UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

(Mark One)



[X]

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



For the quarterly period ended  JUNE 30, 2005



[  ]

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



For the transition period from ________________ to _______________



000-24835

(Commission file number)



LEGEND MOBILE, INC.

(Exact name of small business issuer as specified in its charter)



Delaware

38-3399098

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)





3600 Green CT Suite 110 Ann Arbor MI, 48105

(Address of principal executive offices)



(734) 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 August, 17 2005 20,276,179 shares of common stock



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



1





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LEGEND MOBILE, INC.

Index



Page

Number



PART I.

FINANCIAL INFORMATION

3



Item 1.

Financial Statements

3



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

3



Consolidated Statements of Operations for the

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

4



Consolidated Statement of Stockholders Deficit for the

three months ended June 30, 2005 (unaudited)

5



Consolidated Statements of Cash Flows for the

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

6



Notes to Consolidated Financial Statements (unaudited)

7



Item 2.

Management's Discussion and Analysis or Plan of Operation

14



Item 3.

Controls and Procedures

17



PART II.

OTHER INFORMATION

18



Item 1.

Legal Proceedings

18



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18



Item 3.

Defaults Upon Senior Securities

18



Item 4.

Submission of Matters to a Vote of Security Holders

18



Item 5.

Other Information

18



Item 6.

Exhibits

19



SIGNATURES

19





2





---

PART I  FINANCIAL INFORMATION

|LEGEND MOBILIE, INC. AND SUBSIDIARIES                               |  |  |  |  |  |  |                     
|------------------------------------------------------------------- |  |  |  |  |  |  | --------------------
|CONSOLIDATED INTERIM BALANCE SHEET                                  |  |  |  |  |  |  |                     
|AS AT JUNE 30, 2005                                                 |  |  |  |  |  |  |                     
|(UNAUDITED)                                                         |  |  |  |  |  |  |                     
|                                                                    |  |  |  |  |  |  |                     
|CURRENT ASSETS:                                                     |  |  |  |  |  |  |                     
|Cash                                                                |  |  |  |  |  |  | $                 52
|TOTAL CURRENT ASSETS                                                |  |  |  |  |  |  | 52                  
|FIXED ASSETS - at cost                                              |  |  |  |  |  |  |                     
|Computer and office equipment                                       |  |  |  |  |  |  | 52,930              
|Less: Accumulated depreciation                                      |  |  |  |  |  |  | (51,294)            
|NET FIXED ASSETS                                                    |  |  |  |  |  |  | 1,636               
|                                                                    |  |  |  |  |  |  |                     
|GOODWILL                                                            |  |  |  |  |  |  | 48,188              
|                                                                    |  |  |  |  |  |  |                     
|TOTAL ASSETS                                                        |  |  |  |  |  |  | $          49,876   
|                                                                    |  | 
|LIABILITIES ABD STOCKHOLDERS' DEFICIT                               |  |  |  |  |  |  |                     
|CURRENT LIABILITIES:                                                |  |  |  |  |  |  |                     
|Accounts payable                                                    |  |  |  |  |  |  | $        194,635    
|Accrued expenses                                                    |  |  |  |  |  |  | 1,129,175           
|Accrued interest                                                    |  |  |  |  |  |  | 363,663             
|License fees payable                                                |  |  |  |  |  |  | 200,000             
|Due to related parties                                              |  |  |  |  |  |  | 71,353              
|Notes payable                                                       |  |  |  |  |  |  | 676,250             
|Note payable - officer                                              |  |  |  |  |  |  | 288,496             
|                                                                    |  |  |  |  |  |  |                     
|TOTAL CURRENT LIABILITIES                                           |  |  |  |  |  |  | 2,923,572           
|COMMITMENTS AND CONTINGENCIES                                       |  |  |  |  |  |  | -                   
|STOCKHOLDERS' DEFICIT                                               |  |  |  |  |  |  |                     
|Series A Preferred Stock, $0.001 par value, 1,000,000 shares        |  |  |  |  |  |  |                     
|authorized; 2,225 shares issued and outstanding                     |  |  |  |  |  |  | 22                  
|Series B Convertible Preferred Stock, $0.01 par value; 850,000      |  |  |  |  |  |  |                     
|shares authorized; 850,000 shares issued and outstanding            |  |  |  |  |  |  |                     
|authorized; 1,000,000 Class A shares issued and outstanding         |  |  |  |  |  |  | 8,500               
|Series C Convertible Preferred Stock, $0.01 par value; 147,775      |  |  |  |  |  |  |                     
|shares authorized; 147,775 shares issued and outstanding            |  |  |  |  |  |  | 1,478               
|Common stock; $0.01 par value; 10,000,000 shares                    |  |  |  |  |  |  |                     
|authorized;4,666,850( December 31, 2004 -  4,431,850) shares issued |  |  |  |  |  |  | 20,048              
|and outstanding                                                     |  |  |  |  |  |  |                     
|Additional paid-in capital                                          |  |  |  |  |  |  | 15,692,139          
|Stock subscription receivable                                       |  |  |  |  |  |  | (156,300)           
|Accumulated deficit                                                 |  |  |  |  |  |  | (18,439,583)        
|TOTAL STOCKHOLDERS' DEFICIT                                         |  |  |  |  |  |  | (2,873,696)         
|                                                                    |  |  |  |  |  |  |                     
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         |  |  |  |  |  |  | $          49,876   
|                                                                    |  |  |  |  |  |  |                     

