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 SEPTEMBER 30, 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 CT Suite 110 Ann Arbor MI, 48105

(Address of principal executive offices)



(734) 622-0542

(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 [ ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]   No [X]



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November, 1 2005 20,276,179shares of common stock



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







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LEGEND MOBILE, INC.

Index



Page

Number



PART I.

FINANCIAL INFORMATION

2



Item 1.

Financial Statements

2



Consolidated Balance Sheet as of September 30, 2005 (unaudited)

2



Consolidated Statements of Operations for the

three months ended September 30, 2005 and 2004 (unaudited)

4



Consolidated Statement of Stockholders Deficit for the

three months ended September 30, 2005 (unaudited)

5



Consolidated Statements of Cash Flows for the

three months ended September 30, 2005 and 2004 (unaudited)

6



Notes to Consolidated Financial Statements (unaudited)

8



Item 2.

Management's Discussion and Analysis or Plan of Operation

14



Item 3.

Controls and Procedures

17



PART II.

OTHER INFORMATION

17



Item 1.

Legal Proceedings

17



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18



Item 3.

Defaults Upon Senior Securities

18



Item 4.

Submission of Matters to a Vote of Security Holders

18



Item 5.

Other Information

18



Item 6.

Exhibits

18



SIGNATURES

18









1









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PART I.

FINANCIAL INFORMATION



Item 1.

Financial Statements

|                                                               |  |  |  |  |  |  |                    
|-------------------------------------------------------------- |  |  |  |  |  |  | -------------------
|LEGEND MOBILIE AND SUBSIDIARIES                                |  |  |  |  |  |  |                    
|CONSOLIDATED INTERIM BALANCE SHEET                             |  |  |  |  |  |  |                    
|AS AT SEPTEMBER 30, 2005                                       |  |  |  |  |  |  |                    
|(UNAUDITED)                                                    |  |  |  |  |  |  |                    
|CURRENT ASSETS:                                                |  |  |  |  |  |  |                    
|Cash                                                           |  |  |  |  |  |  | $               105
|TOTAL CURRENT ASSETS                                           |  |  |  |  |  |  | 105                
|                                                               |  |  |  |  |  |  |                    
|FIXED ASSETS - at cost                                         |  |  |  |  |  |  |                    
|Computer and office equipment                                  |  |  |  |  |  |  | 52,930             
|Less: Accumulated depreciation                                 |  |  |  |  |  |  | (51,294)           
|NET FIXED ASSETS                                               |  |  |  |  |  |  | 1,636              
|                                                               |  |  |  |  |  |  |                    
|GOODWILL                                                       |  |  |  |  |  |  | 48,188             
|                                                               |  |  |  |  |  |  |                    
|TOTAL ASSETS                                                   |  |  |  |  |  |  | $          49,929  
|                                                               |  |  |  |  |  |  |                    
|LIABILITIES AND STOCKHOLDERS' DEFICIT                          |  |  |  |  |  |  |                    
|CURRENT LIABILITIES:                                           |  |  |  |  |  |  |                    
|Accounts payable                                               |  |  |  |  |  |  | $        194,635   
|Accrued expenses                                               |  |  |  |  |  |  | 1,151,909          
|Accrued interest                                               |  |  |  |  |  |  | 430,336            
|License fees payable                                           |  |  |  |  |  |  | 200,000            
|Due to related parties                                         |  |  |  |  |  |  | 88,474             
|Notes payable                                                  |  |  |  |  |  |  | 676,250            
|Note payable  officer                                         |  |  |  |  |  |  | 288,496            
|TOTAL CURRENT LIABILITIES                                      |  |  |  |  |  |  | 3,030,100          
|                                                               |  |  |  |  |  |  |                    
|STOCKHOLDERS' DEFICIT                                          |  |  |  |  |  |  |                    
|Series A Preferred Stock, $0.001 par value, 1,000,000 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       |  |  |  |  |  |  |                    
|authorized; 1,000,000 Class A 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; 75,000,000 shares              |  |  |  |  |  |  |                    
|authorized; 20,298,021 issued and outstanding                  |  |  |  |  |  |  | 20,298             
|Additional paid-in capital                                     |  |  |  |  |  |  | 15,704,389         
|Stock subscription receivable                                  |  |  |  |  |  |  | (156,300)          
|Accumulated deficit                                            |  |  |  |  |  |  | (18,558,558)       
|                                                               |  |  |  |  |  |  |                    
|TOTAL STOCKHOLDERS' DEFICIT                                    |  |  |  |  |  |  | (2,980,171)        
|                                                               |  |  |  |  |  |  |                    
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    |  |  |  |  |  |  | $          49,929  

