |   |           |   |   |           |   |   |               |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                       |   |           |   |   |           |   |   |               |  
|Loan from shareholder                                       |   | -         |   |   | -         |   |   | 40            |  
|Common shares
      issued for cash                         |   | -         |   |   | -         |   |   | 130,750       |  
|                                                            |   |           |   |   |           |   |   |               |  
|NET CASH FLOWS FROM FINANCING ACTIVITIES                    |   | -         |   |   | -         |   |   | 130,790       |  
|                                                            |   |           |   |   |           |   |   |               |  
|EFFECT OF EXCHANGE RATES ON CASH                            |   | (1,535    | ) |   | (2,819    | ) |   | (5,409        | )
|                                                            |   |           |   |   |           |   |   |               |  
|NET DECREASE IN CASH                                        |   | (23,124   | ) |   | (17,795   | ) |   | 10,297        |  
|                                                            |   |           |   |   |           |   |   |               |  
|CASH, BEGINNING OF YEAR                                     |   | 33,421    |   |   | 51,216    |   |   | -             |  
|                                                            |   |           |   |   |           |   |   |               |  
|CASH, END OF YEAR                                           | $ | 10,297    |   | $ | 33,421    |   | $ | 10,297        |  
|                                                            |   |           |   |   |           |   |   |               |  
|                                                            |   |           |   |   |           |   |   |               |  
|Supplemental Disclosures                                    |   |           |   |   |           |   |   |               |  
|Interest paid                                               |   | -         |   |   | -         |   |   | -             |  
|Income tax paid                                             |   | -         |   |   | -         |   |   | -             |  

See accompanying notes to the consolidated financial
statements.

---

|LEGEND MARKETING CORP.                     
|-------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
|FOR THE YEARS ENDED APRIL 30, 2008 AND 2007

|NOTE 1 | OPERATIONS AND GOING-CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Legend Marketing Corp. and its subsidiary (the Company)
      are involved in the distribution of print media to a target market. The
      Company currently has one full-time employee who is responsible for all
      day-to-day activities and operations of the Company. The Company was
      incorporated in the state of Nevada on November 18, 2004. On December 1,
      2004, the Board of Directors authorized management to incorporate a wholly
      owned subsidiary to distribute print media in British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Going-concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The accompanying consolidated financial statements have
      been prepared in conformity with generally accepted accounting principles
      in the United States of America, which contemplates continuation of the
      Company as a going-concern. The Company has net income of $15,671 for the
      year ended April 30, 2008 (2007  ($28,301)) and had an accumulated
      deficit of $105,854 as at April 30, 2008. These matters raise substantial
      doubt about the Companys ability to continue as a going-concern.
      Managements plan is to attempt to raise additional capital until such
      time as the Company is able to generate sufficient operating revenue.
      Continued operation of the Company is dependent upon the Companys ability
      to meet its financial requirements, raise additional capital and the
      success of its future operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Principles of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | The consolidated financial statements include the
      accounts and operations of Legend Marketing Corp. and its wholly-owned
      Canadian subsidiary, 0710154 BC Ltd. Intercompany accounts and
      transactions have been eliminated on consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Companys operations and activities are conducted
      principally in Canada hence the Canadian dollar is the Companys
      functional currency. The Companys reporting currency is the U.S. dollar.
      Foreign currency transactions and balances are translated in accordance
      with SFAS, No. 52 Foreign Currency Translation. Transactions undertaken
      in a currency other than the U.S. dollar are remeasured into U.S. dollars
      using exchange rates at the date of the transaction. Gains and losses
      arising on remeasurement or settlement of foreign currency denominated
      transactions or balances are included in the determination of income.
      Assets and liabilities of the Companys wholly owned subsidiary are
      translated into U.S. dollars using the period end exchange rate. Revenue
      and expenses are translated using average exchange rates. Translation
      gains (losses) are recorded in accumulated other comprehensive income
      (loss) as a component of stockholders equity (deficit). Foreign currency
      transaction gains and losses are included in current operations. The
      Company has not, to the date of these financial statements, entered into
      derivative instruments to offset the impact of foreign currency
      fluctuations.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Company records stock-based compensation in
      accordance with SFAS 123(R), Share-Based Payments, which requires the
      measurement and recognition of compensation expense based on estimated
      fair values for all share-based awards made to employees and directors,
      including stock options. In March 2005, the Securities and Exchange
      Commission issued SAB 107 relating to SFAS 123(R). The Company applied the
      provisions of SAB 107 in its adoption of SFAS 123(R).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

