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 March 31, 2005

[ ]       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.)

             3600 Green Court, Suite 110, Ann Arbor, Michigan 48105
                    (Address of principal executive offices)

                                 (734) 389-0270
                           (Issuer's telephone number)

                                       N/A
              (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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of March 31, 2005 - 19,048,021
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                                              2

Item 1.  Financial Statements                                               2

         Consolidated Balance Sheet as of March 31, 2005 (unaudited)        2

         Consolidated Statements of Operations for the
         three months ended March 31, 2005 and 2004 (unaudited)             3

         Consolidated Statement of Stockholders' Deficit for the
         three months ended March 31, 2005                                  4

         Consolidated Statements of Cash Flows for the
         three months ended March 31, 2005 and 2004 (unaudited)             5

         Notes to Consolidated Financial Statements (unaudited)             6

Item 2.  Management's Discussion and Analysis or Plan of Operation         11

Item 3.  Controls and Procedures                                           16

PART II. OTHER INFORMATION                                                 16

Item 1.  Legal Proceedings                                                 16

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds       17

Item 3.  Defaults Upon Senior Securities                                   17

Item 4.  Submission of Matters to a Vote of Security Holders               17

Item 5.  Other Information                                                 17

Item 6.  Exhibits                                                          17

SIGNATURES                                                                 18




                                       1
<PAGE>
<TABLE>
<CAPTION>

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

                      Legend Mobile, Inc. and Subsidiaries

                           Consolidated Balance Sheet

                                                                        March 31,
                                                                          2005
                                                                      ------------
                                                                       (unaudited)
<S>                                                                   <C>
                                     ASSETS

CURRENT ASSETS:
     Cash                                                             $      3,927
                                                                      ------------
TOTAL CURRENT ASSETS                                                         3,927
                                                                      ------------

FIXED ASSETS, NET                                                            1,636
GOODWILL                                                                    48,188
                                                                      ------------
TOTAL ASSETS                                                          $     53,751
                                                                      ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                      184,635
     Accrued expenses                                                    1,071,787
     Accrued interest                                                      329,260
     Advances from officer                                                  23,412
     License fees payable                                                  200,000
     Notes payable                                                         676,250
     Note payable - officer                                                291,000
                                                                      ------------
TOTAL CURRENT LIABILITIES                                                2,776,344
                                                                      ------------

MINORITY INTEREST                                                             --

STOCKHOLDERS' DEFICIT
     Series A Preferred Stock; $0.001 par value; 2,225 shares
       authorized; 2,225 shares issued and outstanding                          22
     Series B Convertible Preferred Stock, $0.01 par value; 850,000
       shares authorized; 850,000 shares issued and outstanding              8,500
     Series C Convertible Preferred Stock, $0.01 par value; 147,775
       shares authorized; 147,775 shares issued and outstanding              1,478
     Common stock; $0.001 par value; 20,000,000 shares
       authorized; 19,048,021 shares issued and outstanding                 19,048
     Additional paid-in capital                                         15,633,139
     Stock subscription receivable                                        (156,300)
     Accumulated deficit                                               (18,228,480)
                                                                      ------------
TOTAL STOCKHOLDERS' DEFICIT                                             (2,722,593)
                                                                      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                           $     53,751
                                                                      ============
</TABLE>

                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       2
<PAGE>

                      Legend Mobile, Inc. and Subsidiaries

                      Consolidated Statements of Operations


                                                   Three Months Ended
                                             ----------------------------
                                               March 31,       March 31,
                                                 2005            2004
                                             ------------    ------------
                                              (unaudited)     (unaudited)

REVENUE                                      $      1,996    $       --

COST OF REVENUE                                      --              --

                                             ------------    ------------
GROSS PROFIT (LOSS)                                 1,996            --
                                             ------------    ------------

EXPENSES:
      Selling, general and administrative         209,484         980,666

                                             ------------    ------------
TOTAL EXPENSES                                    209,484         980,666
                                             ------------    ------------

LOSS FROM OPERATIONS                             (207,488)       (980,666)

OTHER EXPENSES:
      Interest expense and financing costs        (67,820)        (44,953)
      Equity loss in Legend Credit, Inc.             --           (28,932)
                                             ------------    ------------
TOTAL OTHER EXPENSES                              (67,820)        (73,885)
                                             ------------    ------------

NET LOSS                                     $   (275,308)   $ (1,054,551)
                                             ============    ============