See accompanying notes to consolidated financial statements.



3





---



|LEGEND MOBILE, INC. AND SUBSIDIARIES         |                    |                  |                |                  
|-------------------------------------------- | ------------------ | ---------------- | -------------- | -----------------
|CONSOLIDATED INTERIM STATEMENT OF OPERATIONS |                    |                  |               
|(UNAUDITED)                                  |                    |                  |                |                  
|                                             |                    |                  |                |                  
|                                             | THREE MONTHS ENDED | SIX MONTHS ENDED |                |                  
|                                             | JUNE 30,           | JUNE 30,         |                |                  
|                                             | 2005               | 2004             | 2005           | 2004             
|REVENUE                                      | $              -   | $              - | $        1,996 | $               -
|                                             |                    |                  |                |                  
|COST OF REVENUE                              | -                  | -                | -              | -                
|                                             |                    |                  |                |                  
|GROSS PROFIT                                 | -                  | -                | 1,996          | -                
|                                             |                    |                  |                |                  
|EXPENSES:                                    |                    |                  |                |                  
|Selling, general and administrative          | 144,430            | 72,033           | 353,914        | 1,007,699        
|Legal settlement                             | -                  | -                | -              | -                
|                                             |                    |                  |                |                  
|TOTAL EXPENSES                               | 144,430            | 72,033           | 353,914        | 1,007,699        
|                                             |                    |                  |                |                  
|LOSS FROM OPERATIONS                         | (144,430)          | (72,033)         | (351,918)      | (1,007,699)      
|                                             |                    |                  |                |                  
|OTHER INCOME (EXPENSE):                      |                    |                  |                |                  
|Interest expense and financing costs         | (66,673)           | (48,188)         | (134,493)      | (89,141)         
|Equity loss in Legend Credit, Inc.           | -                  | (4,016)          | -              | (32,948)         
|Other income (expense), net                  | -                  | 105,000          | -              | 60,000           
|                                             |                    |                  |                |                  
|TOTAL OTHER INCOME (EXPENSE)                 | (66,673)           | 52,796           | (134,493)      | (62,089)         
|                                             |                    |                  |                |                  
|LOSS BEFORE PROVISION FOR INCOME TAXES       | (211,103)          | (19,237)         | (486,411)      | (1,069,788)      
|                                             |                    |                  |                |                  
|PROVISION FOR INCOME TAXES                   | -                  | -                | -              | -                
|                                             |                    |                  |                |                  
|NET LOSS                                     | $  (211,103)       | $    (19,237)    | $ (486,411)    | $(1,069,788)     
|                                             |                    |                  |                |                  
|BASIC AND DILUTED LOSS PER                   |                    |                  |                |                  
|COMMON SHARE                                 | $        (0.01)    | $        (0.00)  | $       (0.03) | $         (0.07) 
|                                             |                    |                  |                |                  
|WEIGHTED AVERAGE NUMBER OF                   |                    |                  |                |                  
|COMMON SHARES OUTSTANDING -                  |                    |                  |                |                  
|BASIC AND DILUTED                            | 19,720,548         | 15,663,403       | 18,125,994     | 15,126,937       
|                                             |                    |                  |                |                  



See accompanying notes to consolidated financial statements.



