<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from ________________ to _______________

                                    000-24835
                            (Commission file number)

                               LEGEND MOBILE, INC.
        (Exact name of small business issuer as specified in its charter)

                   DELAWARE                              38-3399098
         (State or other jurisdiction                   (IRS Employer
       of incorporation or organization)             Identification No.)

                   450 SOUTH WAGNER ROAD, ANN ARBOR, MI 48104
                    (Address of principal executive offices)

                                 (734) 327-9556
                           (Issuer's telephone number)


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity. As of June 30, 2003 - 8,833,686 shares of Common Stock

Transitional Small Business Disclosure Format (check one):  Yes [ ]   No [X]

<PAGE>

                               LEGEND MOBILE, INC.
                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheet as of June 30, 2003         2

           Condensed Consolidated Statements of Operations for
           the three and six months ended June 30, 2003 and 2002            3

           Condensed Consolidated Statements of Cash Flows for
           the six months ended June 30, 2003 and 2002                      4

           Notes to Condensed Consolidated Financial Statements            5-9

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                      10-14

Item 3.    Controls and Procedures                                         14


Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                               15

Item 2.    Change in Securities and Use of Proceeds                        15

Item 3.    Defaults Upon Senior Securities                                 15

Item 4.    Submission of Matters to a Vote of Security Holders             15

Item 5.    Other Information                                               15

Item 6.    Exhibits and Reports on Form 8-K                                15

SIGNATURES                                                                 16

Part III.  EXHIBITS


<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2003
                                   (Unaudited)

                                     ASSETS
CURRENT ASSETS:
     Cash                                                          $         --
                                                                   -------------
TOTAL CURRENT ASSETS                                                         --

FIXED ASSETS, NET                                                         4,425
INVESTMENT IN LEGEND CREDIT, INC.                                        14,800
OTHER ASSETS                                                              2,226
                                                                   -------------
TOTAL ASSETS                                                       $     21,451
                                                                   =============

                     LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
     Cash overdraft                                                $        241
     Accounts payable and accrued expenses                            1,027,978
     Advances from officer                                               18,387
     License fees payable                                               200,000
     Notes payable                                                      656,250
                                                                   -------------
TOTAL CURRENT LIABILITIES                                             1,902,856
                                                                   -------------
PROFIT PARTICIPATION OBLIGATION                                       1,000,000
COMMITMENTS AND CONTINGENCIES                                                --
SHAREHOLDERS' DEFICIT
     Preferred stock, par value $0.01; 1,000,000 shares
       authorized; 2,225 shares issued and outstanding                       22
     Series B convertible preferred stock; par value $.01;
       850,000 shares authorized; 850,000 shares issued and
       outstanding                                                        8,500
     Common stock, par value $0.001; 10,000,000 shares
       authorized; 8,833,686 shares issued and outstanding                8,833
     Additional paid-in capital                                      12,571,463
     Stock subscription receivable                                     (156,300)
     Accumulated deficit                                            (15,313,923)
                                                                   -------------
TOTAL SHAREHOLDERS' DEFICIT                                          (2,881,405)
                                                                   -------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                        $     21,451
                                                                   =============

                 See accompanying notes to financial statements.

                                       2
<PAGE>

<TABLE>
                           LEGEND MOBILE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (Unaudited)

<CAPTION>
                                                      FOR THE THREE                  FOR THE SIX
                                                       MONTHS ENDED                  MONTHS ENDED
                                                         JUNE 30,                      JUNE 30,
                                                ---------------------------   ---------------------------
                                                    2003           2002           2003           2002
                                                ------------   ------------   ------------   ------------

<S>                                             <C>            <C>            <C>            <C>
REVENUE                                         $     1,433    $    32,780    $     7,080    $    57,672

COST OF REVENUE                                         285         70,877          1,414         92,201
                                                ------------   ------------   ------------   ------------

GROSS PROFIT                                          1,148        (38,097)         5,666        (34,529)

EXPENSES:
      Product development                                --        110,635             --        134,705
      Selling, general and administrative           109,285        149,335        165,894        312,510
                                                ------------   ------------   ------------   ------------
TOTAL EXPENSES                                      109,285        259,970        165,894        447,215
                                                ------------   ------------   ------------   ------------

