<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 MARCH 31, 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 May 14, 2004 -
                       15,663,403 shares of common stock

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





<PAGE>

                               LEGEND MOBILE, INC.
                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

PART I.    FINANCIAL INFORMATION                                              2

Item 1.    Financial Statements                                               2

           Consolidated Balance Sheet as of March 31, 2004 (unaudited)        2

           Consolidated Statements of Operations for the
           three months ended March 31, 2004 and 2003 (unaudited)             3

           Consolidated Statements of Cash Flows for the
           three months ended March 31, 2004 and 2003 (unaudited)             4
           Notes to Consolidated Financial Statements (unaudited)             5

Item 2.    Management's Discussion and Analysis                               9

Item 3.    Controls and Procedures                                           11

PART II.   OTHER INFORMATION                                                 11

Item 1.    Legal Proceedings                                                 11

Item 2.    Change in Securities                                              11

Item 3.    Defaults Upon Senior Securities                                   12

Item 4.    Submission of Matters to a Vote of Security Holders               12

Item 5.    Other Information                                                 12

Item 6.    Exhibits and Reports on Form 8-K                                  12

SIGNATURES                                                                   13

                                       1


<PAGE>
<TABLE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                            LEGEND MOBILE, INC. AND SUBSIDIARY

                                CONSOLIDATED BALANCE SHEET

                                                                              MARCH
                                                                             31, 2004
                                                                          -------------
                                                                           (unaudited)
                                          ASSETS
<S>                                                                       <C>
CURRENT ASSETS:
      Cash                                                                $         --

                                                                          -------------
TOTAL CURRENT ASSETS                                                                --
                                                                          -------------

FIXED ASSETS, NET                                                                1,711
INVESTMENT IN LEGEND CREDIT, INC                                                    --
                                                                          -------------
TOTAL ASSETS                                                              $      1,711
                                                                          =============

                           LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
      Cash overdraft                                                      $        987
      Accounts payable                                                         158,161
      Accrued expenses                                                         854,221
      Accrued interest                                                         219,705
      Due to related party                                                      41,203
      Advances from officer                                                     60,926
      License fees payable                                                     200,000
      Notes payable                                                            676,250

                                                                          -------------
TOTAL CURRENT LIABILITIES                                                    2,211,453

PROFIT PARTICIPATION OBLIGATION                                              1,000,000

                                                                          -------------
TOTAL LIABILITIES                                                            3,211,453
                                                                          -------------

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; 15,663,403 shares issued and outstanding                    15,663
      Additional paid-in capital                                            14,513,637
      Stock subscription receivable                                           (156,300)
      Accumulated deficit                                                  (17,591,264)

                                                                          -------------
TOTAL STOCKHOLDERS' DEFICIT                                                 (3,209,742)
                                                                          -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               $      1,711
                                                                          =============
</TABLE>

                               See accompanying notes to the
                            consolidated financial statements.

                                            2


<PAGE>

                       LEGEND MOBILE, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                       THREE MONTHS ENDED
                                                --------------------------------
                                                   MARCH               MARCH
                                                  31, 2004            31, 2003
                                                -------------      -------------
                                                 (unaudited)        (unaudited)

REVENUE                                         $         --       $      5,647

COST OF REVENUE                                           --              1,129

                                                -------------      -------------
GROSS PROFIT (LOSS)                                       --              4,518
                                                -------------      -------------

EXPENSES:
      Selling, general and administrative            980,666             56,609

                                                -------------      -------------
TOTAL EXPENSES                                       980,666             56,609
                                                -------------      -------------

LOSS FROM OPERATIONS                                (980,666)           (52,091)

OTHER EXPENSES:
      Interest expense and financing costs           (44,953)           (48,114)
      Equity loss in Legend Credit, Inc.             (28,932)                --

                                                -------------      -------------
TOTAL OTHER EXPENSES                                 (73,885)           (48,114)
                                                -------------      -------------

LOSS BEFORE PROVISION FOR INCOME TAXES            (1,054,551)          (100,205)

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

NET LOSS                                        $ (1,054,551)      $   (100,205)
                                                =============      =============

BASIC AND DILUTED LOSS PER
  COMMON SHARE                                  $      (0.07)      $      (0.01)
                                                =============      =============

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING -
  BASIC AND DILUTED                               14,590,471          8,619,742
                                                =============      =============

                          See accompanying notes to the
                       consolidated financial statements.