4





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|LEGEND MOBILE, INC. AND SUBSIDIARIES                    |              |   |                |                 |              |                |                 |                
|------------------------------------------------------- | ------------ | - | -------------- | --------------- | ------------ | -------------- | --------------- | ---------------
|CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS' DEFICIT |              |   |                |                 |              |               
|(UNAUDITED)                                             |              |   |                |                 |              |                |                 |                
|                                                        |              |   |                |                 |              |                |                 |                
|                                                        |              |   |                |                 |              |                |                 |                
|                                                        |              |   |                | Preferred Stock |              |                |                 |                
|                                                        | Series A     |   | Series B       | Series C        |             
|                                                        | Shares       |   | Amount         |                 | Shares       |                | Amount          | Shares         
|                                                        |              |   |                |                 |              |                |                 |                
|                                                        |              |   |                |                 |              |                |                 |                
|Balance, December 31, 2004                              | 2,225        | $ | $           22 | $               | 850,000      |                | $         8,500 | $       147,775
|                                                        |              |   |                |                 |              |                |                 |                
|Shares issued in payment of professional                |              |   |                |                 |              |                |                 |                
|                                                        | -            |   | -              | -               | -            | -              | -               | -              
|Shares issued for cash                                  | -            |   | -              | -               | -            | -              | -               | -              
|Fair value of warrants issued as penalty                | -            |   | -              | -               | -            | -              | -               | -              
|Net Loss                                                | -            |   | -              | -               | -            | -              | -               | -              
|                                                        |              |   |                |                 |              |                |                 |                
|Balance - June 30, 2005                                 | 2,225        |   | $           22 | -               | 850,000      | -              | $         8,500 | 147,775        
|                                                        |              |   |                |                 |              |                |                 |                
|                                                        |              |   |                |                 | Additional   |                |                 |                
|                                                        | Common Stock |   | Paid-In        |                 | Shareholder  | Accumulated    |                 |                
|                                                        | Shares       |   | Amount         |                 | Capital      |                | Receivable      | Deficit        
|                                                        |              |   |                |                 |              |                |                 |                
|                                                        |              |   |                |                 |              |                |                 |                
|Balance, December 31, 2004                              | 16,513,721   |   | $    16,513    |                 | $ 15,458,305 |                | $  (156,300)    | $(17,953,172)  
|                                                        |              |   |                |                 |              |                |                 |                
|Shares issued in payment of professional                |              |   |                |                 |              |                |                 |                
|                                                        | 1,700,000    |   | 1,700          |                 | 160,300      |                | -               | -              
|Shares issued for cash                                  | 834,300      |   | 835            |                 | 14,011       |                | -               | -              
|Shares issued for services rendered                     | 1,000,000    |   | 1,000          |                 | 59,000       |                | -               | -              
|Fair value of warrants issued as penalty                | -            |   | -              |                 | 523          |                | -               | -              
|Net Loss                                                | -            |   | -              |                 | -            |                | -               | (19,237)       
|                                                        |              |   |                |                 |              |                |                 |                
|Balance - June 30, 2005                                 | 20,048,021   |   | $    20,048    | -               | $ 15,692,139 | $            - | $  (156,300)    | $(17,972,409)  



See accompanying notes to consolidated financial statements.





