UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 

Date of Report (Date of earliest event reported) October 10, 2011
 
STEVIA FIRST CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction
of incorporation
000-53832
(Commission
File Number)
75-3268988
(IRS Employer
Identification No.)

862 Murray Ct.
Yuba City, California
(Address of principal executive offices)
95991
(Zip Code)
 

Registrant's telephone number, including area code   858-361-4499
 
LEGEND MINING INC.
(Former name or former address, if changed since last report)
   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))


 

 
 

 


 
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp.  As a result, we have changed our name from “Legend Mining Inc.” to “Stevia First Corp.”  We changed the name of our company to better reflect the direction and business of our company.

In addition, effective October 10, 2011, we effected a seven (7) for one (1) forward stock split of our authorized, issued and outstanding common stock.  As a result, our authorized capital has increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001.  Our issued and outstanding share capital has increased from 7,350,000 shares of common stock to 51,450,000 shares of common stock.


SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

The name change and forward stock split became effective with FINRA’s Over-the-Counter Bulletin Board at the opening for trading October 12, 2011, under the stock symbol “LDMID”.  The “D” will be removed from the symbol in 20 business days.  In addition, 10 business days after the “D” is removed, FINRA will provide us with a new symbol that will more closely reflect our new name.

Our new CUSIP number is 86031Q 104.


SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.
 

 
(d) Exhibits
Exhibit No.
Description of Exhibit
3.1
Articles of Merger filed with the Secretary of State of Nevada on September 23, 2011 and which is effective October 10, 2011.
3.2
Certificate of Change filed with the Secretary of State of Nevada on September 23, 2011 and which is effective October 10, 2011.

 

 

 
2

 


 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
Date: October 13, 2011
 
 
  STEVIA FIRST CORP.
 
 
  By:
/s/ Avtar Dhillon
 
  Name:
Avtar Dhillon
 
  Title:
President and Director






 
 
 
 
 
 
 
 
 
 
 

 








 
3

 

EXHIBIT INDEX

Exhibit No.
Description of Exhibit
Page Number
3.1
Articles of Merger filed with the Secretary of State of Nevada on September 23, 2011 and which is effective October 10, 2011.
5
3.2
Certificate of Change filed with the Secretary of State of Nevada on September 23, 2011 and which is effective October 10, 2011.
 







 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 





 
4

 

 
EXHIBIT 3.1
 
 
Filed in the office of
Ross Miller
Secretary of State
State of Nevada
 
 
Document Number
20110687375-10
Filing Date and Time
09/23/2011  8:00 AM
Entity Number
E0456982007-7
 
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1

USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Merger
(Pursuant to NRS Chapter 92A)

1) 
Name and jurisdiction of organization of each constituent entity (NRS 92A.200):
 
 
¨
If there are more than four merging entities, check box and attach an 81/2” x 11” blank sheet containing the required information for each additional entity from article one.

Stevia First Corp.
Name of merging entity
   
     
Nevada
 
Corporation
Jurisdiction
 
 
Entity Type *
Legend Mining Inc.
Name of merging entity
   
     
Nevada   Corporation
Jurisdiction
 
 
Entity Type *
 
Name of merging entity
   
     
     
Jurisdiction
 
 
Entity Type *
 
Name of merging entity
   
     
     
Jurisdiction
 
 
Entity Type *
and,
   
Legend Mining Inc.
Name of surviving entity
   
     
Nevada
 
Corporation
Jurisdiction
 
Entity Type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00
 
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 1
Revised: 10-25-10
 
 
 

 
 
 
 
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2

USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY

2)
Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):

Attn:

c/o:

3) 
(Choose one)

 
¨
The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

 
x
The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

4)
Owner’s approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity)
 
¨
if there are more than four merging entities, check box and attach an 8 ½ “ x 11” blank sheet containing the required information for each additional entity from the appropriate section of article four.

 
(a)
Owner’s approval was not required from

Stevia First Corp.
Name of merging entity, if applicable
 
Legend Mining Inc.
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
and, or;
 
Legend Mining Inc.
Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 2
Revised: 10-25-10
 
 
 

 
 
 

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3

USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY


 
(b)
The plan was approved by the required consent of the owners of *:
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable

and, or;
 
 
Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.


This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 3
Revised: 10-25-10
 
 
 

 
 
 
 
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4

USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY

 
(c) 
Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable

and, or;
 
 
Name of surviving entity, if applicable
 
 
This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 4
Revised: 10-25-10
 
 
 

 
 
 

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5

USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY

5)
Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article 1 of the Articles of Incorporation of the surviving entity shall be amended to read:
 
"1. Name of Corporation: Stevia First Corp."