7

---

|LEGEND MARKETING CORP.                     
|-------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
|FOR THE YEARS ENDED APRIL 30, 2008 AND 2007

|NOTE 2 | SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES,(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Pursuant to the Master Purchase, Supply and Distribution
      Agreement (the Agreement) between Nuvo Magazine Ltd (Legends sole
      customer) (a company controlled by the father-in-law of a director and
      officer of the Company) and the Company, 100% of all revenue generated
      from magazine subscriptions are allocated to the Company. Subscription
      revenue is recognized over the length of the subscription. These revenues
      are received directly from Nuvo Magazine. The Company also receives 8.95%
      (6.95% until December 31, 2007) of the total advertising revenues
      generated by Nuvo Magazine, per the Agreement. These revenues are also
      received directly from Nuvo Magazine.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|.      | The Company purchases the magazines directly from Nuvo,
      paying $0.75 ($1.00 until January 31, 2007) per magazine. The purchase of
      magazines from Nuvo constitutes the Companys cost of sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Per the Agreement between Nuvo Magazine and the Company,
      compensation consists of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | o                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | o                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Revenue from magazine subscriptions, according to the
      Agreement, is recognized when all of the following conditions are met:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The subscriptions that do not fall within the current
      accounting period are deferred until the next accounting period or
      appropriate period, and are recognized over the length of the
      subscription.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Cost of sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Cost of sales consists of the purchases the Company makes
      each month from the supplier (publisher) for distribution purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company grants credit to its only customer and
      performs ongoing credit evaluations. The Company generally does not
      require collateral or charge interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company establishes an allowance for doubtful
      accounts on a case-by-case basis when it believes the required payment of
      specific amounts receivable is unlikely to occur after a review of
      historical collection experience, subsequent collections and managements
      evaluation of existing economic conditions.                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company accounts for income taxes under the asset and
      liability method. Under this method, deferred tax assets and liabilities
      are recognized and measured using enacted tax rates at the balance sheet
      date. Deferred tax expense or benefit is the result of changes in deferred
      tax assets and liabilities. Valuation allowances are established when
      necessary to reduce net deferred tax assets to amounts that are more
      likely than not to be realized.                                                                                                                                                                                                                                      

8

---

|LEGEND MARKETING CORP.                     
|-------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
|FOR THE YEARS ENDED APRIL 30, 2008 AND 2007

|NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES,(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Basic loss per share is based on net loss divided by the
      weighted average number of common shares outstanding during the period.
      Diluted loss per share is computed using the weighted average number of
      common shares and potentially dilutive common stock equivalents. For the
      periods presented, the Company does not have any common stock equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | The carrying values of cash, accounts receivable,
      accounts payable and amount due to stockholder at April 30, 2008
      approximate their fair values due to the short-term nature of these
      financial instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | The Company is exposed to credit risk with respect to its
      accounts receivable as credit is extended to customers based on the
      evaluation of their financial condition and collateral is not required.
      However, the Company mitigates this risk by performing ongoing credit
      assessments of its customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | The preparation of financial statements in conformity
      with generally accepted accounting principles in the United States of
      America requires management to make estimates 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 reporting period. Significant
      areas requiring the use of management estimates include the determination
      of valuation allowance for future tax assets and the calculation of
      stock-based compensation. While management believes the estimates used are
      reasonable, actual results could differ from those estimates and would
      impact future results of operations and cash flows.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | In December 2007, the FASB issued SFAS No. 160
      Non-controlling Interests in Consolidated Financial Statements-an
      amendment of ARB No. 51. SFAS 160 establishes accounting and reporting
      standards for the non-controlling interest in a subsidiary and for the
      deconsolidation of a subsidiary. The guidance will become effective for
      the fiscal year beginning after December 15, 2008 and will be adopted by
      the company beginning in the first quarter of fiscal year 2009. The
      adoption of this statement is not expected to have a material effect on
      the Companys consolidated financial statements.                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | In January 2008, Staff Accounting Bulletin (SAB) 110,
      Share-Based Payment was issued. Registrants may continue, under certain
      circumstances, to use the simplified method in developing estimates of the
      expected term of share options as initially allowed by SAB 107,
      Share-Based Payment. This SAB will be adopted by the company beginning
      in the first quarter of fiscal year 2009. The adoption of SAB 110 should
      have no effect on the financial position and results of operations of the
      Company.                                                                                                                                                                                                                                                                                 