                                       3


<PAGE>
<TABLE>

                                 LEGEND MOBILE, INC. AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                         THREE MONTHS ENDED
                                                                   ------------------------------
                                                                      MARCH             MARCH
                                                                     31, 2004          31, 2003
                                                                   ------------      ------------
                                                                    (unaudited)       (unaudited)
<S>                                                                <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
    Net loss                                                       $(1,054,551)      $  (100,205)
    Adjustment to reconcile net loss to net cash
      used in operating activities:
        Depreciation                                                       781             1,466
        Issuance of shares for services                                884,759                --
        Issuance of warrants for services/financing costs                2,688             6,403
        Expense for repricing of options and warrants                   45,000                --
        Equity loss in Legend Credit, Inc.                              28,932                --
    Changes in operating assets and liabilities:
      Other receivables                                                                   30,610
      Accounts payable                                                 (13,106)           48,374
      Accrued expenses                                                  47,514                --
      Accrued interest                                                  19,750                --

                                                                   ------------      ------------
Net cash used in operating activities                                  (38,233)          (13,352)
                                                                   ------------      ------------

CASH FLOW FROM FINANCING ACTIVITIES:
    Change in cash overdraft                                               987              (131)
    Advances from officer, net                                          20,450                --
    Advances from related party                                         16,137                --
    Proceeds from private placement offerings of common stock               --            20,000

                                                                   ------------      ------------
Net cash provided by financing activities                               37,574            19,869
                                                                   ------------      ------------

INCREASE (DECREASE) IN CASH                                               (659)            6,517

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

CASH, End of Period                                                $        --       $     6,517
                                                                   ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    Interest paid                                                  $        --       $        --
                                                                   ============      ============
    Income taxes paid                                              $        --       $        --
                                                                   ============      ============
</TABLE>

                                    See accompanying notes to the
                                 consolidated financial statements.

                                                 4

<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
three months ended March 31 ,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.

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. 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 for the licensing of ringtones for mobile phones. ASCAP maintains
the rights to 8 million copyrighted musical works.

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.

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.

                                       5


<PAGE>

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

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The
Company incurred a net loss for the three months ended March 31, 2004 of
$1,054,551 and at March 31, 2004, had an accumulated deficit of $17,591,264 and
a working capital deficit of $2,211,453. 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 is currently negotiating the purchase of certain radio stations through
Legend Studios and Legend Credit 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 businesses.

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 three months ended March 31, 2004 and 2003:

                                                      2004              2003
                                                      ----              ----
     Net loss, as reported                       $(1,054,551)     $   (100,205)
     Compensation recognized under APB 25                 --                --
     Compensation recognized under SFAS 123               --                --
                                                 ------------     -------------
     Pro forma net loss                          $(1,054,551)     $   (100,205)
                                                 ============     =============
     Loss per share:
       Basic and diluted, as reported            $     (0.07)      $     (0.01)
       Basic and diluted, pro forma              $     (0.07)      $     (0.01)

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.

                                       6

<PAGE>

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

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. As a result of this
repricing, the Company took a charge to earnings of $45,000 during the three
months ended March 31, 2004 in accordance with FIN 44.

NOTE 3 - COMMON STOCK

During the three months ended March 31, 2004, the Company issued 3,621,174
shares of common stock for services valued at $884,759. 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

On November 22, 2000 the Company issued a promissory note to an investor in the
amount of $1,000,000. The note bore interest at 9.25% and was due on April 1,
2001. The holder of the note had the option of converting the note to a royalty
participation certificate or converting into shares of the Company's common
stock at a 20% discount. In addition, the holder of the note was issued a
two-year warrant to purchase 100,000 shares of the Company's common stock at
$3.00 per share.

During 2001, the note holder converted the full amount of the note into a profit
participation obligation that provides for the holder to receive 7.5% of the
profits from the sale of the Claudia Schiffer Palm Pilot, the Michael Jordan
Palm Pilot and any other celebrity branded Palm Pilot that the Company sells. In
connection with this conversion, the Company issued the holder a warrant to
purchase 200,000 shares of the Company's common stock at $1.50. The warrant
expires three years from the date of grant. The $1,000,000 profit participation
obligation will be reduced as profits payments are made to the holder.