LOSS FROM OPERATONS                                (108,137)      (298,067)      (160,228)      (481,744)
                                                ------------   ------------   ------------   ------------

OTHER EXPENSES:
      Interest expense                              (48,113)       (10,629)       (96,227)       (92,504)
                                                ------------   ------------   ------------   ------------
TOTAL OTHER EXPENSES                                (48,113)       (10,629)       (96,227)       (92,504)
                                                ------------   ------------   ------------   ------------

NET LOSS                                        $  (156,250)   $  (308,696)   $  (256,455)   $  (574,248)
                                                ============   ============   ============   ============

BASIC AND DILUTED LOSS PER COMMON SHARE         $     (0.02)   $     (0.04)   $     (0.03)   $     (0.08)
                                                ============   ============   ============   ============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND DILUTED                                 8,695,843      7,426,521      8,658,002      7,108,535
                                                ============   ============   ============   ============

                      See accompanying notes to financial statements.

                                             3
</TABLE>
<PAGE>

<TABLE>
                           LEGEND MOBILE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)

<CAPTION>
                                                                  FOR THE SIX
                                                                  MONTHS ENDED
                                                                    JUNE 30,
                                                          ---------------------------
                                                              2003           2002
                                                          ------------   ------------
<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                $  (256,455)   $  (574,248)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                              2,932          7,851
      Issuance of shares for license fees/services                 --         78,067
      Issuance of shares for financing costs                       --         71,250
      Issuance of warrants for services/financing costs        15,235         57,197
      Repricing of options and warrants                        20,390             --
      Gain on settlement agreement                                 --       (111,662)
  Changes in operating assets and liabilities:
      Accounts receivable                                          --         (8,895)
      Inventory                                                    --         88,160
      Other receivables                                        30,610             --
      Accounts payable and accrued expenses                   131,791         40,492
      License fees payable                                         --       (625,000)
                                                          ------------   ------------

NET CASH USED IN OPERATING ACTIVITIES                         (55,497)      (976,788)
                                                          ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances to officers                                             --        (25,000)
  Purchase of fixed assets                                         --         (4,800)
                                                          ------------   ------------

NET CASH USED IN INVESTING ACTIVITIES                              --        (29,800)
                                                          ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in cash overdraft                                        110             --
  Advances from officer, net                                   18,387             --
  Repurchase of shares                                             --        (15,000)
  Proceeds from private placement offerings, net               37,000      1,012,250
                                                          ------------   ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                      55,497        997,250
                                                          ------------   ------------

DECREASE IN CASH                                                   --         (9,338)

CASH, BEGINNING OF PERIOD                                          --         14,022
                                                          ------------   ------------

CASH, END OF PERIOD                                       $        --    $     4,684
                                                          ============   ============

                      See accompanying notes to financial statements.

                                            4
</TABLE>
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)


NOTE 1 - DESCRIPTION OF COMPANY AND GOING CONCERN
         UNCERTAINTY:

The unaudited consolidated financial statements have been prepared by Legend
Mobile, Inc. (the "Company"), pursuant to the rules and regulations of the
Securities and Exchange Commission. The information furnished herein reflects
all adjustments (consisting of normal recurring accruals and adjustments) which
are, in the opinion of management, necessary to fairly present the operating
results for the respective periods. Certain information and footnote disclosures
normally present in annual consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes for the year ended December 31,
2002 included in the Company's Annual Report on Form 10-KSB. The results of the
six months ended June 30, 2003 are not necessarily indicative of the results to
be expected for the full year ending December 31, 2003.

The Company was incorporated in Delaware on January 13, 1998 and is the
successor to Interactive Entertainment Studio, Inc. (IES). IES was incorporated
in the State of Nevada on May 27, 1997 and was merged into the Company in March
1998 for the sole purpose of changing the domicile of the Company to Delaware.
This merger was retroactively reflected in the December 31, 1997 financial
statements. On June 27, 2002, the Company filed a Certificate of Amendment to
its Certificate of Incorporation to amend the Company's Certificate of
Incorporation name from PTN Media, Inc. to Legend Mobile, Inc

The Company is a developer and marketer of mobile accessories such as faceplates
for cellular phones, mobile data services, and mobile applications. The Company
has licensing agreements with a number of popular licensors including Nelly,
Christina Aguilera, Playboy Enterprises, Rusty Wallace, and the Arena Football
League. The Company seeks to sell its products through traditional retailers,
online retailers, and through direct response channels. The Company's products
are manufactured by third parties utilizing our designs and licensed trademarks.