BASIC AND DILUTED LOSS PER
  COMMON SHARE                               $      (0.02)   $      (0.07)
                                             ============    ============

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING -
  BASIC AND DILUTED                            17,903,521      14,590,471
                                             ============    ============

                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>

                      Legend Mobile, Inc. and Subsidiaries

                 Consolidated Statement of Stockholders' Deficit

                    For the Three Months Ended March 31, 2005

                                   (unaudited)

                                                                 Preferred Stock
                             ---------------------------------------------------------------------------------------
                                       Series A                      Series B                      Series C
                                Shares         Amount         Shares         Amount         Shares         Amount
                             ------------   ------------   ------------   ------------   ------------   ------------
<S>                          <C>            <C>            <C>            <C>            <C>            <C>
Balance, December 31, 2004          2,225             22        850,000          8,500        147,775          1,478

Shares issued in payment
 of professional fees                --             --             --             --             --             --
Shares issued for cash               --             --             --             --             --             --
Fair value of warrants
 issued as penalty                   --             --             --             --             --             --
Net loss                             --             --             --             --             --             --
                             ------------   ------------   ------------   ------------   ------------   ------------
Balance, March 31, 2005             2,225   $         22        850,000   $      8,500        147,775   $      1,478
                             ============   ============   ============   ============   ============   ============

                                                            Additional
                                    Common Stock              Paid-in      Shareholder    Accumulated
                                Shares         Amount         Capital      Receivable       Deficit        Total
                             ------------   ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2004     16,513,721         16,513     15,458,305       (156,300)   (17,953,172)    (2,624,654)

Shares issued in payment
 of professional fees           1,700,000          1,700        160,300           --             --          162,000
Shares issued for cash            834,300            835         14,011           --             --           14,846
Fair value of warrants
 issued as penalty                   --             --              523           --             --              523
Net loss                             --             --             --             --         (275,308)      (275,308)
                             ------------   ------------   ------------   ------------   ------------   ------------
Balance, March 31, 2005        19,048,021   $     19,048   $ 15,633,139   $   (156,300)  $(18,228,480)  $  2,722,593)
                             ============   ============   ============   ============   ============   ============

</TABLE>

                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

                      Legend Mobile, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows


                                                                Three Months Ended
                                                            --------------------------
                                                              March 31,      March 31,
                                                                2005           2004
                                                            -----------    -----------
                                                            (unaudited)    (unaudited)
<S>                                                         <C>            <C>

CASH FLOW FROM OPERATING ACTIVITIES:
    Net loss                                                $  (275,308)   $(1,054,551)
    Adjustment to reconcile net loss to net cash
      used in operating activities:
        Depreciation                                                803            781
        Issuance of shares for license fees/services            162,000        884,759
        Issuance of warrants for services/financing costs           523          2,688
        Repricing of options and warrants                          --           45,000
        Equity loss in Legend Credit, Inc.                         --           28,932
    Changes in operating assets and liabilities:
      Accounts payable                                            2,999        (13,106)
      Accrued expenses                                           57,270         47,514
      Accrued interest                                           35,027         19,750
                                                            -----------    -----------
Net cash used in operating activities                           (16,686)       (38,233)
                                                            -----------    -----------

CASH FLOW FROM FINANCING ACTIVITIES:
    Change in cash overdraft                                       --              987
    Advances from officer, net                                    4,249         20,450
    Advances from related party                                    --           16,137
    Proceeds from the sale of common stock                       14,846           --
                                                            -----------    -----------
Net cash provided by financing activities                        19,095         37,574
                                                            -----------    -----------

INCREASE (DECREASE) IN CASH                                       2,409           (659)

CASH, Beginning of period                                         1,518            659
                                                            -----------    -----------

CASH, End of period                                         $     3,927    $      --
                                                            ===========    ===========

</TABLE>

                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       5
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

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,
2004 included in the Company's Annual Report on Form 10-KSB.  The results of the
three months ended March 31, 2005 are not necessarily  indicative of the results
to be expected for the full year ending December 31, 2005.