9

---

|LEGEND MARKETING CORP.                     
|-------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
|FOR THE YEARS ENDED APRIL 30, 2008 AND 2007

|NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES,(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Recent accounting pronouncements,(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In May 2008, the FASB issued SFAS No. 162, The Hierarchy
      of Generally Accepted Accounting Principles. SFAS No. 162 identifies the
      sources of accounting principles and the framework for selecting the
      principles to be used in the preparation of financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles in the United States. It is effective 60
      days following the SECs approval of the Public Company Accounting
      Oversight Board amendments to AU Section 411, The Meaning of Present
      Fairly in Conformity With Generally Accepted Accounting Principles. The
      adoption of this statement is not expected to have a material effect on
      the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In March 2008, the FASB issued SFAS No. 161, Disclosures
      about Derivative Instruments and Hedging Activities  an amendment to FASB
      Statement No. 133. SFAS No. 161 is intended to improve financial
      standards for derivative instruments and hedging activities by requiring
      enhanced disclosures to enable investors to better understand their
      effects on an entity's financial position, financial performance, and cash
      flows. Entities are required to provide enhanced disclosures about: (a)
      how and why an entity uses derivative instruments; (b) how derivative
      instruments and related hedged items are accounted for under SFAS No. 133
      and its related interpretations; and (c) how derivative instruments and
      related hedged items affect an entitys financial position, financial
      performance, and cash flows. SFAS No. 161 is effective for financial
      statements issued for fiscal years beginning after November 15, 2008, with
      early adoption encouraged. The adoption of this statement is not expected
      to have a material effect on the Company's financial statements.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In December 2007, the FASB issued SFAS No. 141 (revised
      2007), Business Combinations. SFAS No. 141 (revised 2007) establishes
      principles and requirements for how the acquirer of a business recognizes
      and measures in its financial statements the identifiable assets acquired,
      the liabilities assumed, and any non-controlling interest in the acquiree.
      The statement also provides guidance for recognizing and measuring the
      goodwill acquired in the business combination and determines what
      information to disclose to enable users of the financial statements to
      evaluate the nature and financial effects of the business combination.
      SFAS No. 141 (revised 2007) applies prospectively to business combinations
      for which the acquisition date is on or after the beginning of the first
      annual reporting period beginning on or after December 15, 2008. The
      adoption of this statement is not expected to have a material effect on
      the Company's financial statements.                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 3 | ECONOMIC DEPENDENCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company act as a distributor of Nuvo Magazine Ltd., a
      company controlled by the father-in-law of the sole director and officer
      of the Company and is dependent on that company as the supplier of all
      goods sold by the Company and for the sales and collection of subscription
      and advertising revenue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

10

---

|LEGEND MARKETING CORP.                     
|-------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
|FOR THE YEARS ENDED APRIL 30, 2008 AND 2007

|NOTE 4 | RELATED PARTY TRANSACTIONS                                
|------ | ----------------------------------------------------------
|       |                                                           
|       | Related party transactions consist of the
      following:

| |                                                              |   | Year      |  |   | Year      | 
| | ------------------------------------------------------------ | - | --------- |  | - | --------- | 
| |                                                              |   | Ended     |  |   | Ended     | 
| |                                                              |   | April 30, |  |   | April 30, | 
| |                                                              |   | 2008      |  |   | 2007      | 
| | Subscription and advertising revenue
      collected by      | $ | 178,319   |  | $ | 124,440   | 
| | Nuvo Magazine Ltd., a company controlled by the              |   |           |  |   |           | 
| | father in law of the sole director and
      officer         |   |           |  |   |           | 
| | Cost of sales ,being goods supplied by Nuvo                  | $ | 77,763    |  | $ | 87,340    | 
| | Magazine Ltd., a company controlled by the
      father in   |   |           |  |   |           | 
| | law of the sole director and officer                         |   |           |  |   |           | 
| | Management salaries paid to the sole
      director, officer | $ | 21,519    |  | $ | 21,093    | 
| | and beneficial stockholder of the Company                    |   |           |  |   |           | 

Accounts receivable include $49,456
(2007  $7,560) due from a company controlled by the father-in-law of a director
and officer of the Company.

