---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2008

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

For the transition period from _________ to _________

Commission File No. 000-53091

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

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

73 East 14th Street, North Vancouver, British Columbia,
Canada V7L 2P5(Address of principal executive offices) (zip
code)

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

N/A(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X]     No [   ]

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 definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]     No [X]

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

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court. Yes [ 
 ]     No [   ]

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APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity as of the latest practicable date: As of May 12,
2009, there were 5,525,000shares of common stock, par value
$0.001, outstanding.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have been prepared by Legend
Marketing Corp. (the Company) without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted in accordance with such SEC rules and regulations. It is the opinion of
management that the interim consolidated financial statements for the six months
ended October 31, 2008 include all adjustments necessary in order to ensure that
the interim consolidated financial statements are not misleading.

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

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LEGEND MARKETING CORP.CONSOLIDATED BALANCE SHEET(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.

---

2.

LEGEND MARKETING CORP.CONSOLIDATED STATEMENT OF OPERATIONS ANDCOMPREHENSIVE INCOME (LOSS)(Stated in US dollars)

AccumulatedfromThree
    
    
    Three
    
    
    
    
    
    
    
    
    NovemberMonths
    
    
    Months
    
    
    Six Months
    
    
    Six Months
    
    
    18, 2004Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (date ofOctober 31,
    
    
    October 31,
    
    
    October 31,
    
    
    October 31,
    
    
    incorporation)2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    to October31,
      2008REVENUE
    $
    46,772
    
    $
    46,442
    
    $
    88,871
    
    $
    84,823
    
    $
    507,662COST OF SALES
    
    18,033
    
    
    19,473
    
    
    37,711
    
    
    38,037
    
    
    335,621GROSS INCOME
    
    28,739
    
    
    26,969
    
    
    51,160
    
    
    46,786
    
    
    172,041OPERATING EXPENSESProfessional fees
    
    19,777
    
    
    13,199
    
    
    35,605
    
    
    20,103
    
    
    138,138Management salaries (note 4)
    
    5,444
    
    
    3,965
    
    
    11,384
    
    
    9,569
    
    
    75,805Office and miscellaneous
    
    448
    
    
    1,187
    
    
    2,357
    
    
    1,751
    
    
    62,138Total operating expenses
    
    25,669
    
    
    18,351
    
    
    49,346
    
    
    31,423
    
    
    276,081NET INCOME (LOSS) BEFOREOTHER ITEM
    
    3,070
    
    
    8,618
    
    
    1,814
    
    
    15,363
    
    
    (104,040
    )OTHER ITEMForeign currency
      translation adjustment
    
    (2,330
    )
    
    (1,519
    )
    
    (2,681
    )
    
    (424
    )
    
    (8,090
    )COMPREHENSIVE INCOME
      (LOSS)
    $
    740
    
    $
    7,099
    
    $
    (867
    )
    $
    14,939
    
    $
    (112,130
    )Basic and diluted earnings
      (loss) percommon share
    
    (0.000
    )
    
    0.001
    
    
    (0.000
    )
    
    0.002
    
    
    (0.020
    )Basic weighted average number ofcommon shares outstanding
    
    5,525,000
    
    
    5,525,000
    
    
    5,525,000
    
    
    5,525,000
    
    
    5,525,000


See accompanying notes to the consolidated financial
statements.

---

3.

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  |  
|                                                         |  |              |  |   |           |  |   |               |  |   |             |   |   |               |   |   |         |  
|Foreign currency translation adjustment                  |  | -            |  | $ | -         |  | $ | -             |  | $ | (2,681      | ) | $ | -             |   | $ | (2,681  | )
|                                                         |  |              |  |   |           |  |   |               |  |   |             |   |   |               |   |   |         |  
|Net income                                               |  | -            |  | $ | -         |  | $ | -             |  | $ | -           |   | $ | 1,814         |   | $ | 1,814   |  
|                                                         |  |              |  |   |           |  |   |               |  |   |             |   |   |               |   |   |         |  
|BALANCE OCTOBER 31, 2008                                 |  | 5,525,000    |  | $ | 5,525     |  | $ | 125,225       |  | $ | (8,090      | ) | $ | (104,040      | ) | $ | 18,620  |  

See accompanying notes to the consolidated financial
statements.

---

4.