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 branded  mobile  phone  products,
including  faceplates,   phone  accessories,   SMS  services,  and  mobile  data
applications.  Through the Company's 50% owned subsidiary,  Legend Credit,  Inc.
(formerly PTN Wireless,  Inc. ("Legend  Credit"),  the Company also develops and
markets stored value cards, including gift cards bearing the Visa and MasterCard
logo.  Effective October 1, 2004, Mr. Klamka, the Company's CEO and 60% owner of
Legend  Credit,  contributed  an additional 10% interest in Legend Credit to the
Company.  Legend  Credit  currently  markets  the Hello Kitty  reloadable  debit
MasterCard  card.  The Hello Kitty card is sold via the  www.hellokittycard.com.
Hello  Kitty is one of the most  recognized  animated  characters  in the world.
Legend Credit  generates  revenues on the Hello Kitty Debit  MasterCard  card by
charging  cardholders a suite of fees, including an initial processing fee of up
to $14.95,  a monthly  fee of up to $2.95,  and an ATM  withdrawal  fee of up to
$1.50.  The Company derives limited  revenues from the sale of covers for mobile
phones. The Company's suppliers require it to purchase these products and resell
them to  consumers  and  wholesalers.  The Company  created  products  under its
licenses from athletes,  entertainers,  and popular trademarks. The Company also
sells a NASCAR-themed, SMS-based text messaging service called "Racemobile.com".
The  Company  also is seeking to sell  mobile  application  software  either via
over-the-air   download  or  bundled  with  a  particular  mobile  phone.  These
applications may be sold as a subscription or as a single download.  The Company
has entered into an agreement  with the American  Society of Composers,  Authors
and Publishers ("ASCAP") for the licensing of ringtones for mobile phones. ASCAP
maintains the rights to 8 million copyrighted musical works.

In February 2001, the Company formed Legend Credit as a wholly owned subsidiary.
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 Legend  Credit.  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  issued to Mr.  Peter Klamka 60% of the issued and
outstanding  shares of Legend Credit common stock and the Company  issued to Mr.
Klamka 850,000 shares of Series B convertible  preferred stock.  These issuances
were  valued at $22,200 and  $14,800,  respectively.  The Company  retains a 40%

                                       6
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


minority  interest  in Legend  Credit  which is  accounted  for using the equity
method.  Effective  October 1, 2004,  Mr. Klamka  contributed  an additional 10%
interest  in  Legend  Credit to the  Company  at was  valued  at $3,700  (10% of
$37,000, the original value of the affinity credit card business).

Legend Credit signed a two-year license agreement with Mark Burnett  Productions
to create gift cards,  debit cards,  and virtual  cards using the  trademarks of
"The  Apprentice"  television  show,  including  the name and likeness of Donald
Trump.  "The  Apprentice"  premiered  January 8, 2004, and immediately  became a
cultural  phenomenon,  scoring the highest ratings for any new series introduced
throughout the 2003-04 season.  "The  Apprentice"  resumed its hot streak in the
fall,  delivering  the  strongest  ratings  among  viewers  aged  18-49  of  any
unscripted  series through the first half of the 2004-05  television  season and
the third-highest average among viewers aged 18-49 for all series. The show also
continues to deliver the strongest concentration on primetime network television
of upscale  viewers in such key categories as viewers aged 18-49 living in homes
with incomes of $75,000 and more.  Legend Credit  expects to market the cards in
the third quarter of 2005.

In  July  1999,   the   Company   formed,   Legend   Studios,   Inc.   (formerly
FragranceDirect.com,  Inc.) ("Legend  Studios"),  a majority  owned  subsidiary.
Through this entity, the Company sold fragrance  products over the Internet.  On
June 28, 2004,  Legend  Studios  entered  into a  definitive  agreement to begin
operating seven radio stations owned by Quorum Radio  Partners,  Inc. and Quorum
Radio  Partners  of  Virginia,  Inc.  Under the terms of the  agreement,  Legend
Studios  was to  operate  for a 12-month  term,  beginning  July 1, 2004,  seven
stations located in Virginia, West Virginia and Missouri.  Under this agreement,
Legend  Studios  paid $50,000 for the right to operate the ratio  stations,  and
that amount is being amortized over for a 12-month period. In February 2005, the
Quorum  entities forced Legend Studios to cease operating the radio stations and
indicated that they were unwilling to proceed with Legend  Studios'  acquisition
of the stations.  Consequently, in February 2005, Legend Studios filed a lawsuit
with the Supreme Court of New York County against Quorum Radio  Partners,  Inc.,
Quorum Radio  Partners of Virginia,  Inc, and Quorum  Communications,  Inc. This
lawsuit  alleges that the defendants  breached the asset purchase  agreement and
local marketing  agreement.The  Company has expensed the unamortized  portion of
the $50,000  payment that Legend Studios made under the operating  agreement and
has  discontinued  recognition  of this  revenue,  given that the  Company is no
longer able to control the radio operations.