Due to stockholder at April 30, 2008
and 2007 totaled $40 and is unsecured, non-interest bearing, with no fixed
maturity date.

As at the year ended April 30, 2007, a
balance of $1,802 of management salary was due to the beneficial stockholder,
and is included in accounts payable.

All related party transactions
involving provision of services or transfer of tangible assets in the normal
course of business were recorded at the exchange amount, which is the value
established and agreed to by the related parties reflecting arms length
consideration payable for similar services or transfers.

|NOTE 5 | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Between December 14, 2004 and January 28, 2005, pursuant
      to Rule 504 of Regulation D of the Securities Actof 1934, the
      Company received subscription agreements from certain investors to
      purchase an aggregate of 5,525,000 shares of common stock at a purchase
      price of either $0.03 or $0.01 per common share for total gross proceeds
      of $130,750. All shares were issued prior to April 30, 2005. There have
      been no new share issuances between April 30, 2005 and April 30, 2008.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|NOTE 6 | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Significant components of the Companys deferred income
      tax asset are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |                                    |   | Year Ended |   |   | Year Ended |  
| | ---------------------------------- | - | ---------- | - | - | ---------- | -
| |                                    |   | April 30,  |   |   | April 30,  |  
| |                                    |   | 2008       |   |   | 2007       |  
| | Net operating losses carry-forward | $ | 105,854    |   | $ | 121,525    |  
| | Statutory income tax rates         |   | 34%        |   |   | 34%        |  
| | Deferred income tax asset          |   | 35,990     |   |   | 41,319     |  
| | Valuation allowance                |   | (34,990    | ) |   | (41,319    | )
| | Net deferred income tax asset      | $ | -          |   | $ | -          |  

11

---

|LEGEND MARKETING CORP.                     
|-------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
|FOR THE YEARS ENDED APRIL 30, 2008 AND 2007

|NOTE 6 | INCOME TAXES,(
      continued)                                                                                                                                                                                                                                       
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                       
|       | The potential benefit of net operating losses have not
      been recognized in the financial statements because the Company cannot be
      assured that it is more likely than not that it will utilize the net
      operating loss carry forwards in future years.
|       |                                                                                                                                                                                                                                                                       
|       | Reconciliation of the effective income tax rate to the
      Canadian statutory rates is as follows:                                                                                                                                                                  

| |                                                         |   | Year Ended |   |   | Year Ended |  
| | ------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                         |   | April 30,  |   |   | April 30,  |  
| |                                                         |   | 2008       |   |   | 2007       |  
| |                                                         |   |            |   |   |            |  
| |                                                         |   |            |   |   |            |  
| | Tax expense at statutory income tax rates               |   | 31.5%      |   |   | 34.1%      |  
| | Income tax (expense) benefit computed at statutory rate | $ | (4,936     | ) | $ | 10,581     |  
| | Tax rate adjustment                                     |   | (3,110     | ) |   | -          |  
| | Decrease (Increase) in valuation allowance              |   | 8,046      |   |   | (10,581    | )
| |                                                         |   |            |   |   |            |  
| |                                                         | $ | -          |   | $ | -          |  

Net operating loss carry-forwards from
operations totaling approximately $105,854 at April 30, 2008 are being carried
forward. The net operating loss carry-forwards expire beginning in 2025.

12

---

- 21 -

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL MATTERS

None.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our management, with the participation of
the issuer's principal executive and principal financial officer, has employed a
framework consistent with Exchange Act Rule 13a-15(c), to evaluate our internal
control over financial reporting described below. Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation and fair
presentation of financial statements for external purposes in accordance with
generally accepted accounting principals.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of the issuer's
principal executive and principal financial officer, conducted an evaluation of
the design and operation of our internal control over financial reporting as of
April 30, 2008 based on the criteria set forth in Internal Control  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. This evaluation included review of the documentation of controls,
evaluation of the design effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this evaluation.

In performing the assessment, management identified material
weaknesses in our internal control processes. These weaknesses included
inadequate security, lack of internal control processes over procurement and
disbursements and lack of segregation of duties.

