UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-K10-K/A

____________________________

EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2009

Commission File # 333-152830

LEGEND MINING INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

75-3268988

(IRS Employer Identification Number)

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

Guangdong Province, China

(Address of principal executive offices)

86-13268166474

(Registrant’s telephone number)

 

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

 

None.

 

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

 

(Title of Class)

 

 

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

 

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

 

 

 

 

 

 

 

 

 

 

Business Development

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

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

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

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

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

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

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

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

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

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

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

We do not have any subsidiaries.

We have no customers.

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

None.

We do not own or lease any property.

 

There are no legal proceedings pending or threatened against us.

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

PART II

Our shares of common stock are quoted for trading onIn the OTC Bulletin Board under the symbol LDMI.  However, no trades ofmost recently completed fiscal year ended March 31, 2009, our shares of common stock have occurredwere quoted through the facilities of the OTC Bulletin Board from April 1, 2009 until July 6, 2009.  However, none of our shares traded through the OTC Bulletin Board electronic market during that time. On July 6, 2009, quotation of our shares of common stock on the OTC Bulletin Board ceased due to our failure to comply with Rule 15c2-11 of the dateExchange Act of this annual report.1934.

As of June 25, 2009,February 16, 2010 there are 30 holders of our common stock.

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

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

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

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

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

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

None.

None.

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

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

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

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

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

We did not earn any revenues for the year ended March 31, 2009.  We incurred operating expenses in the amount of $28,112$38,112 for the year ended March 31, 2009, compared to $8,583 for the year ended March 31, 2008, consisting of bank chargesgeneral and interestadministrative expenses of $566,$33,009, mineral property expenses of $4,728, and professional feesinterest expense of $22,818.$375.  At March 31, 2009, we had assets of $16,454 ($17,467 – March 31, 2008) consisting of cash and we had total liabilities recorded at $28,149$38,149 ($1,050 - March 31, 2008).  These consisted of loans from a related party of $25,000 and accounts payable and accrued liabilities of $3,149.$13,149.

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

We have had no operating revenues since our inception on July 1, 2007 through March 31, 2009, and have incurred operating expenses in the amount of $36,695$46,695 for the same period.  Our activities have been financed from the proceeds of share subscriptions and loans from a related party.

For the period from inception on July 1, 2007 through March 31, 2009, we incurred bank chargesgeneral and interestadministrative expenses of $600,$34,092, mineral property expenses of $12,228, and professional feesinterest expense of $23,867.$375.  

During the year ended March 31, 2009, we incurred a net loss of $(28,112)$(38,112), which resulted in an accumulated deficit of $(36,695)$(46,695).

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

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

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

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

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

 

 

 

 

 

 

 

 

 

Legend Mining Inc.

 

(An Exploration Stage Company)

 

 

 

 

March 31, 2009 and 2008

 

 

 

 

 

 

 

 

 

 

 

 

PCAOB & ASSOCIATES, CHARTEREDCPAB REGISTERED AUDITORS

To the Board of Directors

Legend Mining Inc.

(An Exploration Stage Company)

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

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has incurred losses since inception resulting in an accumulated deficit of $36,695,$46,695 as at March 31, 2009, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 3.1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Las Vegas, Nevada

 

The Accompanying Notes are an Integral Part of These Financial Statements

The Accompanying Notes are an Integral Part of These Financial Statements

 

The Accompanying Notes are an Integral Part of These Financial Statements

The Accompanying Notes are an Integral Part of These Financial Statements

(An Exploration Stage Company)

March 31, 2009 and March 31, 2008

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

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $36,695$46,695 as at March 31, 2009 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.  

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

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

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

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

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

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

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

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

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

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

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

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

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

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

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

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

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

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

In February 2006,January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures.  This amendment to Topic 932 has improved the reserve estimation and disclosure requirements by (1) updating the reserve estimation requirements for changes in practice and technology that have occurred over the last several decades and (2) expanding the disclosure requirements for equity method investments.  This is effective for annual reporting periods ending on or after December 31, 2009.  However, an entity that becomes subject to the disclosures because of the change to the definition oil- and gas- producing activities may elect to provide those disclosures in annual periods beginning after December 31, 2009.  Early adoption is not permitted.  The Company does not expect the provisions of ASU 2010-03 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued SFAS No. 155, “AccountingAccounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Certain Hybrid Financial Instruments-anDecreases in Ownership of a Subsidiary.  This amendment to Topic 810 clarifies, but does not change, the scope of FASB Statements No. 133current US GAAP.  It clarifies the decrease in ownership provisions of Subtopic 810-10 and 140”,removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP.  An entity will be required to simplify and make more consistentfollow the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, to permit fair value re-measurement for any hybrid financial instrument with an embedded derivativeamended guidance beginning in the period that otherwise would require bifurcation, providedit first adopts FAS 160 (now included in Subtopic 810-10).  For those entities that have already adopted FAS 160, the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the Impairment or Disposal of Long-Lived Assets”, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued afteramendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard isentity adopted FAS 160.  The Company does not expected to have a significant effect on the Company's future reported financial position or results of operations.