Going Concern
-------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate  continuation of the Company as a going concern. The
Company  incurred a net loss for the three  months  ended  March 31, 2005 and at
March 31, 2005, had an accumulated  deficit and a working  capital  deficit.  In
addition,  the Company  generates  minimal revenue from its operations and is in
default on the payment of note  payable  and  license  fee payable  obligations.
These conditions raise substantial doubt as to the Company's ability to continue
as a going concern.  These consolidated  financial statements do not include any
adjustments  that  might  result  from the  outcome of this  uncertainty.  These
consolidated financial statements do not include any adjustments relating to the
recoverability  and  classification  of recorded asset  amounts,  or amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

The  Company  plans  to  take  the  following  steps  that it  believes  will be
sufficient to provide the Company with the ability to continue in existence. The

                                       7
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Company, through its subsidiary,  Legend Credit, Inc., continues to sell branded
debit cards. The Company is also seeking additional equity capital to expand its
cellular  phones  faceplates,  mobile  data  services,  and mobile  applications
business.

Accounting Policies
-------------------

The accounting  policies  followed by the Company are set forth in Note 1 to the
Company's  consolidated  financial  statements  included in its annual report on
Form  10-KSB  for the year ended  December  31,  2004 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.

Minority Interest
-----------------

The  accompanying  consolidated  financial  statements do not reflect a minority
interest  liability as of March 31, 2005,  as Legend  Studios,  on a stand-alone
basis,   had  a  stockholders'   deficit  as  of  such  date.  The  accompanying
consolidated  statements of operations for the three months ended March 31, 2005
and 2004 do not reflect the minority  interest's share of Legend Studios' losses
for  said  periods  as  the  related  accrual  would  result  in  the  Company's
recordation of a minority interest receivable.

In addition, during the year ended December 31, 2004, the Company's ownership in
Legend  Credit  increased  to 50%  resulting  in the Company  consolidating  the
financial  statement  of  Legend  Credit  with  the  Company.  The  accompanying
consolidated  financial  statements do not reflect a minority interest liability
as  of  March  31,  2005  as  Legend  Credit,  on a  stand-alone  basis,  had  a
stockholders' deficit as of such date. The accompanying  consolidated statements
of  operations  for the three  months  ended  March 31,  2005 do not reflect the
minority  interest's  share of Legend Credits' losses for the three months ended
March 31, 2005 as the related accrual would result in the Company's  recordation
of a minority interest receivable.


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
normally recognize compensation expense for its Stock Option Plan other than for
restricted  stock and options  issued to outside  third  parties.  The pro forma
information  regarding the effect on operations that is required by SFAS 123 and
SFAS 148 has not been presented  since there is no pro forma expense to be shown
for the three months ended March 31, 2005 and 2004.


NOTE 3 - STOCKHOLDERS' DEFICIT

Series A Convertible Preferred Stock
------------------------------------

The Company has 2,225 shares of $0.001 par value Series A Convertible  Preferred
Stock  authorized of which 2,225 shares are issued and  outstanding at March 31,
2005.  Each share of Series A can be converted  into 20 shares of common  stock.
Series A shares have no voting rights.

Series B Convertible Preferred Stock
------------------------------------

The Company has 850,000 shares of $0.01 par value Series B Convertible Preferred
Stock authorized of which 850,000 shares are issued and outstanding at March 31,
2005.

                                       8
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


In the event of a voluntary or involuntary  liquidation,  dissolution or winding
up of the  Company,  prior to the time the  Series B  becomes  convertible  into
common shares,  the holders of Series B 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 becomes  convertible  into  common
shares,  the  holders of Series B shall be entitled to share with the holders of
common stock 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 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 shall be on the basis of ten shares of common stock
for one Series B share, as may be adjusted from time to time.  Upon  conversion,
the holder of the Series B 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 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 shall be entitled  to receive  all  notices  relating to
voting as are required to be given to the holders of the common stock.

During 2003, the Company issued to Mr. Peter Klamka,  the Company's CEO, 850,000
shares of Series B as  consideration  for the contribution of an affinity credit
card business to Legend Credit.

Series C Convertible Preferred Stock

The Company has 147,775 shares of $0.01 par value Series C Convertible Preferred
Stock authorized of which 147,775 shares are issued and outstanding at March 31,
2005.