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







2









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|                                             |                    |                   |                |                  |  |  |  | 
|-------------------------------------------- | ------------------ | ----------------- | -------------- | ---------------- |  |  |  | 
|LEGEND MOBILE, INC. AND SUBSIDIARIES         |                    |                   |                |                 
|CONSOLIDATED INTERIM STATEMENT OF OPERATIONS |                   
|(UNAUDITED)                                  |                    |                   |                |                  |  |  | 
|                                             | THREE MONTHS ENDED | NINE MONTHS ENDED |                |                  | 
|                                             | SEPTEMBER 30,      | SEPTEMBER 30,     |                |                  | 
|                                             | 2005               | 2004              | 2005           | 2004             |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|REVENUE                                      | $              -   | $    153,151      | $        1,996 | $     153,151    |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|COST OF REVENUE                              | -                  | 40,457            | -              | 40,457           |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|GROSS PROFIT                                 | -                  | 112,694           | 1,996          | 112,694          |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|EXPENSES:                                    |                    |                   |                |                  |  |  | 
|Selling, general and administrative          | 18,055             | 206,580           | 371,969        | 1,214,279        |  |  | 
|Legal settlement                             | -                  | -                 | -              | -                |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|TOTAL EXPENSES                               | 18,055             | 206,580           | 371,969        | 1,214,279        |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|LOSS FROM OPERATIONS                         | (18,055)           | (93,886)          | (369,973)      | (1,101,585)      |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|OTHER INCOME (EXPENSE):                      |                    |                   |                |                  |  |  | 
|Interest expense and financing costs         | (100,920)          | (44,252)          | (235,413)      | (133,393)        |  |  | 
|Equity loss in Legend Credit, Inc.           | -                  | (3,510)           | -              | (36,458)         |  |  | 
|Other income (expense), net                  | -                  | 15,000            | -              | 75,000           |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|TOTAL OTHER INCOME (EXPENSE)                 | (100,920)          | (32,762)          | (235,413)      | (94,851)         |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|LOSS BEFORE PROVISION FOR INCOME TAXES       | (118,975)          | (126,648)         | (605,386)      | (1,196,436)      |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|PROVISION FOR INCOME TAXES                   | -                  | -                 | -              | -                |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|NET LOSS                                     | $  (118,975)       | $  (126,648)      | $ (605,386)    | $(1,196,436)     |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|BASIC AND DILUTED LOSS PER                   |                    |                   |                |                  |  |  | 
|COMMON SHARE                                 | $        (0.01)    | $        (0.01)   | $       (0.03) | $         (0.08) |  |  | 
|                                             |                    |                   |                |                  |  |  | 
|WEIGHTED AVERAGE NUMBER OF                   |                    |                   |                |                  |  |  | 
|COMMON SHARES OUTSTANDING -                  |                    |                   |                |                  |  |  | 
|BASIC AND DILUTED                            | 19,720,548         | 15,668,838        | 18,125,994     | 15,308,889       |  |  | 

