<PAGE>

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

                                   FORM 10-QSB
(Mark One)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

[ ]      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.)

          777 EISENHOWER PARKWAY, SUITE 102, ANN ARBOR, MICHIGAN 48108
                    (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 November 15, 2004 - 15,673,403
shares of common stock

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


<PAGE>
<TABLE>

                                        LEGEND MOBILE, INC.
                                               INDEX
<CAPTION>
                                                                                               Page
                                                                                              Number
                                                                                              ------
<S>                                                                                             <C>
PART I.    FINANCIAL INFORMATION                                                                 2

Item 1.    Financial Statements                                                                  2

           Consolidated Balance Sheet as of September 30, 2004 (unaudited)                       2

           Consolidated Statements of Operations for the
           three and nine months ended September 30, 2004 and 2003 (unaudited)                   3

           Consolidated Statements of Cash Flows for the
           nine months ended September 30, 2004 and 2003 (unaudited)                             4

           Notes to Consolidated Financial Statements (unaudited)                                5

Item 2.    Management's Discussion and Analysis                                                 10

Item 3.    Controls and Procedures                                                              14

PART II.   OTHER INFORMATION                                                                    14

Item 1.    Legal Proceedings                                                                    14

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds                          14

Item 3.    Defaults Upon Senior Securities                                                      14

Item 4.    Submission of Matters to a Vote of Security Holders                                  14

Item 5.    Other Information                                                                    14

Item 6.    Exhibits                                                                             15

SIGNATURES                                                                                      15
</TABLE>

<PAGE>
PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

<TABLE>

                           LEGEND MOBILE, INC. AND SUBSIDIARY

                               CONSOLIDATED BALANCE SHEET

<CAPTION>
                                                                          SEPTEMBER 30,
                                                                              2004
                                                                          -------------
                                                                          (unaudited)
<S>                                                                       <C>
                                         ASSETS

CURRENT ASSETS:
     Cash                                                                 $         --
     Prepaid expenses                                                           37,500
     Due from Legend Credit, Inc.                                               56,999
                                                                          -------------
TOTAL CURRENT ASSETS                                                            94,499
                                                                          -------------

FIXED ASSETS, NET                                                                  889
INVESTMENT IN LEGEND CREDIT, INC                                                    --
                                                                          -------------
TOTAL ASSETS                                                              $     95,388
                                                                          =============


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Cash overdraft                                                       $        174
     Accounts payable                                                          154,151
     Accrued expenses                                                          951,758
     Accrued interest                                                          259,205
     Advances from officer                                                      29,010
     License fees payable                                                      200,000
     Note payayable - officer                                                  291,000
     Notes payable                                                             676,250
                                                                          -------------
TOTAL CURRENT LIABILITIES                                                    2,561,548

PROFIT PARTICIPATION OBLIGATION                                              1,000,000
                                                                          -------------
TOTAL LIABILITIES                                                            3,561,548
                                                                          -------------

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          8,500
     Common stock; $0.001 par value; 20,000,000 shares
       authorized; 15,673,403 shares issued and outstanding                     15,673
     Additional paid-in capital                                             14,399,094
     Stock subscription receivable                                            (156,300)
     Accumulated deficit                                                   (17,733,149)
                                                                          -------------
TOTAL STOCKHOLDERS' DEFICIT                                                 (3,466,160)
                                                                          -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               $     95,388
                                                                          =============

            See accompanying notes to the consolidated financial statements.

                                           2
</TABLE>

<PAGE>
<TABLE>

                                    Legend Mobile, Inc. and Subsidiary

                                   CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                 THREE MONTHS ENDED               NINE MONTHS ENDED
                                            -----------------------------   -----------------------------
                                            SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                                2004            2003            2004            2003
                                            -------------   -------------   -------------   -------------
                                             (unaudited)      (unaudited)     (unaudited)     (unaudited)
<S>                                         <C>             <C>             <C>             <C>
REVENUE                                     $    153,151    $        411    $    153,151    $      7,491

COST OF REVENUE                                   40,457              83          40,457           1,497
                                            -------------   -------------   -------------   -------------
GROSS PROFIT                                     112,694             328         112,694           5,994
                                            -------------   -------------   -------------   -------------

EXPENSES:
     Selling, general and administrative         206,580         518,526       1,214,279         684,420
                                            -------------   -------------   -------------   -------------
TOTAL EXPENSES                                   206,580         518,526       1,214,279         684,420
                                            -------------   -------------   -------------   -------------

LOSS FROM OPERATIONS                             (93,886)       (518,198)     (1,101,585)       (678,426)