In the event of a voluntary or involuntary  liquidation,  dissolution or winding
up of the Company prior to the time the Series C becomes convertible into common
shares,  the holders of Series C 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 C becomes  convertible into common shares,
the holders of Series C shall be entitled to share with the holders of shares of
common stock and Series B convertible  preferred  stock 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 C shall be convertible  upon the earlier to
occur of: (i) the date the Company  generates net profits in any two consecutive
fiscal quarters; (ii) April 1, 2006; or (iii) any date that the market price per
share of common stock equals or exceeds $0.50.

The conversion of Series C shall be on the basis of one hundred shares of common
stock  for one  Series C  share,  as may be  adjusted  from  time to time.  Upon
conversion,  the holder of the Series C 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 C shall vote on all  matters  with the holders of the
common stock (and not as a separate  class) on a hundred  votes per share basis.
The holders of the Series C shall be entitled to receive all notices relating to
voting as are required to be given to the holders of the common stock.

During 2004, the Company issued to Mr. Peter Klamka,  the Company's CEO, 147,775
shares of Series C as  consideration  for the  contribution of an additional 10%
ownership in Legend Credit.

                                       9
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Common Stock
------------

Effective  January 12, 2004,  the Company  increased its  authorized  $0.001 par
value common stock from 10,000,000 to 20,000,000 shares.

During the three  months  ended March 31,  2005,  the Company  issued  1,700,000
shares of common stock as payment for services valued at $162,000. The value was
determined  using the market value of the Company's stock at the date the shares
were issued.

Also during the three months ended March 31, 2005,  the Company  issued  834,300
shares of common stock in a Regulation S offering  that  resulted in proceeds of
$14,846.


NOTE 4 - 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
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 three  months  ended March 31, 2005 and 2004  because the effect  would have
been anti-dilutive:

                                                            2005         2004
                                                         ----------   ----------
    Conversion of Series A convertible preferred stock       44,500       44,500
    Conversion of Series B convertible preferred stock    8,500,000    8,500,000
    Conversion of Series C convertible preferred stock   14,777,500         --
    Stock options issued to employees and consultants
        under the Company's stock option plan             1,150,000    1,150,000
    Warrants issued to officers                             231,000      231,000
    Warrants issued for services                             50,000      450,000
    Warrants issued with note conversion                    300,000      500,000
    Warrants issued for penalty/interest                    252,000      280,000
    Warrants issued with notes                              100,000       80,000
                                                         ----------   ----------
                                                         25,405,000   11,235,500
                                                         ==========   ==========

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2004,  the FASB approved the consensus  reached on the Emerging  Issues
Task  Force  (EITF)  Issue  No.  03-1,  "The  Meaning  of   Other-Than-Temporary
Impairment and Its  Application to Certain  Investments."  The objective of this
Issue is to provide  guidance for identifying  impaired  investments.  EITF 03-1
also provides new disclosure  requirements for investments that are deemed to be
temporarily  impaired.  In September 2004, the FASB issued a FASB Staff Position
(FSP)  EITF  03-1-1  that  delays  the  effective  date of the  measurement  and
recognition guidance in EITF 03-1 until after further deliberations by the FASB.
The disclosure  requirements  are effective only for annual periods ending after
June 15,  2004.  The Company  has  evaluated  the impact of the  adoption of the
disclosure requirements of EITF 03-1 and does not believe it will have an impact
to the Company's  overall combined  results of operations or combined  financial
position.  Once  the  FASB  reaches  a final  decision  on the  measurement  and
recognition provisions,  the Company will evaluate the impact of the adoption of
EITF 03-1.

                                       10
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment of
ARB No. 43, Chapter 4 (" SFAS No. 151". The amendments  made by SFAS 151 clarify
that abnormal  amounts of idle facility  expense,  freight,  handling costs, and
wasted materials  (spoilage) should be recognized as current-period  charges and
require the allocation of fixed  production  overheads to inventory based on the
normal  capacity of the  production  facilities.  The guidance is effective  for
inventory  costs  incurred  during fiscal years  beginning  after June 15, 2005.
Earlier  application  is permitted for inventory  costs  incurred  during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.