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

|                                                   |   |             |   |   |                |   |   | Accumulated   |  
|-------------------------------------------------- | - | ----------- | - | - | -------------- | - | - | ------------- | -
|                                                   |   |             |   |   |                |   |   | from          |  
|                                                   |   |             |   |   |                |   |   | November      |  
|                                                   |   |             |   |   |                |   |   | 18, 2004      |  
|                                                   |   | Six Months  |   |   | Six            |   |   | (date of      |  
|                                                   |   | Ended       |   |   | Months         |   |   | inception) to |  
|                                                   |   | October 31, |   |   | Ended          |   |   | October 31,   |  
|                                                   |   | 2008        |   |   | October        |   |   | 2008          |  
|                                                   |   |             |   |   | 31,
      2007 |   |   |               |  
|                                                   |   |             |   |   |                |   |   |               |  
|                                                   |   |             |   |   |                |   |   |               |  
|CASH FLOWS FROM OPERATING ACTIVITIES:              |   |             |   |   |                |   |   |               |  
|Net income (loss)                                  | $ | 1,814       |   | $ | 15,363         |   | $ | (104,040      | )
|Changes in operating assets
      and liabilities: |   |             |   |   |                |   |   |               |  
|Accounts
      receivable                          |   | 41,902      |   |   | (2,501         | ) |   | (7,554        | )
|Goods and Services Tax receivable                  |   | (111        | ) |   | 2,040          |   |   | (1,680        | )
|Prepaid expenses                                   |   | (5,129      | ) |   | (3,000         | ) |   | (10,515       | )
|Accounts payable and accrued liabilities           |   | (21,532     | ) |   | 2,558          |   |   | 4,151         |  
|Deferred revenue                                   |   | (5,457      | ) |   | 6,794          |   |   | 16,041        |  
|                                                   |   |             |   |   |                |   |   |               |  
|NET CASH FLOWS FROM OPERATING ACTIVITIES           |   | 11,487      |   |   | 21,254         |   |   | (103,597      | )
|                                                   |   |             |   |   |                |   |   |               |  
|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                   |   | (2,681      | ) |   | (424           | ) |   | (8,090        | )
|                                                   |   |             |   |   |                |   |   |               |  
|NET INCREASE IN CASH                               |   | 8,806       |   |   | 20,830         |   |   | 19,103        |  
|                                                   |   |             |   |   |                |   |   |               |  
|CASH (BANK INDEBTEDNESS), BEGINNING OF PERIOD      |   | 10,297      |   |   | 33,421         |   |   | -             |  
|                                                   |   |             |   |   |                |   |   |               |  
|CASH, END OF PERIOD                                | $ | 19,103      |   | $ | 54,251         |   | $ | 19,103        |  

See accompanying notes to the consolidated financial statements.

---

LEGEND MARKETING CORP. NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED OCTOBER 31, 2008

NOTE 1 OPERATIONS AND GOING-CONCERN

Organization

The Company was incorporated in the
State of Nevada. The Company is involved in the distribution of print media to a
target market in British Columbia, Canada. The Company currently has one
full-time employee who is responsible for all day-to-day activities and
operations of the Company.

Going-concern

These consolidated financial
statements have been prepared on a going concern basis, which contemplates the
Company will continue to realize its assets and discharge its liabilities in the
normal course of business. The Company has a profit of $1,814 for the period
ended October 31, 2008 (2007  profit $15,363) and had an accumulated deficit of
$104,040 as at October 31, 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. These financial
statements do not include any adjustments to the recoverability and
classification of recorded assets, amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going
concern.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and
Consolidation

The accompanying consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles in the United States of America. 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.

Interim Consolidated Financial
  Statements

The interim unaudited consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions to Securities and Exchange Commission (SEC) Form 10-Q.
They do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. Therefore,
these financial statements should be read in conjunction with the Companys
audited consolidated financial statements and notes thereto for the year ended
April 30, 2008, included in the Companys Annual Report on Form 10-K.

The consolidated financial statements
included herein are unaudited; however they contain all normal recurring
accruals and adjustments that, in the opinion of management, are necessary to
present fairly the Companys consolidated financial position at October 31, 2008
and April 30, 2008, and the consolidated results of its operations and
consolidated cash flows for the six months ended October 31, 2008 and 2007. The
results of operations for the six months ended October 31, 2008 are not
necessarily indicative of the results to be expected for future quarters or the
full year.