More specifically, management has identified the following
weaknesses:

- We have no audit committee and our sole director is not independent
- There is no policy on fraud at this time
- All cash management is conducted by our sole officer, which may result in
  misappropriation of funds
- Approval of our financial statements should occur on a more timely basis

Because of these material weaknesses, our management believes
that as of April 30, 2008, our companys internal controls over financial
reporting were not effective. We are addressing these weaknesses as described
below under the section heading Changes in Internal Control Over Financial
Reporting.

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 companys
registered public accounting firm pursuant to temporary rules of the SEC that
permit our company to provide only management's report in this annual report.

---

- 22 -

Changes in Internal Controls over Financial Reporting

During the period covered by this annual report on Form 10-K,
we have not been able to remediate the material weaknesses identified above. We
plan to implement changes in internal control over financial reporting during
our fiscal year ending April 30, 2009 in order to mitigate existing weaknesses.

Our management, including our President (who is also our
principal executive officer, principal financial officer and our principal
accounting officer), does not expect that our disclosure controls and procedures
or internal controls and procedures will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurances that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints and that the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurances that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

There were no changes in our internal control over financial reporting during the fiscal year ended April 30, 2008 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

**Certifications**

Certifications with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the Exchange Act are attached to this annual report on Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

As at the date of this report, our directors and executive
officers, their ages, positions held, and duration of such, are as follows:

Name
    Position Held with our Company
    Age
    Date First Elected or
      AppointedFranco Perrotta
    President (Principal Executive Officer),
      Secretary, Treasurer (Principal Accounting Officer and Principal
      Financial Officer) and Director
    38
    October 15, 2005


Significant Employees

As at the date of this report, other than our president,
secretary, treasurer and director, Franco Perrotta, our company does not have
any significant employees.

---

- 23 -

Family relationships

There are no family relationships with any of our other
directors and officers.

Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons business experience, principal occupation during
the period, and the name and principal business of the organization by which
they were employed.

Franco Perrotta, President (Principal Executive Officer),
Secretary, Treasurer (Principal Accounting Officer and Principal Financial
Officer) and Director

Franco Perrotta was a teacher at St. Pius X Elementary School
in North Vancouver, British Columbia from 2001 to 2003. After that, Mr. Perrotta
worked as the sales director of Monte Cristo Jewellers in Vancouver, British
Columbia from 2003 to 2005. Mr. Perrotta also served as a director of Tryx
Ventures Corp., now known as MGN Technologies, Inc., from May 28, 2001, and as
the Chief Financial Officer of that company from November 3, 2003. Mr. Perrotta
resigned as a director and Chief Financial Officer of MGN Technologies Inc. on
December 12, 2005. From March 19, 2007 to May 24, 2007, Mr. Perrotta also served
as a director of Enterra Systems Inc., a British Columbia company reporting
under the Securities and Exchange Act of 1934. From January 20, 2006 to February
28, 2008, Mr. Perrotta had also served as a director of Universal Exploration
Corporation, a British Columbia company with shares listed on the TSX Venture
Exchange. Since 2005, Mr. Perrotta has worked fulltime for our company. Mr.
Perrotta currently spends approximately 60 hours per week providing services to
our company, which represents all of his working hours.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities;                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | being the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State
      authority barring, suspending or otherwise limiting for more than 60 days
      the right of such person to engage in any activity described in paragraph
      (f)(3)(i) of this section, or to be associated with persons engaged in any
      such activity;
|   |                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | being found by a court of competent jurisdiction in a
      civil action or by the Commission to have violated any Federal or State
      securities law, and the judgment in such civil action or finding by the
      Commission has not been subsequently reversed, suspended, or vacated;
      or                                                                                                  

---

- 24 -

|6. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Promoters

The promoter of our company is our president, secretary,
treasurer and director, Franco Perrotta.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that all filing requirements applicable to our officers, directors and greater
than 10% beneficial owners were complied with.

Code of Ethics

Effective September 11, 2008, our companys board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our companys president (being our principal executive officer,
principal financial officer and principal accounting officer), as well as
persons performing similar functions. As adopted, our Code of Business Conduct
and Ethics sets forth written standards that are designed to deter wrongdoing
and to promote:

|1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
|   |                                                                                                                                                                                                                              
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|   |                                                                                                                                                                                                                              
|4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
|   |                                                                                                                                                                                                                              
|5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of our companys personnel shall be accorded full access to our
president with respect to any matter which may arise relating to the Code of
Business Conduct and Ethics. Further, all of our companys personnel are to be
accorded full access to our companys board of directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
president.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our

---

- 25 -

company, consistent with generally accepted accounting
principles, and federal, provincial and state securities laws. Any employee who
becomes aware of any incidents involving financial or accounting manipulation or
other irregularities, whether by witnessing the incident or being told of it,
must report it to his or her immediate supervisor or to our companys president.
If the incident involves an alleged breach of the Code of Business Conduct and
Ethics by the president, the incident must be reported to any member of our
board of directors. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to retaliate against any individual who reports in
good faith the violation or potential violation of our companys Code of
Business Conduct and Ethics.