In  December  2004,  the FASB issued SFAS  No.152,  "Accounting  for Real Estate
Time-Sharing  Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152") SFAS 152 amends SFAS No. 66,  "Accounting  for Sales of Real  Estate",  to
reference  the  financial  accounting  and  reporting  guidance  for real estate
time-sharing  transactions that is provided in AICPA Statement of Position (SOP)
04-2,  "Accounting  for Real Estate  Time-Sharing  Transactions".  SFAS 152 also
amends SFAS No. 67,  "Accounting for Costs and Initial Rental Operations of Real
Estate Projects",  to state that the guidance for (a) incidental  operations and
(b) costs  incurred to sell real estate  projects  does not apply to real estate
time-sharing  transactions.  The  accounting  for those  operations and costs is
subject  to the  guidance  in SOP  04-2.  SFAS 152 is  effective  for  financial
statements  for  fiscal  years  beginning  after  June 15,  2005,  with  earlier
application encouraged.  The Company has evaluated the impact of the adoption of
SFAS 152,  and does not believe the impact  will be  significant  if any, to the
Company's overall results of operations or financial  position since the Company
does not enter into such transactions.

In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
an amendment of APB Opinion No. 29,  Accounting for  Nonmonetary  Transactions."
The  amendments  made by SFAS 153 are based on the principle  that  exchanges of
nonmonetary  assets  should be  measured  based on the fair  value of the assets
exchanged.   Further,   the  amendments   eliminate  the  narrow  exception  for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception  for  exchanges  of  nonmonetary  assets  that do not have  commercial
substance.  Previously,  Opinion 29 required that the accounting for an exchange
of a productive asset for a similar  productive asset or an equivalent  interest
in the same or similar  productive  asset should be based on the recorded amount
of the  asset  relinquished.  Opinion  29  provided  an  exception  to its basic
measurement  principle (fair value) for exchanges of similar  productive assets.
That exception required that some nonmonetary  exchanges,  although commercially
substantive,  to be recorded on a carryover  basis. By focusing the exception on
exchanges that lack commercial substance, the FASB believes SFAS No.153 produces
financial  reporting  that  more  faithfully  represents  the  economics  of the
transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring
in  fiscal  periods  beginning  after  June 15,  2005.  Earlier  application  is
permitted for nonmonetary asset exchanges  occurring in fiscal periods beginning
after the date of  issuance.  The  provisions  of SFAS  No.153  shall be applied
prospectively. The Company has evaluated the impact of the adoption of SFAS 153,
and does not believe the impact will be  significant  to the  Company's  overall
results of operations or financial position.

In December  2004,  the FASB issued SFAS  No.123  (revised  2004),  "Share-Based
Payment" ("SFAS 123(R)").  SFAS 123(R) will provide investors and other users of
financial  statements  with more complete and neutral  financial  information by
requiring  that  the   compensation   cost  relating  to   share-based   payment
transactions be recognized in financial  statements.  That cost will be measured
based on the fair  value of the equity or  liability  instruments  issued.  SFAS
123(R) covers a wide range of share-based  compensation  arrangements  including
share  options,   restricted  share  plans,   performance-based   awards,  share
appreciation  rights,  and employee share purchase  plans.  SFAS 123(R) replaces
SFAS No. 123,  "Accounting  for  Stock-Based  Compensation",  and supersedes APB

                                       11
<PAGE>

                      LEGEND MOBILE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Opinion  No.  25,  "Accounting  for Stock  Issued to  Employees".  SFAS 123,  as
originally issued in 1995,  established as preferable a fair-value-based  method
of accounting for share-based payment transactions with employees. However, that
Statement  permitted  entities the option of continuing to apply the guidance in
Opinion 25, as long as the footnotes to financial  statements disclosed what net
income  would have been had the  preferable  fair-value-based  method been used.
Public  entities  (other than those filing as small  business  issuers)  will be
required to apply SFAS 123(R) as of the first interim or annual reporting period
that  begins  after June 15,  2005.  This  pronouncement  is  effective  for the
Company,  a small business  issuer,  as of the first interior  annual  reporting
period that begins after December 15, 2005. The Company has evaluated the impact
of the  adoption  of SFAS  123(R),  and  does not  believe  the  impact  will be
significant  to  the  Company's  overall  results  of  operations  or  financial
position.


