OTHER INCOME (EXPENSES):
     Interest expense and financing costs        (44,252)        (55,023)       (133,393)       (151,250)
     Equity loss in Legend Credit, Inc.           (3,510)             --         (36,458)             --
     Other income                                 15,000              --          75,000              --
                                            -------------   -------------   -------------   -------------
TOTAL OTHER INCOME (EXPENSES)                    (32,762)        (55,023)        (94,851)       (151,250)
                                            -------------   -------------   -------------   -------------

LOSS BEFORE PROVISION FOR INCOME TAXES          (126,648)       (573,221)     (1,196,436)       (829,676)

PROVISION FOR INCOME TAXES                            --              --              --              --
                                            -------------   -------------   -------------   -------------

NET LOSS                                    $   (126,648)   $   (573,221)   $ (1,196,436)   $   (829,676)
                                            =============   =============   =============   =============

BASIC AND DILUTED NET LOSS PER
  COMMON SHARE                              $      (0.01)   $      (0.06)   $      (0.08)   $      (0.09)
                                            =============   =============   =============   =============

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING -
  BASIC AND DILUTED                           15,668,838       9,761,787      15,308,889       9,029,974
                                            =============   =============   =============   =============



                     See accompanying notes to the consolidated financial statements.

                                                    3
</TABLE>

<PAGE>
<TABLE>

                             Legend Mobile, Inc. and Subsidiary

                           CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                      NINE MONTHS ENDED
                                                                ---------------------------
                                                                SEPTEMBER 30,  SEPTEMBER 30,
                                                                   2004            2003
                                                                ------------   ------------
                                                                 (unaudited)    (unaudited)
<S>                                                             <C>            <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
   Net loss                                                     $(1,196,436)   $  (829,676)
   Adjustment to reconcile net loss to net cash
     used in operating activities:
       Depreciation                                                   1,603          4,147
       Issuance of shares for services                              886,559        477,700
       Issuance of shares for financing costs                            --         15,152
       Issuance of warrants for services/financing costs              6,355         13,395
       (Income) expense for repricing of options and warrants       (75,000)        20,390
       Equity loss in Legend Credit, Inc.                            36,458             --
   Changes in operating assets and liabilities:
     Other receivables                                                   --         30,610
     Prepaid expenses                                                12,500             --
     Accounts payable                                               (17,116)       (14,294)
     Accrued expenses                                               145,051        153,546
     Accrued interest                                                59,250         59,250
                                                                ------------   ------------
Net cash used in operating activities                              (140,776)       (69,780)
                                                                ------------   ------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
   Payment of operating agreement                                   (50,000)            --
   Advances to Legend Credit, Inc.                                  (89,591)            --
                                                                ------------   ------------
Net cash used in investing activities                              (139,591)            --
                                                                ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Change in cash overdraft                                             174            343
   Advances from officer, net                                       279,534         32,437
   Proceeds from private placement offerings of common stock             --         37,000
                                                                ------------   ------------
Net cash provided by financing activities                           279,708         69,780
                                                                ------------   ------------

DECREASE IN CASH                                                       (659)            --

CASH, Beginning of Period                                               659             --
                                                                ------------   ------------

CASH, End of Period                                             $        --    $        --
                                                                ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

   Interest paid                                                $        --    $        --
                                                                ============   ============
   Income taxes paid                                            $        --    $        --
                                                                ============   ============



              See accompanying notes to the consolidated financial statements.

                                             4
</TABLE>
<PAGE>

                       LEGEND MOBILE, INC. AND SUBSIDIARY
                   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,
2003 included in the Company's Annual Report on Form 10-KSB. The results of the
nine months ended September 30, 2004 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2004.

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 name from PTN Media,
Inc. to Legend Mobile, Inc.

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 and
is currently looking to buy radio and television stations.

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 40% 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, agreed to contribute 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. The
Company's Hello Kitty Debit Mastercard card generate 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. 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.


                                       5
<PAGE>

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


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%
minority interest in Legend Credit which is accounted for using the equity
method.

On June 28, 2004, the Company, through its Legend Studios subsidiary, 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 will operate for a 12-month term,
beginning July 1, 2004, seven stations located in Virginia, West Virginia and
Missouri. Legend Studios paid $50,000 pursuant to the terms of this agreement to
operate the ratio stations which is being amortized over for a 12-month period.
Legend Studios will recognize all of the revenue of the stations, which
management projects will be $1,500,000 for the current calendar year. The
Company will begin reporting revenue from the operations of these radio stations
during the third quarter of 2004.