On April 1, 2003, Mr. Peter Klamka, CEO of the Company, contributed the rights
to an affinity credit card business valued at $37,000 to the Company's wholly
owned subsidiary, Legend Credit, Inc. (formerly PTN Wireless, Inc.). Mr.
Klamka's contribution has been determined pursuant to Accounting Principles
Board Opinion No. 29, "Nonmonetary Transactions," using his cost basis in the
investment, which is the most readily determinable cost. In exchange for this
contribution Legend Credit, Inc. issued to Mr. Peter Klamka, 60% of the issued
and outstanding shares of common stock and the Company issued to Mr. Klamka
850,000 shares of Series B convertible preferred stock that were valued at
$22,200 and $14,800, respectively. There have been no operations for Legend
Credit, Inc. from its incorporation to June 30, 2003. The Company retains a 40%
minority interest in Legend Credit, Inc. which will be accounted for using the
equity method.


                                       5
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

The Company, since its inception, has incurred net losses of $15,313,923 and at
June 30, 2003 current liabilities exceeded current assets by $1,902,856. In
addition, the Company is delinquent in certain payments due for license fees and
notes payable. In 2002, the Company raised net proceeds of $1,037,250 in private
placement offerings of its common stock and has been able to raise $37,000 from
the sale of its common stock in 2003. The Company may be unable to continue in
existence unless it is able to arrange additional financing and achieve
profitable operations. Management plans to raise additional capital and expects
to generate cash from the sale of products through out the remainder of 2003.

The financial statements do not include any adjustments relating to the
recoverability of assets that might be necessary in the event the Company cannot
continue in existence.

The accounting policies followed by the Company are set forth in Note 2 to the
Company's financial statements included in its annual report on Form 10-KSB for
the year ended December 31, 2002 and which is incorporated herein by reference.
Specific reference is made to this report for a description of the Company's
securities and the notes to the financial statements included therein.

NOTE 2 - STOCK  OPTIONS:

The Company has adopted only the disclosure provisions of SFAS No. 148 and 123,
"Accounting for Stock-Based Compensation." It applies Accounting Principles
Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its Stock Option Plan and does not
recognize compensation expense for its Stock Option Plan other than for
restricted stock and options issued to outside third parties. If the Company had
elected to recognize compensation expense based upon the fair value at the grant
date for awards under the Stock Option Plan consistent with the methodology
prescribed by SFAS No. 123, the Company's net loss and loss per share would be
reduced to the pro forma amounts indicated below for the six months ended June
30, 2003 and 2002:

                                                          2003           2002
                                                      ----------      ----------
     Net loss, as reported                            $(256,455)      $(574,248)
     Compensation recognized under APB 25                    --              --
     Compensation recognized under SFAS 123            ( 37,310)             --
                                                      ----------      ----------
     Pro forma net loss                               $(293,765)      $(574,248)
                                                      ==========      ==========
     Loss per share:
        Basic and diluted, as reported                $   (0.03)      $   (0.08)
                                                      ==========      ==========
        Basic and diluted, proforma                   $   (0.03)      $   (0.08)
                                                      ==========      ==========

The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for the six months ended June 30, 2003: risk-free interest rate of
3.5%; dividend yields of 0%; volatility factors of the expected market price of
the Company's common stock of 134%; and a weighted average expected life of the
option of 3 years. There were 515,500 options granted during the six months
ended June 30, 2003.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully


                                       6
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)


transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of employee stock options.

In April 2003, the Company repriced 800,000 option and warrants and took a
charge to earnings of $20,390 as a result of this repricing.


NOTE 3 - COMMON AND PREFERRED STOCK :

In January 31, 2003, the Company issued 20,000 shares of common stock in a
private placement offering that resulted in gross proceeds of $20,000. Also, in
January 2003, the Company issued 25,000 shares of common stock as payment for
$20,166 of debt.

In February 2003, the Company issued 2,500 shares of common stock for the
conversion of 125 shares of Series A preferred stock.