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

In September 2006,expect the SEC issued SAB No. 108, "Considering the Effectsprovisions of Prior Year  Misstatements when Quantifying Misstatements  in  Current  Year Financial Statements."  SAB  No.  108  addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year   financial   statements.  SAB  No.  108  requires  companiesASU 2010-02 to quantify misstatements usinghave a  balance  sheet  and  income  statement approach  and to evaluate  whether  either  approach  results  in  quantifying an  error that is material in light of relevant quantitative and qualitative factors.  SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of SAB No. 108 had no material effect on the Company's financial statements.position, results of operations or cash flows of the Company.

In September  2006,January 2010, the FASB issued SFAS No. 157, "Fair Value Measures"Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force).  This Statement defines fair  value, establishesamendment to Topic 505 clarifies the stock portion of a frameworkdistribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for measuring fair value in generally accepted accounting  principles (GAAP),  expands disclosures about fair value measurements,purposes of applying Topics 505 and applies under other accounting pronouncements that require260. Effective for interim and annual periods ending on or permit fair value measurements. SFAS No. 157after December 15, 2009, and would be applied on a retrospective basis.  The Company does not require any new fair value measurements. However,expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

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

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements.  This update changed the accounting model for revenue arrangements that include both tangible products and software elements.  Effective prospectively for some

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 15909-1, (ASC Topic 470) “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”).  The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender.  An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors.  EITF 09-1 is effective for fiscal years that beginning on or after NovemberDecember 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position2009 and results of operations.

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

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

In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The provisions of SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140, eliminate the exemption from consolidation for non-acquired contingencies;

In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) “Not-for-Profit Entities: Mergers and Acquisitions – including an amendment of FASB Statement No. 142” (“SFAS 164”). The provisions of SFAS 164 provide guidance on accounting for a substantial numbercombination of new disclosure requirements. The statement applies prospectively to business combinationsnot-for-profit entities either via merger or acquisition.  SFAS 164 is effective for whichmergers occurring on or after the acquisition date isbeginning of an initial reporting period beginning on or after December 15, 2009 and acquisitions occurring on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. We do not expect the adoption of FAS141(R) to have and effect on our consolidated financial statements.

In May 2008,June 2009, the Securities and Exchange Commission’s Office of the Chief Accountant and Division of Corporation Finance announced the release of Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and regulations. Specifically, the staff is updating the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140 (ASC Topic 860), “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (ASC Topic 810) (revised December 2003), “Consolidation of  Variable  Interest Entities − an interpretation of ARB  No. 51 (ASC Topic 810),” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

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

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

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

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

(An Exploration Stage Company)

Notes To The Financial Statements

March 31, 2009 and March 31, 2008

As of March 31, 2009, the Company had net operating loss carry forwards of approximately $36,695$46,695 that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

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

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

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

 

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

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

None.

PART III

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

 

 

 

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

 

Mr. Chen has acted as our sole director and officer since July 21, 2007. For the past 56 years, Mr. Chen has worked as a General Manager for Guang Zhou Peace Gift Co., Ltd in the gifts export business. Mr. Chen intends to devote approximately 20% of his business time to our affairs. Mr. Chen does not have any technical experience in the mineral exploration property business sector.

 

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

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

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

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

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

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers for all services rendered in all capacities to us for the period from our inception through the fiscal period ended March 31, 20082009 and for the fiscal year ended March 31, 2008.2009.

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

Our directors do not receive salaries for serving as directors.

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

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

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

 

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

 

Transactions with related persons

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

Our principal accountants Moore And Associates, CHTD, rendered invoices to us during the fiscal periods indicated for the following fees and services:

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

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

PART IV

(a)  Financial Statements

(b)  Exhibits

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

(c)  Financial Statement Schedules

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

Tao Chen

President, Chief Executive Officer and Director

Secretary, Principal Accounting Officer

Principal Financial Officer, Treasurer

indicated.

Tao Chen

President, Chief Executive Officer and Director

Secretary, Principal Accounting Officer

Principal Financial Officer, Treasurer