As of March 31, 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
shares were dilutive. Diluted earnings (loss) per share has not been presented
since the effect of the assumed conversion of options and warrants to purchase
common shares would have an anti-dilutive effect. The following potential common
shares have been excluded from the computation of diluted net loss per share for
the three ended March 31, 2004 and 2003 because the effect would have been
anti-dilutive:

                                       7


<PAGE>
<TABLE>

                                                                      2004                2003
                                                              ----------------     ----------------
<S>                                                                 <C>                   <C>
   Conversion of Series A preferred stock                               44,500               47,000
   Conversion of Series B convertible preferred stock                8,500,000                    -
   Stock options issued to employees and consultants
       under the Company's stock option plan                         1,150,000            1,150,000
   Stock options issued outside of plan                                      -               25,000
   Warrants issued to officers                                         231,000              231,000
   Warrants issued for services                                        450,000              650,000
   Warrants issued with note conversion                                500,000              500,000
   Warrants issued for penalty/interest                                280,000              108,000
   Warrants issued with notes                                           80,000              180,000
                                                              ----------------     ----------------
                                                                    11,235,500            2,891,000
                                                              ================     ================
</TABLE>

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 three months ended March 31, 2004, 40% of
Legend Credit's net loss exceeded Legend Mobile's investment in Legend Credit.
The excess has been included as part of due to related party in the accompanying
balance sheet since these two entities are both controlled by Mr. Peter Klamka.
Summary financial information of Legend Credit as of and for the three months
ended March 31, 2004 is below:

                  Cash                                              $    (2,030)
                  Total current assets                              $    30,787
                  Total assets                                      $    33,318
                  Total current liabilities                         $    88,653
                  Total stockholders' deficit                       $   (55,335)

                  Revenue                                           $    28,760
                  Gross profit                                      $     4,400
                  Net loss                                          $   (72,330)

NOTE 7 - 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.

                                       8


<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. We
derive limited revenues from the sale of covers for mobile phones. Our suppliers
require us to purchase these products and resell them to consumers and
wholesalers. We created products under our licenses from athletes, entertainers,
and popular trademarks. We also sell a NASCAR-themed, SMS-based text messaging
service called "Racemobile.com". We also are seeking to sell mobile application
software either via over-the-air download or bundled with a particular mobile
phone. These applications may be sold as a subscription or as a single download.
We have entered into an agreement with the American Society of Composers,
Authors and Publishers for the licensing of ringtones for mobile phones. ASCAP
maintains the rights to 8 million copyrighted musical works.

Since our inception, we have incurred net losses of $17,591,264 and at March 31,
2004, current liabilities exceeded current assets by $2,211,453. In addition, we
generate minimal revenue from our operations and 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 cash from the sale of Hilary Duff Visa gift card and other branded
cards through Legend Credit, Inc.

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.

                                       9


<PAGE>

On October 1, 2003, Legend Credit launched its Hilary Duff Visa gift card at
www.hilarycard.com. Our 40% minority interest in Legend Credit, Inc. is
accounted for using the equity method. During the second quarter of 2004, Mr.
Peter Klamka, our CEO and 60% owner of Legend Credit, intends to contribute 10%
of his ownership interest in Legend Credit to us which will bring our ownership
in Legend Credit to 50%.

Significant Accounting Policies and Estimates
---------------------------------------------

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Management bases
its estimates and judgments on historical experiences and on various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. The
most significant accounting estimates inherent in the preparation of the
Company's financial statements relate to the allowance for doubtful accounts.
These accounting policies are described at relevant sections in this discussion
and analysis and in the notes to the consolidated financial statements included
in our Annual Report on Form l0-KSB for the year ended December 31, 2003.

Results of Operations
---------------------

Three months ended March 31, 2004 vs. March 31, 2003

Revenue for the three months ended March 31, 2004 decreased by $5,647 or 100%
from $5,647 for the three months ended March 31, 2003 to $0 for the three months
ended March 31, 2004. Revenue for the three months ended March 31, 2003 was
principally from the sale of faceplates for cellular phones. We had no sales for
the three months ended March 31, 2004.