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







3









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|                                                        |              |   |                |                 |              |                |                 |                |                 |  | 
|------------------------------------------------------- | ------------ | - | -------------- | --------------- | ------------ | -------------- | --------------- | -------------- | --------------- |  | 
|LEGEND MOBILE, INC. AND SUBSIDIARIES                    |              |   |                |                 |              |                |                 |               
|CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS' DEFICIT |              |   |                |                 |              |               
|(UNAUDITED)                                             |              |   |                |                 |              |                |                 |                |                 | 
|                                                        |              |   |                |                 |              |                |                 |                |                 | 
|                                                        |              |   |                |                 |              |                |                 |                |                 | 
|                                                        |              |   |                | Preferred Stock |              |                |                 |                |                
|                                                        | Series A     |   | Series B       | Series C        |             
|                                                        | Shares       |   | Amount         |                 | Shares       |                | Amount          | Shares         | Amount          | 
|                                                        |              |   |                |                 |              |                |                 |                |                 | 
|                                                        |              |   |                |                 |              |                |                 |                |                 | 
|Balance, December 31, 2004                              | 2,225        | $ | $           22 | $               | 850,000      |                | $         8,500 | $      147,775 | $         1,478 | 
|                                                        |              |   |                |                 |              |                |                 |                |                 | 
|Shares issued in payment of professional                |              |   |                |                 |              |                |                 |                |                 | 
|                                                        | -            |   | -              | -               | -            | -              | -               | -              | -               | 
|Shares issued for cash                                  | -            |   | -              | -               | -            | -              | -               | -              | -               | 
|Fair value of warrants issued as penalty                | -            |   | -              | -               | -            | -              | -               | -              | -               | 
|Net Loss                                                | -            |   | -              | -               | -            | -              | -               | -              | -               | 
|                                                        |              |   |                |                 |              |                |                 |                |                 | 
|Balance  September 30, 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      |                | -               | -              | -               | 
|Shares issued for cash                                  | 834,300      |   | 835            |                 | 14,011       |                | -               | -              | -               | 
|Shares issued for services rendered                     | 1,250,000    |   | 1,250          |                 | 71,250       |                | -               | -              | -               | 
|Fair value of warrants issued as penalty                | -            |   | -              |                 | 523          |                | -               | -              | 523             | 
|Net Loss                                                | -            |   | -              |                 | -            |                | -               | (605,386)      | (605,386)       | 
|                                                        |              |   |                |                 |              |                |                 |                |                 | 
|Balance  September 30, 2005                            | 20,298,021   |   | $    20,298    | -               | $ 15,704,389 | $            - | $   (156,300)   | $(18,558,558)  | $ (3,229,517)   | 
|                                                        |              |   |                |                 |              |                |                 |                |                 | 

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







4









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|                                                                          |  |                     |                       
|------------------------------------------------------------------------- |  | ------------------- | ----------------------
|LEGEND MOBILE, INC. AND SUBSIDIARIES                                      |  |                     |                       
|CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS                              |  |                     |                       
|(UNAUDITED)                                                               |  |                     |                       
|                                                                          |  | Nine Months         | Nine Months           
|                                                                          |  | Ended               | Ended                 
|                                                                          |  | September 30,       | September 30,         
|                                                                          |  | 2005                | 2004                  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     |  |                     |                       
|Net loss                                                                  |  | $      (605,386)    | $      (1,196,436)    
|Adjustment to reconcile net loss to net cash used in operating activities |  |                     |                       
|Depreciation                                                              |  | 803                 | 1,603                 
|Issuance of common stock for services                                     |  | 234,500             | 886,559               
|Issuance of warrants for services/financing costs                         |  | 523                 | 6,355                 
|Income(expense) for repricing of options and warrants                     |  | -                   | (75,000)              
|Equity loss in Legend Credit, Inc.                                        |  | -                   | 36,458                
|Changes in operating assets and liabilities:                              |  |                     |                       
|Prepaid expenses                                                          |  | -                   | 12,500                
|Accounts payable                                                          |  | 12,999              | (17,116)              
|Accrued expenses                                                          |  | 62,392              | 145,051               
|Accrued salary                                                            |  | 75,000              | -                     
|Accrued interest                                                          |  | 136,103             | 59,250                
|                                                                          |  |                     |                       
|Net cash used in operating activities                                     |  | (83,066)            | (140,776)             
|                                                                          |  |                     |                       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                     |  |                     |                       
|Payment of operating agreement                                            |  | -                   | (50,000)              
|Advances to Legend Credit Inc.                                            |  | -                   | (89,591)              
|                                                                          |  |                     |                       
|Net cash provided by investing activities                                 |  | -                   | (139,591)             
|                                                                          |  |                     |                       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     |  |                     |                       
|Change in cash overdraft                                                  |  | -                   | 174                   
|Advances to(from) related parties, net                                    |  | 66,807              | 279,534               
|Proceeds from the sale of common stock                                    |  | 14,846              | -                     
|                                                                          |  |                     |                       
|Net cash provided by financing activities                                 |  | 81,653              | 279,708               
|                                                                          |  |                     |                       
|INCREASE (DECREASE) IN CASH                                               |  | (1,413)             | (659)                 
|                                                                          |  |                     |                       
|CASH, Beginning of period                                                 |  | 1,518               | 659                   
|                                                                          |  |                     |                       
|CASH, End of period                                                       |  | $              105  | $                    -
|                                                                          |  |                     |                       
|SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:                       |  |                     |                       
|Interest paid                                                             |  | $       235,413     | $          133,393    
|Income taxes paid                                                         |  | $                 - | $                    -