Our Code of Business Conduct and Ethics is attached as an
exhibit to this annual report. We will provide a copy of the Code of Business
Conduct and Ethics to any person without charge, upon request. Requests can be
sent to: Legend Marketing Corp., 73 East 14th Street, North Vancouver, British
Columbia V7L 2P5, Canada.

Corporate Governance

Nominating and Compensation Committees

We do not have standing nominating or compensation committees,
or committees performing similar functions. Our board of directors believe that
it is not necessary to have a standing compensation committee at this time
because the functions of such committee are adequately performed by our board of
directors.

Our board of directors also is of the view that it is
appropriate for us not to have a standing nominating committee because our board
of directors has performed and will perform adequately the functions of a
nominating committee. Our board of directors has not adopted a charter for the
nomination committee. There has not been any defined policy or procedure
requirements for stockholders to submit recommendations or nomination for
directors. Our board of directors does not believe that a defined policy with
regard to the consideration of candidates recommended by stockholders is
necessary at this time because we believe that, given the early stages of our
development, a specific nominating policy would be premature and of little
assistance until our business operations are at a more advanced level. There are
no specific, minimum qualifications that our board of directors believes must be
met by a candidate recommended by our board of directors. The process of
identifying and evaluating nominees for director typically begins with our board
of directors soliciting professional firms with whom we have an existing
business relationship, such as law firms, accounting firms or financial advisory
firms, for suitable candidates to serve as directors. It is followed by our
board of directors review of the candidates resumes and interview of
candidates. Based on the information gathered, our board of directors then makes
a decision on whether to recommend the candidates as nominees for director. We
do not pay any fee to any third party or parties to identify or evaluate or
assist in identifying or evaluating potential nominee.

Audit Committee

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an audit committee financial expert as defined in Item 401(h) of
Regulation S-K, nor do we have a board member that qualifies as independent as
the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that our sole director is capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our

---

- 26 -

company does not believe that it is necessary to have an audit
committee because we believe that the functions of an audit committee can be
adequately performed by the board of directors. In addition, we believe that
retaining an independent director who would qualify as an audit committee
financial expert would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated any revenues from operations to date.

Other Committees

All proceedings of our board of directors for the year ended
April 30, 2008 were conducted by resolutions consented to in writing by our
directors and filed with the minutes of the proceedings of the board of
directors. Our company currently does not have nominating, compensation or audit
committees or committees performing similar functions nor does our company have
a written nominating, compensation or audit committee charter. Our board of
directors believes that it is not necessary to have such committees, at this
time, because they can adequately perform the functions of such committees.

Our company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for
directors . Our board of directors believe that, given the stage of our
development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our
company does not currently have any specific or minimum criteria for the
election of nominees to the board of directors and we do not have any specific
process or procedure for evaluating such nominees. Our board of directors will
assess all candidates, whether submitted by management or shareholders, and make
recommendations for election or appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our president,
at the address appearing on the first page of this annual report.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended April 30, 2008; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive
officers, for our year ended April 30, 2008, are set out in the following
summary compensation table:

---

- 27 -

Name and
      Principal Position (a)
    Year
      (b)
    Salary
      ($) (c)
    Bonus
      ($) (d)
    Stock
      Awards ($) (e)
    Option
      Awards ($) (f)
    Non-Equity Incentive Plan
      Compensation ($) (g)
    Nonqualified Deferred
      Compensation Earnings ($) (h)
    All Other Compensation
      ($) (i)
    Total
      ($) (j)Franco Perrotta1President, Secretary,
      Treasurer and Director
    2008 2007
    $21,519 $21,093
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    $21,519 $21,093


(1) Franco Perrotta was appointed on October 15, 2005

Compensation Discussion and Analysis

General Philosophy. Because of the current size of our
company, we compensate our senior management primarily in cash. As our company
grows and become larger, we may compensate our senior management using a
combination of salary, bonus and equity compensation designed to be competitive
with comparable publication marketing companies while aligning managements
incentives with the long-term interests of our stockholders. To date, our
compensation setting process has consisted of targeting an overall compensation
package sufficient to entice our senior management to accept the risks inherent
in a development-stage enterprise and join our company. Consequently we have
provided no salary increases to our existing senior management team since their
respective hire dates. We anticipate developing a comprehensive incentive
compensation program at such time as we have further advanced the development of
our company.