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, 2004 of
$1,196,436 and at September 30, 2004, had an accumulated deficit of $17,733,149
and a working capital deficit of $2,467,049. In addition, the Company 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 recently entered into a definitive agreement to operate seven radio
stations. The Company will generate revenue and be responsible for paying for
the expenses to operate these radio stations. The Company plans to raise
additional capital and expects to generate revenue from the operations of the
seven radio stations and the sale of debit cards.

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, 2003 and which is incorporated
herein by reference. Specific reference is made to this report for a description
of the Company's securities and the notes to the financial statements included
therein.

NOTE 2 - STOCK OPTIONS

The Company has adopted only the disclosure provisions of SFAS No. 148 and 123,
"Accounting for Stock-Based Compensation." It applies Accounting Principles
Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its Stock Option Plan and does not
normally recognize compensation expense for its Stock Option Plan other than for
restricted stock and options issued to outside third parties. If the Company had
elected to recognize compensation expense for options issued to employees based
upon the fair value at the grant date for awards under the Stock Option Plan
consistent with the methodology prescribed by SFAS No. 123, the Company's net
loss and loss per share would be reduced to the pro forma amounts indicated
below for the nine months ended September 30, 2004 and 2003:


                                       6
<PAGE>

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


                                                       2004             2003
                                                   -------------   -------------
Net loss, as reported                              $ (1,196,436)   $   (829,676)
Compensation recognized under APB 25                                         --
Compensation recognized under SFAS 123                       --         (37,310)
                                                   -------------   -------------
Pro forma net loss                                 $ (1,196,436)   $   (866,986)
                                                   =============   =============
Loss per share:
  Basic and diluted, as reported                   $      (0.08)   $      (0.09)
  Basic and diluted, pro forma                     $      (0.08)   $      (0.10)

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

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of employee stock options.

In April 2003, the Company repriced certain options. In accordance with FIN 44
due to the recent decline in the Company's stock price, the Company recognized a
gain of $75,000 during the nine months ended September 30, 2004 as a result of
the intrinsic value of these repriced options declining.

NOTE 3 - COMMON STOCK

During the nine months ended September 30, 2004, the Company issued 3,631,174
shares of common stock for services valued at $886,559. The value was determined
using the market value of the Company's stock at the date the shares were
issued.

NOTE 4 - PROFIT PARTICIPATION OBLIGATION

As of September 30, 2004, due to the lack of communication with the holder of
this profit participation obligation, the Company continues to show this
obligation on its consolidated balance sheet. As the Company has discontinued
the sale of Palm products and does not expect to sell them in the future, the
Company is attempting to determine how this obligation will be settled. Until
such time as this matter is resolved, the Company will continue to show this
obligation on its consolidated balance sheet.

NOTE 5 - EARNINGS (LOSS) PER SHARE

The Company reports earnings (loss) per share in accordance with SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares available. Diluted earnings (loss) per share is computed similar
to basic earnings (loss) per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common


                                       7
<PAGE>
                       LEGEND MOBILE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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 ended September 30, 2004 and 2003 because the effect would have been
anti-dilutive:

                                                            2004         2003
                                                         ----------   ----------
Conversion of Series A preferred stock                       44,500       44,500
Conversion of Series B convertible preferred stock        8,500,000    8,500,000
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                                450,000      650,000
Warrants issued with note conversion                        300,000      500,000
Warrants issued for penalty/interest                        316,000      144,000
Warrants issued with notes                                   80,000      180,000
                                                         ----------   ----------
                                                         11,071,500   11,399,500
                                                         ==========   ==========

NOTE 6 - INVESTMENT IN LEGEND CREDIT, INC.

The Company has a 40% minority interest in Legend Credit which is accounted for
using the equity method. During the nine months ended September 30, 2004, 40% of
Legend Credit's net loss exceeded Legend Mobile's investment in Legend Credit.
Management has determined that based on the common control of these entities
through Mr. Peter Klamka's majority ownership in both, the excess losses should
be reflected as part of due to related party in the accompanying consolidated
balance sheet since these two entities are both controlled by Mr. Peter Klamka.
Summary financial information of Legend Credit as of and for the nine months
ended September 30, 2004 is below:

      Cash                                                   $      455
      Total current assets                                   $   14,203
      Total assets                                           $   16,510
      Total current liabilities                              $   90,659
      Total stockholders' deficit                            $  (74,148)

      Revenue                                                $   29,305
      Gross profit                                           $    4,945
      Net loss                                               $  (91,143)

NOTE 7 - TRANSACTIONS WITH RELATED PARTIES

As of December 31, 2003, the Company's CEO, Peter Klamka advanced the Company a
total of $40,476. During the nine months ended September 30, 2004, Mr. Klamka
advanced the Company an additional $279,534, of which $89,591 was advances to
Legend Credit. As of September 30, 2004, the Company converted $291,000 of these
advances into a note payable that bears interest at 21% per annum and is payable
upon demand. The remaining advances from Mr. Klamka of $29,010 are non-interest
bearing and payable upon demand.