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









5









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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM 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 nine months ended September 30, 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









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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM 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 nine months ended September 30, 2005 and at December 31, 2004, 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 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.







7









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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)







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 September 30, 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 nine months ended September 30, 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 recording 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 September 30, 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 nine months ended September 30, 2005 do not reflect the minority interest's share of Legend Credits' losses for the nine months ended September 30, 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 nine months ended September 30, 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 September 30, 2005. Each share of Series A can be converted into 20 shares of common stock. Series A shares have no voting rights.









8









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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)



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 September 30, 2005.



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 September30, 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









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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM 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.



During the three months ended June 30, 2005, the Company issued 1,000,000 shares of common stock for services valued at $ 60,000.



During the three months ended September 30, 2005, the Company issued 250,000 shares of common stock for services valued at $12,500.



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 nine months ended September 30, 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

==========

==========













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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)



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.



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 alsoamends 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.











11









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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)



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 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.



In May 2005, the FASB issued Statement No. 154,Accounting Changes and Error Correctionsa replacement of APB Opinion No. 20 and FASB Statement No. 3 (FAS 154), which changes the requirements for the accounting for and reporting of a change in accounting principle, requires retrospective application to prior periods financial statements of changes in accounting principle and carries forward without change the guidance contained in Opinion 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of FAS 154 to affect future reporting or disclosures.



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.









12









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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.



We recently opened a website called ipodmerch.com. The site acts as a reseller of merchandise for digital music players such as the iPod made by Apple Computer. We expect to generate revenue from the sales of products to consumers from this site.



We also expect to offer licensed products for digital music players. We have been in negotiations with several well known brands and entertainers to use their image and trademarks on digital music accessories. We expect to sell these proprietary products through our website as well as other means of distribution such as retail sales and through the specific artist channels such as websites and concerts.



The iPod is an extremely popular consumer device. There are approximately 20 million iPods in circulation.



Since our inception, we have incurred significant losses and at June 30, 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.



Our business model is to grow in the area of mobile handsets, mobile applications, and digital music







13









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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 September 30, 2005 vs. September 30, 2004



Revenue for the three months ended September 30, 2005 decreased from 153,151 for the three months ended September 30, 2004 to $0 for the three months ended June 30, 2005. The Decrees is due to no sales in radio advertising .



There cost of revenue decreased 40,457 for the three months ended September 30, 2005 from $40,457 for the three months ended September 30, 2004 to Nil for the Three Months Ended September 30, 2005. .



Selling, general and administrative expenses for the three months ended September 30, 2005 decreased by $188,525 or 91% from $206,580 for the three months ended September 30, 2004 to $18,055 for the three months ended September 30, 2005. The decrease in selling, general and administrative expenses is due to the discontinuation of the radio station business



Interest expense and financing costs for the three months ended September 30, 2005 increased by $56,668 or 56% from $44,252 for the three months ended September 30, 2004 to $100,920 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 September 30, 2005 as compared to the same period in 2004.



Equity loss in Legend Credit was $o for the three months ended September 30, 2005. 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.