Other. We have no severance benefits policy for our
senior executives and employment is at will. Similarly we have no
company-funded retirement plans. Finally, we have no change of control
protection for our executive management or for our employees.

Stock Options and Stock Appreciation Rights

From the date of our inception to April 30, 2008, we did not
grant any stock options or stock appreciation rights to any of our directors or
officers.

Compensation of Directors

We reimburse our directors for expenses incurred in connection
with attending board meetings. We did not pay any other directors fees or other
cash compensation for services rendered as a director for the fiscal year ended
April 30, 2008. For the fiscal year ended April 30, 2007, we have not made any
reimbursements to our director for any expenses.

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.

---

- 28 -

Employment Contracts and Termination of Employment and
Change in Control Arrangements

Other than as set out below, we have not entered into any
employment agreement or consulting agreement with our directors and executive
officers.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities authorized for issuance under equity compensation
plans

We do not currently have a stock option plan.

Security ownership of certain beneficial owners

The following table sets forth, as of April 30, 2008, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner
    Amount and Nature of Beneficial
      Ownership
    Percentage of Class(1)Franco Perrotta Director, President, Secretary and
      Treasurer 873 East 14th Street North Vancouver, BC Canada
      V7L 2P5
    1,750,000
    31.67%Director and Officer (as a group)
    1,750,000
    31.67%


(1) Based on 5,525,000 shares issued and outstanding as of
September 10, 2008.

---

- 29 -

Changes in Control

We are unaware of any contract, or other arrangement or
provision of our Articles or by-laws, the operation of which may at a subsequent
date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

Transactions with Related Persons, Promoters and Certain
Control Persons

Other than as listed below, we have not been a party to any
transaction, proposed transaction, or series of transactions in which the amount
involved exceeds $60,000, and in which, to our knowledge, any of our directors,
officers, five percent beneficial security holder, or any member of the
immediate family of the foregoing persons has had or will have a direct or
indirect material interest.

On November 30, 2004, we issued 1,750,000 common shares at an
offering price of $0.01 per share to Mauro Baessato, who was a director and an
officer of our company at the time, for gross offering proceeds of $17,500 in a
private placement transaction pursuant to Rule 504 of Regulation D of the
Securities Act of 1933.

Given that we are a start-up, development stage company, we
believe that the terms of the foregoing transactions, and the funds provided
thereby, was the only manner by which we could generate the funds required to
implement the initial stages of our business plan.

Our president, secretary, treasurer and director, Franco
Perrotta, has provided us with use of office space without charge of rent.

The promoters of our company are our president, secretary,
treasurer and director, Franco Perrotta.

Corporate Governance

We currently act with one director. As Franco Perrotta is our
sole executive officer and holds approximately 31.67% of our common stock as of
August 13, 2008, Mr. Perrotta is not an independent director as the term is
used in section 803 of the Amex Company Guide.

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that the sole member of our board of directors is capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have a standing audit, compensation or
nominating committee because we believe that the functions of such committees
can be adequately performed by the board of directors, solely consisting of
Franco Perrotta. In addition, we believe that retaining one or more directors
who would qualify as independent in accordance with Item 7(d)(3)(iv) of Schedule
14A under the Exchange Act would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact the we have not generated any revenues from operations to date.

---

- 30 -

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The aggregate fees billed by Pannell Kerr Forster, Chartered
Accountants , for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-K for the fiscal
years ended April 30, 2008 and 2007 were $23,770 and $15,024 respectively.

The aggregate fees billed by Steingarten Schechter & Co.,
Chartered Accountants , for professional services rendered for the audit of our
annual financial statements included in our annual report on Form 10-K for the
fiscal years ended April 30, 2008 and 2007 were $21,765 and $19,773
respectively.