                                       8
<PAGE>
                       LEGEND MOBILE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2003, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104 supersedes
SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary
purpose is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements, superseded as a result of the issuance of
EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables."
Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial
Statements Frequently Asked Questions and Answers ("the FAQ") issued with SAB
101 that had been codified in SEC Topic 13, Revenue Recognition. Selected
portions of the FAQ have been incorporated into SAB 104. While the wording of
SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue
recognition principles of SAB 101 remain largely unchanged by the issuance of
SAB 104, which was effective upon issuance. The adoption of SAB 104 did not
impact the consolidated financial statements.

In March 2004, the Financial Accounting Standards Board (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. The accounting
provisions of EITF 03-1 are effective for all reporting periods beginning after
June 15, 2004, while the disclosure requirements for certain investments are
effective for annual periods ending after December 15, 2003, and for other
investments such disclosure requirements are effective for annual periods ending
after June 15, 2004.




                                       9
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward looking statements
--------------------------

This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, our ability to generate revenue by acquiring radio stations and
selling branded gift cards. 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, 2003 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 card generate 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, through our Legend Studios subsidiary, 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 will operate for a 12-month term, seven stations
located in Virginia, West Virginia and Missouri. Legend Studios will recognize
all of the revenue of the stations, which we project will be $1,500,000 for the
current calendar year. We began reporting revenue from the operations of these
radio stations during the third quarter of 2004.

                                       10
<PAGE>

The stations now operated by Legend Studios generated revenues of approximately
$688,000 during the past 12 months. The combined pro forma revenue of Legend
Mobile, Legend Studios, and Legend Credit during the past 12 months was
approximately $966,000.

Since our inception, we have incurred net losses of $17,733,149 and at September
30, 2004, current liabilities exceeded current assets by $2,467,049. In
addition, we are in default on the payment of notes payable and license fee
payable obligations. 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 revenue from the operations
of the seven radio stations and the sale of debit cards.

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

We recently entered into a definitive agreement to operate seven radio stations.
We will generate revenue and be responsible for paying for the expenses to
operate these radio stations.

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. We
recognize revenue from the sale of adverting time on the radio stations that we
operate at the time the advertisement is aired. These accounting policies are
described at relevant sections in this discussion and analysis and in the notes
to the consolidated financial statements included in our Annual Report on Form
l0-KSB for the year ended December 31, 2003.


                                       11
<PAGE>
<TABLE>

Results of Operations
---------------------
<CAPTION>

                                                   THREE MONTHS ENDED             NINE MONTHS ENDED
                                               ---------------------------   ---------------------------
                                               SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                                   2004           2003           2004           2003
                                               ------------   ------------   ------------   ------------
                                                (unaudited)    (unaudited)    (unaudited)    (unaudited)
<S>                                            <C>            <C>            <C>            <C>
REVENUE                                        $   153,151    $       411    $   153,151    $     7,491

COST OF REVENUE                                     40,457             83         40,457          1,497
                                               ------------   ------------   ------------   ------------

GROSS PROFIT                                       112,694            328        112,694          5,994
                                               ------------   ------------   ------------   ------------
EXPENSES:

        Selling, general and administrative        206,580        518,526      1,214,279        684,420
                                               ------------   ------------   ------------   ------------

TOTAL EXPENSES                                     206,580        518,526      1,214,279        684,420
                                               ------------   ------------   ------------   ------------
LOSS FROM OPERATIONS
                                                   (93,886)      (518,198)    (1,101,585)      (678,426)
OTHER INCOME (EXPENSES):

        Interest expense and financing costs       (44,252)       (55,023)      (133,393)      (151,250)

        Equity loss in Legend Credit, Inc.          (3,510)            --        (36,458)            --

        Other income                                15,000             --         75,000             --
                                               ------------   ------------   ------------   ------------

TOTAL OTHER INCOME (EXPENSES)                      (32,762)       (55,023)       (94,851)      (151,250)
                                               ------------   ------------   ------------   ------------
LOSS BEFORE PROVISION FOR INCOME TAXES
                                                  (126,648)      (573,221)    (1,196,436)      (829,676)