Also, in May 2003, the Company issued 100,000 shares of common stock as payment
for $16,000 of debt. Also, in June 2003, the Company issued 106,250 shares of
common stock in a private placement offering that resulted in gross proceeds of
$17,000.

During the three months ended June 30, 2003, the Company issued to Mr. Peter
Klamka, 850,000 shares of Series B Convertible Preferred Stock ("Series B
Preferred") as consideration for the contribution of an affinity credit card
business to Legend Credit, Inc.

In the event of a voluntary or involuntary liquidation, dissolution or winding
up of the Company, prior to the time the Series B Preferred shares become
convertible into common shares, the holders of Series B Preferred shall be
entitled to $0.01 per share. In the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Company after the time the Series
B Preferred shares become convertible into common shares, the holders of Series
B Preferred shall be entitled to share with the holders of Common Shares pari
passu in the assets of the Company, on an as converted basis, whether such
assets are capital or surplus of any nature. The Series B Preferred shall be
convertible upon the earlier to occur of: (i) the date the Company generates net
profits in any two consecutive fiscal quarters or (ii) April 1, 2006.

The conversion of Series B Preferred shall be on the basis of ten shares of
Common Stock for one Series B Preferred share, as may be adjusted from time to
time. Upon conversion, the holder of the Series B Preferred will be required to
pay to the Company a conversion price for each share of Common Stock equal to
$0.10.

The holders of the Series B Preferred shall vote on all matters with the
holders of the Common Stock (and not as a separate class) on a ten votes per
share basis. The holders of the Series B Preferred shall be entitled to
receive all notices relating to voting as are required to be given to the
holders of the Common Stock.

NOTE 4 - PROFIT PARTICIPATION OBLIGATION:

On November 22, 2000 the Company issued a promissory note to an investor in the
amount of $1,000,000. The note bore interest at 9.25% and was due on April 1,
2001. During 2001, the note holder converted the full amount of the note into a
profit participation obligation that provides for the holder to receive 7.5% of
the profits from the sale of the Claudia Schiffer Palm Pilot, the Michael Jordan
Palm Pilot and any other celebrity branded Palm Pilot that the Company sells.
The $1,000,000 profit participation obligation will be reduced as profits
payments, if any, are made to the holder.

NOTE 5 - EARNINGS (LOSS) PER SHARE:

The Company reports earnings (loss) per share in accordance with SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares available. Diluted earnings (loss) per share is computed similar
to basic earnings (loss) per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. Diluted earnings (loss) per share has not been presented

                                       7
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)


since the effect of the assumed conversion of options and warrants to purchase
common shares would have an anti-dilutive effect. The following potential common
shares have been excluded from the computation of diluted net loss per share for
the nine ended June 30, 2003 and 2002 because the effect would have been
anti-dilutive:

                                                           2003         2002
                                                        ----------   ----------
    Conversion of Series A preferred stock                  44,500       47,000
    Conversion of Series B converible preferred stock    8,500,000           --
    Stock options issued to employees and consultants
        under the Company's stock option plan            1,150,000    1,150,000
    Stock options issued outside of plan                        --       25,000
    Warrants issued to officers                            231,000      231,000
    Warrants issued for services                           650,000      650,000
    Warrants issued with note conversion                   500,000      200,000
    Warrants issued for penalty                            126,000           --
    Warrants issued with notes                             180,000      180,000
                                                        ----------   ----------
                                                        11,381,500    2,483,000
                                                        ==========   ==========

NOTE 6 - JORDAN AGREEMENT

On June 27, 2002, the Company and Michael Jordan entered into a settlement
agreement pursuant to a three year agreement between the Company and Mr. Jordan
dated December 27, 2000. The settlement calls for the Company to pay Mr. Jordan
$468,750, discontinue making any reference to Jordan's name, image, likeness and
endorsement, and returning any products associated with Mr. Jordan's name. As a
result of this settlement agreement, the Company had recognized a gain of
$111,662 which was included in general and administrative expenses in the
statement of operations for the year ended December 31, 2002. This gain resulted
by removing the remaining license fee payable of $625,000, offset by the
$468,750 accrual to settle the agreement and the return of $44,588 in inventory.
The amount due to Mr. Jordan was to be paid $234,375 in October 2002 and the
remaining $234,375 in January 2003. The Company has not made the payment due in
October 2002 nor the payment due in January 2003. Since the Company is in
default on the amounts due to Mr. Jordan, it has accrued interest in accordance
with the terms of the contract.