                                       12
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation

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, 2004 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 branded  mobile  phone  products  including
faceplates,  phone  accessories,  SMS  services,  and mobile data  applications.
Through our 40%  subsidiary  Legend  Credit,  Inc.,  we also  develop and market
stored value cards  including gift cards bearing the Visa and  MasterCard  logo.
Effective  October 1, 2004, Mr. Klamka,  our CEO and 60% owner of Legend Credit,
agreed to contribute  an additional  10% interest in Legend Credit to us. Legend
Credit  currently  markets the Hello Kitty reloadable debit MasterCard card. The
Hello Kitty card is sold via the  www.hellokittycard.com.  Hello Kitty is one of
the most  recognized  animated  characters  in the world.  The Hello Kitty Debit
MasterCard  generates revenue by charging  cardholders a suite of fees including
an initial processing fee of up to $14.95, a per month fee of up to $2.95 and an
ATM withdrawal fee of up to $1.50.  We derive limited  revenues from the sale of
covers for mobile  phones.  Our suppliers  require us to purchase these products
and resell them to consumers  and  wholesalers.  We created  products  under our
licenses from athletes,  entertainers,  and popular  trademarks.  We also sell a
NASCAR-themed, SMS-based text messaging service called "Racemobile.com". We also
are seeking to sell mobile application software either via over-the-air download
or bundled with a particular mobile phone.  These  applications may be sold as a
subscription or as a single download. We have entered into an agreement with the
American  Society of  Composers,  Authors and  Publishers  for the  licensing of
ringtones for mobile phones. ASCAP maintains the rights to 8 million copyrighted
musical works.

Since our inception,  we have incurred  significant losses and at March 31, 2005
our current liabilities exceeded current assets. 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 Hello Kitty Debit  MasterCard card through Legend
Credit, Inc.

                                       13
<PAGE>

Our  business  model  is  to  grow  in  the  area  of  mobile  handsets,  mobile
applications, and digital music players. This business model includes seeking to
obtain  licenses with  well-known  motor  entertainment  figures,  develop large
promotional  programs that permit us to market our products more effectively and
develop other distribution channels.


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 this Annual Report on Form l0-KSB for the year ended December 31, 2004.

Results of Operations
---------------------
                                                 Three Months Ended
                                             --------------------------
                                               March 31,      March 31,
                                                 2005           2004
                                             -----------    -----------
                                             (unaudited)    (unaudited)

REVENUE                                      $     1,996    $      --

COST OF REVENUE                                     --             --
                                             -----------    -----------

GROSS PROFIT (LOSS)                                1,996           --
                                             -----------    -----------

EXPENSES:
      Selling, general and administrative        209,484        980,666
                                             -----------    -----------

TOTAL EXPENSES                                   209,484        980,666
                                             -----------    -----------

LOSS FROM OPERATIONS                            (207,488)      (980,666)

OTHER EXPENSES:
      Interest expense and financing costs       (67,820)       (44,953)
      Equity loss in Legend Credit, Inc.            --          (28,932)
                                             -----------    -----------

TOTAL OTHER EXPENSES                             (67,820)       (73,885)
                                             -----------    -----------

NET LOSS                                     $  (275,308)   $(1,054,551)
                                             ===========    ===========


                                       14
<PAGE>

Three months ended March 31, 2005 vs. March 31, 2004

Revenue for the three  months  ended March 31, 2005  increased by $1,996 from $0
for the three  months  ended March 31, 2004 to $1,996 for the three months ended
March  31,  2005.  Revenue  for the  three  months  ended  March  31,  2004  was
principally from the sale of Hello Kitty debit cards. We had no sales during the
three months ended March 31, 2004.

There was no cost of revenue for the three months ended March 31, 2005 and 2004.
During  three  months  ended March 31,  2004,  we had no sales and for the three
months  ended  March 31, 2005 all of our sales came from the sale of Hello Kitty
debits  card for which we  receive  a  commission.  There is no cost of  revenue
associated with our receipt of these commissions.

Selling,  general and  administrative  expenses for the three months ended March
31, 2005 decreased by $771,182 or 78.6% from $980,666 for the three months ended
March 31, 2004 to  $209,484  for the three  months  ended  March 31,  2005.  The
decrease in selling,  general  and  administrative  expenses is due to a general
reduction in professional and consulting fees which were paid for by issuance of
shares of our common stock.

Interest  expense and financing  costs for the three months ended March 31, 2005
increased  by $22,867 or 50.9% from $44,953 for the three months ended March 31,
2004 to $67,820 for the three months  ended March 31, 2005.  The increase is due
to more debt  outstanding  (principally the $291,000 note payable - officer that
accrues  interest  at 31%)  during  the three  months  ended  March 31,  2005 as
compared to the same period in 2004.