PROVISION FOR INCOME TAXES                              --             --             --             --
                                               ------------   ------------   ------------   ------------
NET LOSS                                       $  (126,648)   $  (573,221)   $(1,196,436)   $  (829,676)
                                               ============   ============   ============   ============
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 2004 VS. SEPTEMBER 30, 2003

Revenue for the three months ended September 30, 2004 increased by $152,740 from
$411 for the three months ended September 30, 2003 to $153,151 for the three
months ended September 30, 2004. Revenue for the three months ended September
30, 2003 was principally from the sale of faceplates for cellular phones.
Revenue for the three months ended September 30, 2004 was principally from the
sale of advertising on the seven radio stations that we operate.

Cost of revenue for the three months ended September 30, 2004 increased by
$40,374 from $83 for the three months ended September 30, 2003 to $40,457 for
the three months ended September 30, 2004. The significant increase is due to
the increase in sales from our seven radio stations.

Selling, general and administrative expenses for the three months ended
September 30, 2004 decreased by $311,946 or 60.2% from $518,526 for the three
months ended September 30, 2003 to $206,580 for the three months ended September
30, 2004. The decrease in selling, general and administrative expenses is due to
a general reduction in expenses since we are operating with minimal cash.

Interest expense and financing costs for the three months ended September 30,
2004 decreased by $10,771 or 19.6% from $55,023 for the three months ended
September 30, 2003 to $44,252 for the three months ended September 30, 2004. The
decrease is due to lower financing cost associated with warrants issued as
payment for interest on notes. We continue to accrue interest on our outstanding
notes payable obligations and other obligations.

Equity loss in Legend Credit was $3,510 for the three months ended September 30,
2004. We own a 40% interest in Legend Credit, which sells branded debit cards.
We account for Legend Credit using the equity method and have recorded 40% of
Legend Credit's loss in our consolidated statements of operations.

Other income of $15,000 for the three 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 $15,000 during the three months ended September
30, 2004 as a result of the intrinsic value of these repriced options declining.


                                       12
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 2004 VS. SEPTEMBER 30, 2003

Revenue for the nine months ended September 30, 2004 increased by $145,660 from
$7,491 for the nine months ended September 30, 2003 to $153,151 for the nine
months ended September 30, 2004. Revenue for the nine months ended September 30,
2003 was principally from the sale of faceplates for cellular phones. Revenue
for the nine months ended September 30, 2004 was principally from the sale of
advertising on the seven radio stations that we operate.

Cost of revenue for the nine months ended September 30, 2004 increased by
$38,960 from $1,497 for the nine months ended September 30, 2003 to $40,457 for
the nine months ended September 30, 2004. The significant increase is due to the
increase in sales from our seven radio stations.

Selling, general and administrative expenses for the nine months ended September
30, 2004 increased by $529,859 or 77.4% from $684,420 for the nine months ended
September 30, 2003 to $1,214,279 for the nine months ended September 30, 2004.
The significant increase in selling, general and administrative expenses is due
to the payment of certain professional fees with shares of the Company's stock.
During the nine months ended September 30, 2004, we issued 3,621,174 shares of
common stock for services valued at $884,759.

Interest expense and financing costs for the nine months ended September 30,
2004 decreased by $17,857 or 11.8% from $151,250 for the nine months ended
September 30, 2003 to $133,393 for the nine months ended September 30, 2004. The
decrease is due to lower financing cost associated with warrants issued as
payment for interest on notes. We continue to accrue interest on our outstanding
notes payable obligations and other obligations.

Equity loss in Legend Credit was $36,458 for the nine months ended September 30,
2004. We own a 40% interest in Legend Credit, which sells branded debit cards.
We account for Legend Credit using the equity method and have recorded 40% of
Legend Credit's loss in our consolidated statements of operations.

Other income of $75,000 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 $75,000 during the nine months ended September
30, 2004 as a result of the intrinsic value of these repriced options declining.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 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. The remaining
advances from Mr. Klamka of $29,010 are non-interest bearing and payable upon
demand.

We have incurred net losses since our inception of $17,733,149. 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.


                                       13
<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

None


ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2004, the Company issued 10,000
shares to a consultant for services rendered.


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable


ITEM 5.    OTHER INFORMATION

Not applicable



                                       14
<PAGE>

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.



December 6, 2004                        By: /s/ Peter Klamka
                                            ------------------------------------
                                            Peter Klamka, Chief Executive and
                                            Principal Accounting Officer



                                       15