NOTE 7 - RECLASSIFICATIONS

Certain amounts in the 2002 financial statements have been reclassified to
conform with the 2003 presentation.

NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities", effective for contracts entered

                                       8
<PAGE>


                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)


into or modified after June 30, 2003, except as stated below and for hedging
relationships designated after June 30, 2003. In addition, except as stated
below, all provisions of this Statement should be applied prospectively. The
provisions of this Statement that relate to Statement 133 Implementation Issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
should continue to be applied in accordance with their respective effective
dates. In addition, paragraphs 7(a) and 23(a), which relate to forward purchases
or sales of when-issued securities or other securities that do not yet exist,
should be applied to both existing contracts and new contracts entered into
after June 30, 2003. The Company does not participate in such transactions,
however, is evaluating the effect of this new pronouncement, if any, and will
adopt FASB 149 within the prescribed time.

During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a freestanding financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously classified as equity.
Some of the provisions of this Statement are consistent with the current
definition of liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements. The Company is evaluating the effect of this new
pronouncement and will adopt FASB 150 within the prescribed time.

                                       9
<PAGE>

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


FORWARD LOOKING STATEMENTS

This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, our ability to fully establish our proposed websites and our ability
to conduct business with Palm, Inc. and be successful in selling products.
Although we believe the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
contained in the report will prove to be accurate.

GENERAL

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related footnotes for the year ended
December 31, 2002 included in our Annual Report on Form 10-KSB. The discussion
of results, causes and trends should not be construed to imply any conclusion
that such results or trends will necessarily continue in the future.

We were incorporated in Delaware on January 13, 1998 and are the successor to
Interactive Entertainment Studio, Inc. (IES). IES was incorporated in the State
of Nevada on May 27, 1997 and was merged into us in March 1998 for the sole
purpose of changing the domicile of the company to Delaware. This merger was
retroactively reflected in the December 31, 1997 financial statements. On June
27, 2002 we changed our name to Legend Mobile, Inc.

We are a developer and marketer of mobile accessories such as faceplates for
cellular phones, mobile data services, and mobile applications. We signed a
supply and distribution agreement as of February 25, 2002 with Motorola Inc. to
supply mobile accessories and mobile applications using our rights to Christina
Aguilera. Motorola has indicated it has interest in working with additional
properties that we have under license including multi-platinum recording artist,
Nelly. There can be no assurance that any such agreement regarding additional
licensed properties will be concluded between Motorola and us. We are seeking
additional licenses in the area of mobile phones and mobile applications. We
have secured the services of three developers of mobile applications to provide
the design services necessary. In addition to Tony Stewart, we have concluded
license agreements with five additional NASCAR drivers including, Rusty Wallace,
Mark Martin, Jeff Burton, Matt Kenseth and Kurt Busch for mobile phones, mobile
accessories and mobile software. We have a three year license agreement with

                                       10
<PAGE>

Playboy that provides for us to sell Playboy images, games and editorial content
for mobile phones with color displays, handheld computers and wireless e-mail
devices.

Since our inception, we have incurred net losses of $15,313,923 and at June 30,
2003 current liabilities exceeded current assets by $1,902,856. In addition, we
are delinquent in certain payments due for license fees and notes payable. We
may be unable to continue in existence unless we are able to arrange additional
financing and achieve profitable operations. We plan to raise additional capital
and expect to generate cash from the sale of products through out the remainder
of 2003.

On December 29, 2000, we entered into a three-year license agreement with
Michael Jordan, the National Basketball Association player, granting us the
right to use Mr. Jordan's name, likeness and image in connection with the
proposed advertisement, promotion and sale of certain branded Palm Inc.
products, including the Palm Pilot series. In addition to the standard features
of Palm products, we planned that the Michael Jordan edition include branding,
identification and software applications that will appeal to the market segment
associated with Mr. Jordan. On June 27, 2002, we entered into a settlement
agreement with Michael Jordan pursuant to the aforementioned three year
agreement. The settlement calls for us to pay Mr. Jordan $468,750, discontinue
making any reference to Jordan's name, image, likeness and endorsement, and
returning any products associated with Mr. Jordan's name. As a result of this
settlement agreement, we have recognized a gain of $111,662 which was included
in general and administrative expenses in the statement of operations for the
year ended December 31, 2002. This gain resulted by removing the remaining
license fee payable of $625,000, offset by the $468,750 accrual to settle the
agreement and the return of $44,588 in inventory. The amount due to Mr. Jordan
was to be paid $234,375 in October 2002 and the remaining $234,375 in January
2003. We have not made the payment due in October 2002 or the payment due in
January 2003. Since we are in default on the amounts due to Mr. Jordan, we have
accrued interest in accordance with the terms of the contract.