5

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LEGEND MARKETING CORP. NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED OCTOBER 31, 2008

|NOTE 2 | SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES,(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Foreign currency
      translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Companys operations and activities are conducted
      principally in Canada hence the Canadian dollar is the functional
      currency. The Company translates financial statements into the functional
      currency as follows: non-monetary assets and liabilities are translated at
      historical rates, and monetary assets and liabilities are translated at
      exchange rates in effect at the end of the period. Income statement
      accounts are translated at average rates for the period. Gains and losses
      from translation of foreign currency financial statements into the
      functional currency are included in current results of operations. Gains
      and losses resulting from foreign currency transactions are also included
      in current results of operations.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Companys reporting currency is the United States
      dollar. The Company translates financial statements into the reporting
      currency as follows: assets and liabilities are translated at the rates of
      exchange on the balance sheet date, and revenues and expenses are
      translated at average rates of exchange during the period. The resulting
      translation adjustments are included as part of other comprehensive
      income.                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Pursuant to the Master Purchase, Supply and Distribution
      Agreement (the Agreement) between Nuvo Magazine Ltd (Legends sole
      customer) 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 come via
      Nuvo Magazine, and not directly from the customers. 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 distributed to the Company 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | • | 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.                                                                                                       

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 the Company makes each month from the supplier (publisher) for
distribution purposes.

6

---

LEGEND MARKETING CORP. NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED OCTOBER 31, 2008

|NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES,(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | 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 owed 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.                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | 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 October 31, 2008
      approximate their fair values due to the short-term nature of these
      financial instruments. Foreign currency transactions are primarily
      undertaken in Canadian dollars. The financial risk is the risk to the
      Companys operations that arise from fluctuations on foreign exchange
      rates and degree of volatility of these rates.                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | 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 and maintains an allowance for doubtful
      accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | 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.

7



---

LEGEND MARKETING CORP. NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED OCTOBER 31, 2008

|NOTE 2 | SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES,(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | 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 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. The adoption of SAB 110 should have no effect on
      the financial position and results of operations of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | In May 2008, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 163, Accounting for Financial Guarantee
      Insurance Contracts  An interpretation of FASB Statement No. 60. SFAS
      No. 163 requires that an insurance enterprise recognize a claim liability
      prior to an event of default when there is evidence that credit
      deterioration has occurred in an insured financial obligation. It also
      clarifies how Statement 60 applies to financial guarantee insurance
      contracts, including the recognition and measurement to be used to account
      for premium revenue and claim liabilities, and requires expanded
      disclosures about financial guarantee insurance contracts. It is effective
      for financial statements issued for fiscal years beginning after December
      15, 2008, except for some disclosures about the insurance enterprises
      risk- management activities. SFAS No. 163 requires that disclosures about
      the risk- management activities of the insurance enterprise be effective
      for the first period beginning after issuance. Except for those
      disclosures, earlier application is not permitted. The adoption of this
      statement is not expected to have a material effect on the Companys
      financial statements.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | 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.                                                                                                                                                                     

8

---

LEGEND MARKETING CORP. NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED OCTOBER 31, 2008

|NOTE 2 | SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES,(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Recent accounting
      pronouncements(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | 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 collection of subscription and
      advertising revenue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|NOTE 4 | RELATED PARTY
      TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Related party transactions
      consist of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                                              |   | 6 Months    |  |   | 6 Months    | 
| | ------------------------------------------------------------ | - | ----------- |  | - | ----------- | 
| |                                                              |   | Ended       |  |   | Ended       | 
| |                                                              |   | October 31, |  |   | October 31, | 
| |                                                              |   | 2008        |  |   | 2007        | 
| |                                                              |   |             |  |   |             | 
| | Subscription and advertising revenue
      collected by      | $ | 88,871      |  | $ | 84,823      | 
| | 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                  | $ | 37,711      |  | $ | 38,037      | 
| | Magazine Ltd., a company controlled by the father in         |   |             |  |   |             | 
| | law of the sole director and officer                         |   |             |  |   |             | 
| |                                                              |   |             |  |   |             | 
| | Management salaries paid to the sole
      director, officer | $ | 11,384      |  | $ | 9,569       | 
| | and beneficial stockholder of the Company                    |   |             |  |   |             | 

Accounts receivable include $7,554
(2007  $10,061) due from a company controlled by the father-in-law of a
director and officer of the Company.