6) 
Location of Plan of Merger (check a or b):

 
¨
(a) The entire plan of merger is attached;

or,

 
x
(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7)     Effective date (optional)**:
October 10, 2011
 
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 5
Revised: 10-25-10
 
 
 

 
 
 
 
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6

USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY

8)
Signatures· Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

 
¨
if there are more than four merging entities, check box and attach an 8 ½ “ x 11” blank sheet containing the required information for each additional entity from article eight:

Stevia First Corp.
Name of merging entity
 
   /s/ Avtar Dhillon
President, Secretary, Treasurer
September 22, 2011
Signature Title Date
 
Legend Mining Inc.
Name of merging entity
 
   /s/ Avtar Dhillon   President, Secretary, Treasurer September 22, 2011
Signature Title Date
 
 
Name of merging entity
 
     
Signature Title Date
 
 
Name of merging entity
 
     
Signature Title Date
  
Legend Mining Inc.
Name of surviving entity
 
 /s/ Avtar Dhillon
President, Secretary, Treasurer
September 22, 2011
Signature Title Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.
Nevada Secretary of State 92A Merger Page 6
Revised: 10-25-10
 
 
 

 
 
 
AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT dated as of September 14, 2011

BETWEEN:

 
STEVIA FIRST CORP. , a Nevada corporation, having its offices at 862 Murray Ct., Yuba City, CA 95991

(“ Stevia First ”)
AND:

LEGEND MINING INC. , a Nevada corporation, having its offices at 862 Murray Ct., Yuba City, CA  95991

(“ Legend ”)

WHEREAS:

A.
Stevia First is a wholly owned subsidiary of Legend;

B.
The boards of directors of Stevia First and Legend deem it advisable and in the best interests of their respective companies and shareholders that Stevia First be merged with and into Legend, with Legend remaining as the surviving corporation under the name “Stevia First Corp.”;

C.
The board of directors of Stevia First has approved the plan of merger embodied in this Agreement; and

D.
The board of directors of Legend has approved the plan of merger embodied in this Agreement.

THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

1.
THE MERGER

The Merger

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Stevia First shall be merged with and into Legend in accordance with the applicable laws of the State of Nevada (the “ Merger ”).  The separate existence of Stevia First shall cease, and Legend shall be the surviving corporation under the name “Stevia First Corp.” (the “ Surviving Corporation ”) and shall be governed by the laws of the State of Nevada.
 
 

 
1

 


Effective Date

The Merger shall become effective on the date and at the time (the “ Effective Date ”) that:

 
(a)
the Articles of Merger, in substantially the form annexed hereto as Appendix A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

 
(b)
after satisfaction of the requirements of the laws of the State of Nevada.

Articles of Incorporation

On the Effective Date, the Articles of Incorporation of Legend, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Legend, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Stevia First Corp.”

Bylaws

On the Effective Date, the Bylaws of Legend, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

Directors and Officers

The directors and officers of Legend immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2.
CONVERSION OF SHARES

Common Stock of Legend

Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Legend, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.001 per share (the “ Survivor Stock ”).
 

 

 
2

 

Common Stock of Stevia First

Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Stevia First, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

Exchange of Certificates

Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

3.
EFFECT OF MERGER

Rights, Privileges, Etc.

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Stevia First and Legend; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Stevia First and Legend on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Stevia First or Legend, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Stevia First and Legend shall be preserved unimpaired, and all liens upon the property of Stevia First or Legend shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

Further Assurances

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Stevia First such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Stevia First and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Stevia First or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
 

 
3

 


4.
GENERAL

Abandonment

Notwithstanding any approval of the Merger or this Agreement by the shareholders of Stevia First or Legend or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Stevia First and Legend.

Amendment

At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Stevia First and Legend.

Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

Counterparts

In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

Electronic Means

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

STEVIA FIRST CORP.
Per:
/s/ Avtar Dhillon
Authorized Signatory


LEGEND MINING INC.
Per:
/s/ Avtar Dhillon
Authorized Signatory
 
 
 
 

 
4

 

APPENDIX A TO AGREEMENT AND PLAN OF MERGER
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
5

 

 
EXHIBIT 3.2
 
 
 
Filed in the office of
Ross Miller
Secretary of State
State of Nevada
 
 
Document Number
20110687374-09
Filing Date and Time
09/23/2011  8:01 AM
Entity Number
E0456982007-7
 
 
Certificate of Change Pursuant
to NRS 78.209

USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations

 
 
 
 
1. Name of corporation:

Legend Mining Inc.

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.


3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

75,000,000 shares of common stock with a par value of $0.001 per share

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

525,000,000 shares of common stock with a par value of $0.001 per share
 
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

The Corporation shall issue seven (7) shares of common stock for every one (1) share of common stock issued and outstanding immediatly prior to the effective date of the forward stock split.

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

No fractional shares shall be issued. Fractional shares will be rounded up..

7. Effective date of filing: (optional)

October 10, 2011
(must not be later than 90 days after the certificate is filed)

8. Signature: (required)

/s/ Avtar Dhillon
President, Secretary, Treasurer
Signature of Officer Title