Our business model is to grow in the area of mobile handsets and mobile
applications. This business model includes seeking to obtain licenses with
well-known motorsports and entertainment figures, develop large promotional
programs that permit us to market our products more effectively and develop
other distribution channels. We recently signed a three year license agreement
with Playboy that provides for us to sell Playboy images, games and editorial
content for mobile phones with color displays, handheld computers and wireless
e-mail devices.

                                       11
<PAGE>

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Management bases
its estimates and judgments on historical experiences and on various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. The
most significant accounting estimates inherent in the preparation of the
Company's financial statements relate to the allowance for doubtful accounts.
These accounting policies are described at relevant sections in this discussion
and analysis and in the notes to the consolidated financial statements included
in our Annual Report on Form l0-KSB for the year ended December, 31, 2002.

Results of Operations

Three months ended June 30, 2003 vs. June 30, 2002

Revenue for the three months ended June 30, 2003 decreased by $31,347 or 95.6%
from $32,780 for the three months ended June 30, 2002 to $1,433 for the same
period in 2003. Revenue for the three months ended June 30, 2002 was principally
from the sale of the Michael Jordan edition of the Palm and the sale of face
plates for cellular phones. As a result of a settlement agreement with Mr.
Jordan, we discontinued selling any products using the Michael Jordan name,
likeness or image effective July 1, 2002. Revenue for the three months ended
June 30, 2003 was from the sale of face plates for cellular phones.

Cost of revenue for the three months ended June 30, 2003 decreased by $70,592 or
99.6% from $70,877 for the three months ended June 30, 2002 to $285 for the same
period in 2003. The decrease is a direct result of the decrease in revenue. Cost
of revenue as a percentage of revenue was 19.9% and 216.2% for the three months
ended June 30, 2003 and 2002, respectively. The face plates have a much higher
gross margin than did the Michael Jordan edition of the Palm. During June 2002,
we sold 500 Michael Jordan edition Palms at a price substantially below our cost
that has resulted in negative gross margin.

Product development costs for the three months ended June 30, 2003 decreased by
$110,635 or 100% from $110,635 for the three months ended June 30, 2002 to $0
for the same period in 2003. We did not have any money to spend on product
development during the three months ended June 30, 2003.

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<PAGE>

General and administrative expenses for the three months ended June 30, 2003
decreased by $40,050 or 26.8% from $149,335 for the three months ended June 30,
2002 to $109,285 for the same period in 2003. The decrease is due to limited
cash which required us to significantly reduce our overhead. Included in general
and administrative expense for the three months ended June 30, 2003 is $20,390
related to the repricing of 800,000 options and warrants.

Interest expense and financing costs for the three months ended June 30, 2003
increased by $37,484 or 352.7% from $10,629 for the three months ended June 30,
2002 to $48,113 for the same period in 2003. The increase is due to increased
borrowings and an additional charge to financing costs for the three months
ended June 30, 2003 of $6,403 related to 18,000 warrants issued to a note holder
as a penalty for not repaying the note on its due date.

Six months ended June 30, 2003 vs. June 30, 2002

Revenue for the six months ended June 30, 2003 decreased by $50,592 or 87.7%
from $57,672 for the six months ended June 30, 2002 to $7,080 for the same
period in 2003. Revenue for the six months ended June 30, 2002 was principally
from the sale of the Michael Jordan edition of the Palm and the sale of face
plates for cellular phones. As a result of a settlement agreement with Mr.
Jordan, we discontinued selling any products using the Michael Jordan name,
likeness or image effective July 1, 2002. Revenue for the six months ended June
30, 2003 was from the sale of face plates for cellular phones.