Due to stockholder at October 31, 2008
and 2007 totaled $40 and is unsecured, non-interest bearing, with no fixed
maturity date.

---

LEGEND MARKETING CORP. NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED OCTOBER 31, 2008

|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 common shares 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.

---

Item
2.           Managements
Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly 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 quarterly 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 quarterly report, the
materials referred to in this quarterly report, and the materials incorporated
by reference into this quarterly 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 quarterly 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 quarterly 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.

Corporate History

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.

Results of Operations

Three Months Ended October 31, 2008 Compared to Three Months
Ended October 31, 2007

Revenues for the three months ended October 31, 2008 were
$46,772, compared to revenues of $46,442 for the three months ended October 31,
2007. The increase in revenues during our three months ended October 31, 2008
reflects the increasing fees earned under the amended terms of our agreement
with NUVO Magazine and the popularity of NUVO Magazine, which has generated
increased subscription proceeds.

Cost of sales was $18,033, or 39% of revenues, for the three
months ended October 31, 2008, compared to $19,473 or 42% of revenues for the
three months ended October 31, 2007. We have done a better job at controlling
the costs of sales but we anticipate that cost of sales will increase slightly
in the future as our company generates more subscriptions for NUVO Magazine and
other future clients.

15

---

General and administrative expenses were $25,669 for the three
months ended October 31, 2008, compared to $18,351 for the three months ended
October 31, 2007. Professional fees for the three months ended October 31, 2008
were $19,777, compared to $13,199 for the three months ended October 31, 2007.
We anticipate that we will continue to incur increasing professional fees, such
as legal and accounting fees, as a result of our company intending to become a
publicly reporting company in the United States.

We reported a net income of $3,070 for the three months ended
October 31, 2008.

Six Months Ended October 31, 2008 Compared to Six Months
Ended October 31, 2007

Revenues for the six months ended October 31, 2008 were
$88,871, compared to revenues of $84,823 for the six months ended October 31,
2007. The increase in revenues during our six months ended October 31, 2008
reflects the increasing fees earned under the amended terms of our agreement
with NUVO Magazine and the popularity of NUVO Magazine, which has generated
increased subscription proceeds.

Cost of sales was $37,711, or 42% of revenues, for the six
months ended October 31, 2008, compared to $38,037 or 45% of revenues for the
six months ended October 31, 2007. We have done a better job at controlling the
costs of sales but we anticipate that cost of sales will increase slightly in
the future as our company generates more subscriptions for NUVO Magazine and
other future clients.

General and administrative expenses were $49,346 for the six
months ended October 31, 2008, compared to $31,423 for the six months ended
October 31, 2007. Professional fees for the six months ended October 31, 2008
were $35,605, compared to $20,103 for the six months ended October 31, 2007. We
anticipate that we will continue to incur increasing professional fees, such as
legal and accounting fees, as a result of our company intending to become a
publicly reporting company in the United States.

We reported a net income of $1,814 for the six months ended
October 31, 2008.

Financial Condition, 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

16

---

internal controls.

Estimated Cost of Becoming a Publicly
      Reporting Company During the Next Twelve MonthsLegal fees
    $20,000Independent Registered Public
    $14,000AccountantsInternal 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 October 31, 2008 was $19,103, compared
to $10,297 as at April 30, 2008. As at October 31, 2008, we had working capital
of $18,620, compared to a working capital of $19,487 as at April 30, 2008. 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. 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 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. 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.

17

---

Going Concern

The financial statements included with this quarterly 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 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.

Summary of Significant 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 the functional currency. We
translate financial statements into the functional currency as follows:
non-monetary assets and liabilities are translated at historical rates, and
monetary assets and liabilities are translated at exchange rates in effect at
the end of the period. Income statement accounts are translated at average rates
for the period. Gains and losses from translation of foreign currency financial
statements into the functional currency are included in current results of
operations. Gains and losses resulting from foreign currency transactions are
also included in current results of operations.