Equity loss in Legend  Credit was $28,932 for the three  months  ended March 31,
2004.  Effective  October 1, 2004,  we began to  consolidate  the  operations of
Legend Credit since our ownership in this subsidiary  increased to 50%. Prior to
October 1, 2004 we own 40% of Legend Credit and  accounted  for this  subsidiary
using the equity method.

Liquidity and Capital Resources

During the three  months ended March 31,  2005,  we sold  834,300  shares of our
common stock for proceeds of $14,846.

During 2003, our CEO, Peter Klamka advanced to us a total of $40,476. During the
nine months ended  September 30, 2004,  Mr. Klamka  advanced to us an additional
$279,534,  of which $89,591 was advances to Legend  Credit.  As of September 30,
2004,  we converted  $291,000 of these  advances  into a note payable that bears
interest at 21% per annum and is payable upon demand.

We have incurred net losses since our inception of $18,228,480.  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.


                                       15
<PAGE>

Off-balance sheet arrangements

There are no off balance sheet  arrangements  that have or are reasonably likely
to have a  current  or future  effect on our  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that are material to investors.

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 changes in our internal control over
financial  reporting or in other factors that have materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

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  Securities & 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

On June 30, 2004,  our  subsidiary  Legend  Studios,  Inc.  entered into a local
marketing  agreement and an asset purchase  agreement with Quorum Radio Partners
of  Virginia,  Inc. and Quorum  Communications  in  connection  with seven radio
stations.   Under  the  local  marketing   agreement,   Legend  Studios  assumed
operational and financial control of the stations.  The asset purchase agreement
provided for purchase of the stations by Legend Studios at a future closing .The
stations are located in Virginia, West Virginia, and Missouri. In February 2005,
the Quorum  entities forced Legend Studios to cease operating the radio stations
and  indicated  that  they  were  unwilling  to  proceed  with  Legend  Studios'
acquisition  of the stations.  Consequently,  in February  2005,  Legend Studios
filed a lawsuit with the Supreme Court of New York County  against  Quorum Radio
Partners,   Inc.,   Quorum  Radio   Partners  of   Virginia,   Inc,  and  Quorum
Communications, Inc. This lawsuit alleges that the defendants breached the asset
purchase agreement and local marketing agreement.  Legend Studios seeks specific
performance of the agreements,  as well as in excess of $1.5 million in damages.
The defendants  have been served with the complaint,  but have not filed answers
and may be subject to entry of a default  judgment.  Quorum  Radio  Partners  of
Virginia,  Inc.  filed  a  bankruptcy  petition  after  being  served  with  the
complaint;  that filing serves to stay Legend Studios'  proceedings against that
entity.


                                       16
<PAGE>

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

During the three months ended March 31, 2005, the Company sold 834,300 shares of
common stock for proceeds of $14,846. These shares were exempt from registration
under the Securities  Act of 1933 in reliance on Regulation S promulgated  under
the Securities Act of 1933.


Item 3.    Defaults Upon Senior Securities

None


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

A  special  meeting  of our  shareholders  was held on March 21,  2005.  At this
meeting,  holders of our common  stock were asked to vote on a proposal to amend
the Company's  certificate of  incorporation  to increase the authorized  common
stock of the Company  from 20 million to 75 million  shares and to increase  the
authorized  preferred  stock of the Company from 1 million to 2 million  shares.
Peter Klamka,  our CEO, voted  23,277,500,  or  approximately  56% of the voting
power,  in favor of the  proposed  amendment.  Because  Mr.  Klamka  controls  a
majority of our voting  power,  the Company did not seek  proxies in  connection
with this special meeting.


Item 5.    Other Information

Not applicable


Item 6.    Exhibits

3.1      Certificate  of designation  of Series B Convertible  Preferred  Stock,
         filed with the Delaware Secretary of State on June 30, 2003.

3.2      Certificate  of  amendment  of  Legend  Mobile,  Inc's  certificate  of
         incorporation,  filed with the  Delaware  Secretary of State on January
         12, 2004.

3.3      Certificate  of  amendment  of  Legend  Mobile,  Inc's  certificate  of
         incorporation,  filed with the  Delaware  Secretary of State on June 2,
         2005.

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


                                       17
<PAGE>

                                   SIGNATURES

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

                                       LEGEND MOBILE, INC.



June 7, 2005                           By: /s/ Peter Klamka
                                          ---------------------------------
                                          Peter Klamka, Chief Executive and
                                          Principal Accounting Officer



















                                       18