Cost of revenue for the six months ended June 30, 2003 decreased by $90,787 or
98.5% from $92,201 for the six months ended June 30, 2002 to $1,414 for the same
period in 2003. The decrease is a direct result of the decrease in revenue. Cost
of revenue as a percentage of revenue was 19.9% and 159.9% for the six months
ended June 30, 2003 and 2002, respectively. The face plates have a much higher
gross margin than did the Michael Jordan edition of the Palm. During June 2002,
we sold 500 Michael Jordan edition Palms at a price substantially below our cost
that has resulted in negative gross margin.

Product development costs for the six months ended June 30, 2003 decreased by
$134,705 or 100% from $134,705 for the six months ended June 30, 2002 to $0 for
the same period in 2003. We did not have any money to spend on product
development during the six months ended June 30, 2003.

                                       13
<PAGE>

General and administrative expenses for the six months ended June 30, 2003
decreased by $146,616 or 46.9% from $312,510 for the six months ended June 30,
2002 to $165,894 for the same period in 2003. The decrease is due to limited
cash which required us to significantly reduce our overhead. Included in general
and administrative expense for the six months ended June 30, 2003 is $20,390
related to the repricing of 800,000 options and warrants.

Interest expense and financing costs for the six months ended June 30, 2003
increased by $3,723 or 4.0% from $92,504 for the six months ended June 30, 2002
to $96,227 for the same period in 2003. For the six months ended June 30, 2002
we converted the $1,000,000 promissory note issued by us in November 2000 a
royalty participation certificate which reduced interest expense. However,
during the six months ended June 30, 2002 we took an additional charge to
financing costs of $71,250 related to the issuance of 45,000 shares of common
stock to investors for not registering their shares in a timely manner. For the
six months we took a charge to financing costs of $12,806 related to 36,000
warrants issued to a note holder as a penalty for not repaying the note on its
due date.

Liquidity and Capital Resources

In 2002, we raised net proceeds of $1,037,250 in a private placement offering of
our common stock and have been able to raise $37,000 from the sale of our common
stock in 2003.

We have incurred net losses since our inception of $15,313,923. In order for us
to continue in existence, we will have to raise additional capital through the
sale of equity or debt or generate sufficient profits from operations, or a
combination of both.

Item 3. Controls and Procedures

As required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer. Based on this evaluation, these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. There were no significant changes to our internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of their evaluation.

                                       14
<PAGE>

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.


Part II. OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Change in Securities and Use of Proceeds

During the six months ended June 30, 2003, the Company issued 126,250 shares of
common stock in a private placement offering that resulted in gross proceeds of
$37,000. The sale of the securities were exempt under the Securities Act of
1933, as amended, in reliance on Regulation D promulgated thereunder.

During the three months ended June 30, 2003, the Company issued 850,000 shares
of Series B Convertible Preferred Stock in a private placement as partial
consideration for an affinity credit card business contributed to the Company's
subsidiary, Legend Credit, Inc. The Series B Preferred Shares are convertible
into the Company's common stock upon the earlier to occur of: (i) the date the
Company generates net profits in any two consecutive quarters as reported on the
Company's Form 10-QSB or Form 10-Q, as the case may be; or (ii) April 1, 2006.
The Series B Preferred Shares vote on all matters with the holders of the
Company's common stock (and not as a separate class) on a ten votes per share
basis. The sale of the securities was exempt under the Securities Act of 1933,
as amended, in reliance on Regulation D promulgated thereunder.

Item 3.  Defaults Upon Senior Securities

None

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

None

Item 5.  Other Information

In April 2003, Peter Klamka transferred an affinity credit-card business to the
Company's subsidiary, Legend Credit, Inc., and agreed to continue to be
personally liable in respect of the personal guarantees issued by him in
connection with that credit card business in exchange for a 60% interest in
Legend Credit, Inc. and the issuance by the Company of 850,000 shares of Series
B Convertible Preferred Stock of the Company.

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

31.1     Certification of the Chief Executive Officer and Chief Financial
         Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification of the Chief Executive Officer and Chief Financial
         Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

None

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<PAGE>


                                   SIGNATURES

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

                                          Legend Mobile, Inc.

                                          By: /s/ Peter Klamka
                                          -------------------------------------
                                          Peter Klamka
                                          Chief Executive Officer and Principal
                                          Accounting Officer

Date: August 19, 2003

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