Our companys reporting currency is the United States dollar.
We translate financial statements into the reporting currency as follows: assets
and liabilities are translated at the rates of exchange on the balance sheet
date, and revenues and expenses are translated at average rates of exchange
during the period. The resulting translation adjustments are included as part of
other comprehensive income.

Revenue recognition

Pursuant to the Master Purchase, Supply and Distribution
Agreement (the Agreement) between Nuvo Magazine Ltd (Legends sole customer)
and our company, 100% of all revenue generated from magazine subscriptions are
allocated to our company. Subscription revenue is recognized over the length of
the subscription. These revenues come via Nuvo Magazine, and not directly from
the customers. We also receive 8.95% (6.95% until December 31, 2007) of the
total advertising revenues generated by Nuvo Magazine, per the Agreement. These
revenues are also distributed to the company 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 cost of sales.

18

---

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.

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 we make each month from
the supplier (publisher) for distribution purposes.

Accounts receivable

Our company grants credit to our only customer and performs
ongoing credit evaluations. We generally do not require collateral or charge
interest.

Our company establishes an allowance for doubtful accounts on a
case-by-case basis when we believe the required payment of specific amounts owed
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 July 31, 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, we
mitigate this risk by performing ongoing credit assessments of our customers and
maintain an allowance for doubtful accounts.

19

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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. 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. The adoption of SAB 110 should have no effect on the financial
position and results of operations of our company.

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts 
An interpretation of FASB Statement No. 60. SFAS No. 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation. It also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprises risk- management
activities. SFAS No. 163 requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
beginning after issuance. Except for those disclosures, earlier application is
not permitted. The adoption of this statement is not expected to have a material
effect on our companys financial statements.

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 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

20

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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.

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 quarterly 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.

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 and we have
generated $88,871 in revenues for the six month period ended October 31, 2008.
We generated a net income of $15,671 for the fiscal year ended April 30, 2008
and we have generated a net income of $1,814 for the six month period ended
October 31, 2008. We had a working capital of $24,971 as at April 30, 2008 and
$18,620 as at October 31, 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.

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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 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 October 31, 2008, we had cash in the amount of $19,103
and a working capital of $18,620. 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.

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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 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

23

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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
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 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.

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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
3.           Quantitative and
Qualitative Disclosures About Market Risk.

Not applicable.

Item
4T.         Controls And Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms, and that such information
is accumulated and communicated to our management, including our President (who
is also our principal executive officer, principal financial officer and our
principal accounting officer) to allow for timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and procedures,
our management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.

As of October 31, 2008, the three month period covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our management, including our President (who is also our
principal

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executive officer, principal financial officer and our
principal accounting officer), of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our President
(who is also our principal executive officer, principal financial officer and
our principal accounting officer) concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this
quarterly report. In particular, we have identified weaknesses including
inadequate security, lack of internal control processes over procurement and
disbursements and lack of segregation of duties. More specifically, management
has also 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

Management continues to review processes and will make
necessary changes to strengthen the Companys system of internal controls over
financial reporting.

There were no changes in our internal control over financial reporting during the three months ended October 31, 2008 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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 quarterly report on Form 10-Q.

Part II. OTHER INFORMATION

Item
1.           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 1A.        Risk
Factors.

Not applicable.

Item
2.           Unregistered
Sales of Equity Securities and Use of Proceeds.

None.

Item
3.           Defaults Upon
Senior Securities.

None.

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

None.

Item
5.           Other
Information.

None.

Item
6.           Exhibits.

|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).                   

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|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 (attached as an exhibit to our Form 10-K filed
    on June 12, 2009).                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                             
|21    | Subsidiaries
        of Legend Marketing, Corp. 
        0710154 B.C. Ltd. (British Columbia)                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                             
|31.1* | Section
        302 Certification                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                             
|32.1* | Section
        906 Certification                                                                                                                                                                                                                                                           

* filed herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this quarterly report to be signed on its behalf by the
undersigned, thereunto duly authorized.

LEGEND MARKETING CORP.

|By:   | /s/ Franco Perrotta                                                                              
|----- | -------------------------------------------------------------------------------------------------
|      | Franco Perrotta                                                                                  
|      | President, Secretary, Treasurer
      and Director                                               
|      | (Principal Executive Officer,
      Principal Financial Officer and Principal Accounting Officer)
|      |                                                                                                  
|Date: | June 12, 2009                                                                                    

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