Audit Related Fees

For the fiscal years ended April 30, 2008 and 2007, the
aggregate fees billed for assurance and related services by Pannell Kerr Forster
relating to the performance of the audit of our financial statements which are
not reported under the caption Audit Fees above, was $Nil and $Nil
respectively.

For the fiscal years ended April 30, 2008 and 2007, the
aggregate fees billed for assurance and related services by Steingarten
Schechter & Co. relating to the performance of the audit of our financial
statements which are not reported under the caption Audit Fees above, was $Nil
and $Nil respectively.

Tax Fees

For the fiscal years ended April 30, 2008 and 2007, the
aggregate fees billed by Pannell Kerr Forster for other non-audit professional
services, other than those services listed above, totalled $Nil and $Nil
respectively.

For the fiscal years ended April 30, 2008 and 2007, the
aggregate fees billed by Steingarten Schechter & Co. for other non-audit
professional services, other than those services listed above, totalled $Nil and
$Nil respectively.

All Other Fees

We did not incur any other fees, other than described above,
during the years ended April 30, 2008 and 2007.

Our board of directors, who acts as our audit committee, has
adopted a policy governing the pre-approval by the board of directors of all
services, audit and non-audit, to be provided to our company by our independent
auditors. Under the policy, the board or directors has pre-approved the
provision by our independent auditors of specific audit, audit related, tax and
other non-audit services as being consistent with auditor independence. Requests
or applications to provide services that require the specific pre-approval of
the board of directors must be submitted to the board of directors by the
independent auditors, and the independent auditors must advise the board of
directors as to whether, in the independent auditors view, the request or
application is consistent with the Securities and Exchange Commission's rules on
auditor independence.

The board of directors has considered the nature and amount of
the fees billed by Pannell Kerr Forster and believes that the provision of the
services for activities unrelated to the audit is compatible with maintaining
the independence of Pannell Kerr Forster.

---

- 31 -

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

|Exhibit | Description                                                                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                         
|3.1     | Articles of Incorporation (attached as an exhibit to our registration statement on Form SB-2 filed on March
      12, 2007).                                                                                                                                            
|        |                                                                                                                                                                                                                                                                         
|3.2     | Bylaws (attached as an exhibit to our registration statement on Form SB-2 filed on March 12, 2007).                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                         
|10.1    | Subscription Agreement between
      Legend Marketing, Corp. and the investors as set out in Item 26 of the Form
      SB-2 (attached as an exhibit to our registration statement on Form
      SB-2 filed on March 12, 2007).                                          
|        |                                                                                                                                                                                                                                                                         
|10.2    | Master Purchase, Supply and Distribution
      Agreement between Legend Marketing, Corp. and Nuvo Magazine, Ltd. dated
      on November 20, 2004 (attached as an exhibit to our registration statement
      on Form SB-2 filed on March 12, 2007).                    
|        |                                                                                                                                                                                                                                                                         
|10.3    | Amending Agreement to Master Purchase,
      Supply and Distribution Agreement between Legend Marketing Corp. and NUVO
      Magazine, Ltd. dated February 1, 2007 (attached as an exhibit to our
      registration statement on Form SB-2 filed on January 7, 2008).  
|        |                                                                                                                                                                                                                                                                         
|10.4    | Second Amending Agreement to Master
      Purchase, Supply and Distribution Agreement between Legend Marketing Corp.
      and NUVO Magazine, Ltd. dated December 17, 2007 (attached as an exhibit to our registration statement on Form SB-2 filed on January 7, 2008).
|        |                                                                                                                                                                                                                                                                         
|14.1*   | Code of Ethics and Business Conduct                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                         
|21      | Subsidiaries of Legend Marketing,
      Corp. 
      0710154 B.C. Ltd. (British Columbia)                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                         
|31.1*   | Section
      302 Certification under Sarbanes-Oxley Act of 2002 of Franco Perrotta                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                         
|32.1*   | Section
      906 Certification under Sarbanes-Oxley Act of 2002 of Franco Perrotta                                                                                                                                                                                     

*filed herewith

---

- 32 -

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 MARKETING CORP.

/s/ Franco PerrottaBy: Franco Perrotta, President,
Secretary, Treasurer and Director(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer) 
Dated: June 12,
2009

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/ Franco PerrottaBy: Franco Perrotta, President,
Secretary, Treasurer and Director(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer) 
Dated: June 12,
2009

---