Cost of revenue for the three months ended March 31, 2004 decreased by $1,129 or
100% from $1,129 for the three months ended March 31, 2003 to $0 for the three
months ended March 31, 2004. Cost of revenue as a percentage of revenue was 20%
for the three months ended March 31, 2004. We incurred no costs of revenue
during the three months ended March 31, 2004 as we did not generate any sales
during this period.

Selling, general and administrative expenses for the three months ended March
31, 2004 increased by $924,057 or 1,632% from $56,609 for the three months ended
March 31, 2003 to $980,666 for the three months ended March 31, 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 three months ended March 31, 2004, we issued 3,621,174 shares of
common stock for services valued at $884,759.

Interest expense and financing costs for the three months ended March 31, 2004
decreased by $3,161 or 6.5% from $48,114 for the three months ended March 31,
2003 to $44,953 for the three months ended March 31, 2004. We continue to accrue
interest on our outstanding notes payable obligations and other obligations.

                                       10

<PAGE>

Equity loss in Legend Credit was $28,932 for the three months ended March 31,
2004. We own a 40% interest in Legend Credit, which started selling Hilary Duff
Visa gift card in October 2003. We account for Legend Credit using the equity
method and have recorded 40% of Legend Credit's loss in our consolidated
statements of operations.

LIQUIDITY AND CAPITAL RESOURCES

We have incurred net losses since our inception of $17,591,264. In order for us
to continue in existence, we will have to raise additional capital through the
sale of equity or debt or generate sufficient profits from operations, or a
combination of both.

ITEM 3.    CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer. Based on this evaluation, these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective. There were no 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 Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None

ITEM 2.    CHANGE IN SECURITIES

During the three months ended March 31, 2004, the Company issued 3,621,174
shares of common stock as follows:

         1.       on January 21, 2004, the Company issued 100,000 shares of
                  common stock to a firm for consulting services. The securities
                  issued were exempt under the Securities Act of 1933, as
                  amended, in reliance on Regulation D promulgated thereunder.
         2.       on January 22, 2004, the Company issued a total of 1,090,174
                  shares of common stock to three individuals for consulting and
                  accounting services. These shares were issued pursuant to a
                  registration statement filed on Form S-8.
         3.       on January 23, 2004, the Company issued a total of 1,850,000
                  shares of common stock to three individuals for consulting
                  services and employee compensation. These shares were issued
                  pursuant to a registration statement filed on Form S-8.
         4.       on January 28, 2004, the Company issued a total of 8,500
                  shares of common stock to two individuals for consulting
                  services. The securities issued were exempt under the
                  Securities Act of 1933, as amended, in reliance on Regulation
                  D promulgated thereunder.

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<PAGE>

         5.       on February 4, 2004, the Company issued 250,000 shares of
                  common stock to one individual for consulting services. These
                  shares were issued pursuant to a registration statement filed
                  on Form S-8.
         6.       on February 12, 2004, the Company issued 100,000 shares of
                  common stock to one individual for accounting services. These
                  shares were issued pursuant to a registration statement filed
                  on Form S-8.
         7.       on March 4, 2004, the Company issued 150,000 shares of common
                  stock to one individual for consulting services. The
                  securities issued were exempt under the Securities Act of
                  1933, as amended, in reliance on Regulation D promulgated
                  thereunder.
         8.       on March 17, 2004, the Company issued 15,000 shares of common
                  stock to one indivdiaul for consulting services. The
                  securities issued were exempt under the Securities Act of
                  1933, as amended, in reliance on Regulation D promulgated
                  thereunder.
         9.       on March 22, 2004, the Company issued 22,500 shares of common
                  stock to one individual for employee compensation. These
                  shares were issued pursuant to a registration statement filed
                  on Form S-8.
         10.      on March 29, 2004, the Company issued 35,000 shares of common
                  stock to one individual for consulting services. The
                  securities issued were exempt under the Securities Act of
                  1933, as amended, in reliance on Regulation D promulgated
                  thereunder.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

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

Not applicable

ITEM 5.    OTHER INFORMATION

Not applicable

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

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

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

(b) Reports on Form 8-K

None

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<PAGE>

                                   SIGNATURES

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.

May 24, 2004                             By:  /s/ Peter Klamka
                                            ------------------------------------
                                              Peter Klamka, Chief Executive and
                                                Principal Accounting Officer

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