14









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Nine months ended September 30, 2005 vs. September 30, 2004



Revenue for the nine months ended September 30, 2005 decreased by $151,155 or 98.6% from $153,151 for the nine months ended Septem 30, 2004 to $1,996 for theNine months ended June 30, 2005.



Cost of revenue for the six months ended June 30, 2004 stayed the same. We incurred no costs of revenue during the six months ended June 30, 2005 or June 20, 2004 as we did not generate any sales during this period. The decrease is due to the discontinuation of the radio station business



Selling, general and administrative expenses for the nine months ended September 30, 2005 decreased by $842,310 or 326% from $1,214,279 for the nine months ended September 30, 2004 to $371,969  for the nine months ended September 30, 2005. The significant decrease in selling, general and administrative expenses is due to reduced payment of certain professional fees with shares of the Company's stock. During the nine months ended September 30, 2005, we issued 0 shares of common stock for services.



Interest expense and financing costs for the nine months ended September 30, 2005 increased by $102,020 or 176% from $133,393 for the nine months ended September 30, 2004 to $235,413 for the nine months ended September 30, 2005. We continue to accrue interest on our outstanding notes payable obligations and other obligations.





Other income of $105,000 for the nine months ended September 30, 2004 related to the decrease in the intrinsic value of certain warrants that were repriced in April 2003. In accordance with FIN 44 due to the recent decline in our stock price, we recognized a gain of $60,000 during the six months ended September 30, 2005 as a result of the intrinsic value of these repriced options declining.



Liquidity and Capital Resources





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.





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







15









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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.



On June 14, 2005, Betty Brown Revocable Trust (the Trust) by and through Betty Brown, trustee, Betty Brown individually, and Nancy Larson filed suit in the Iowa District Court for Polk County, Iowa, against Legend Mobile and Peter Klamka, our CEO, and Nicholas Fagan. In connection with the alleged purchase of $366,500 of Legend Mobile stock by the Trust, the alleged purchase of $75,496.54 of Legend Mobile stock by Ms. Larson, and alleged loans in the aggregate amount of $400,000 by the Trust to Legend Mobile, the plaintiffs charge the defendants with fraudulent misrepresentation, conspiracy to defraud, breach of contract, breach of fiduciary duty, and violation of Chapter 706 A of the Iowa Code. The plaintiffs claim actual and punitive damages in an unspecified amount, attorneys fees and investigating fees and other costs, and appropriate injunctive relief. Legend Mobile and Mr. Klamka have until September 19, 2005, to reply to this complaint, and they intend to vigorously contest all charges.



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds



Not applicable.







16









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Item 3.

Defaults Upon Senior Securities



None





Item 4.

Submission of Matters to a Vote of Security Holders



Not applicable.



Item 5.

Other Information



We have signed a letter of intent to acquire two low-power television stations in Petoskey, Michigan. We are in the process of conducting due diligence on these stations, and any acquisition would be under the terms of an agreement containing, among other terms, closing conditions. There can be no assurance that we will enter into any such agreement or that we will ultimately acquire these stations.



Item 6.

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





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.







November 3, 2005

By:

/s/ Peter Klamka

Peter Klamka, Chief Executive and

Principal Accounting Officer











17









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Exhibit 31.1

CERTIFICATIONS



I, Peter Klamka, Chief Executive and Principal Accounting Officer of Legend Mobile, Inc., certify that:

1.

I have reviewed this Quarterly Report on Form 10-QSB of Legend Mobile, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



c)

disclosed in this report any changes in the small business issuers internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and



5.

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuers auditors and the audit committee of small business issuers board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuers ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuers internal control over financial reporting.







18









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August 22, 2005

/s/ Peter Klamka

Peter Klamka, Chief Executive and

Principal Accounting Officer







19









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Exhibit 32.1





CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Legend Mobile, Inc. (the Company) on Form 10-QSB for the quarter ending March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, in the capacities and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:



(1)

The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



|                        |                                                 
|----------------------- | ------------------------------------------------
|Dated:  August 22, 2005 | By:
/s/ Peter Klamka                            
|                        | Peter Klamka                                    
|                        | Chief Executive and Principal Accounting Officer



















20