5





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|LEGEND MOBILE, INC. AND SUBSIDIARIES                                      |  |                     |                       
|------------------------------------------------------------------------- |  | ------------------- | ----------------------
|CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS                              |  |                     |                       
|(UNAUDITED)                                                               |  |                     |                       
|                                                                          |  | Six Months          | Six Months            
|                                                                          |  | Ended               | Ended                 
|                                                                          |  | June 30,            | June 30,              
|                                                                          |  | 2005                | 2004                  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     |  |                     |                       
|Net loss                                                                  |  | $  (486,411)        | $  (1,069,788)        
|Adjustment to reconcile net loss to net cash used in operating activities |  |                     |                       
|Depreciation                                                              |  | 803                 | 1,278                 
|Issuance of common stock for services                                     |  | 222,000             | 884,759               
|Issuance of warrants for services/financing costs                         |  | 523                 | 4,612                 
|Income(expense) for repricing of options and warrants                     |  | -                   | (60,000)              
|Equity loss in Legend Credit, Inc.                                        |  | -                   | 32,948                
|Changes in operating assets and liabilities:                              |  |                     |                       
|Accounts payable                                                          |  | 12,999              | (7,118)               
|Accrued expenses                                                          |  | 64,658              | 95,028                
|Accrued salary                                                            |  | 50,000              | -                     
|Accrued interest                                                          |  | 69,430              | 39,500                
|                                                                          |  |                     |                       
|Net cash used in operating activities                                     |  | (65,998)            | (78,781)              
|                                                                          |  |                     |                       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                     |  |                     |                       
|Advances to related parties                                               |  | (2,504)             | (1,200)               
|                                                                          |  |                     |                       
|Net cash provided by financing activities                                 |  | (2,504)             | (1,200)               
|                                                                          |  |                     |                       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     |  |                     |                       
|Advances from related party, net                                          |  | 52,190              | 7,292                 
|Proceeds from the sale of common stock                                    |  | 14,846              | -                     
|                                                                          |  |                     |                       
|Net cash provided by financing activities                                 |  | 67,036              | 7,292                 
|                                                                          |  |                     |                       
|INCREASE (DECREASE) IN CASH                                               |  | (1,466)             | (72,689)              
|                                                                          |  |                     |                       
|CASH, Beginning of period                                                 |  | 1,518               | 3,577                 
|                                                                          |  |                     |                       
|CASH, End of period                                                       |  | $                52 | $          (69,112)   
|                                                                          |  |                     |                       
|SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:                       |  |                     |                       
|Interest paid                                                             |  | $       134,493     | $            89,141   
|Income taxes paid                                                         |  | $                 - | $                    -
|                                                                          |  |                     |                       

See accompanying notes to consolidated financial statements.



6





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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION



The unaudited  consolidated  financial  statements  have been prepared by Legend Mobile,  Inc.  (the  "Company")  pursuant  to the rules and  regulations  of the Securities and Exchange  Commission.  The information  furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are in the opinion of  management  necessary  to fairly  present  the  operating results for the respective periods. Certain information and footnote disclosures normally  present  in  annual  consolidated  financial  statements  prepared  in accordance with accounting principles generally accepted in the United States of America  have  been  omitted  pursuant  to such  rules  and  regulations.  These consolidated financial statements should be read in conjunction with the audited consolidated  financial statements and footnotes for the year ended December 31, 2004 included in the Company's Annual Report on Form 10-KSB.  The results of the six months ended June 30, 2005 are not necessarily  indicative of the results to be expected for the full year ending December 31, 2005.



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



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



In February 2001, the Company formed Legend Credit as a wholly owned subsidiary. On April 1, 2003, Mr. Peter Klamka,  CEO of the Company,  contributed the rights to an affinity  credit card  business  valued at $37,000 to Legend  Credit.  Mr. Klamka's  contribution  has been  determined  pursuant to Accounting  Principles Board Opinion No. 29,  "Nonmonetary  Transactions,"  using his cost basis in the investment,  which is the most readily  determinable  cost. In exchange for this contribution,  Legend  Credit  issued to Mr.  Peter Klamka 60% of the issued and outstanding  shares of Legend Credit common stock and the Company  issued to Mr. Klamka 850,000 shares of Series B convertible  preferred stock.  These issuances were  valued at $22,200 and  $14,800,  respectively.  The Company  retains a 40%  minority  interest  in Legend  Credit  which is  accounted  for using the equity method.  Effective  October 1, 2004,  Mr. Klamka  contributed  an additional 10% interest  in  Legend  Credit to the  Company  at was  valued  at $3,700  (10% of $37,000, the original value of the affinity credit card business).



7





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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



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



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



Going Concern

-------------



The  accompanying  consolidated  financial  statements  have  been  prepared  in conformity with accounting principles generally accepted in the United States of America,  which contemplate  continuation of the Company as a going concern. The Company  incurred a net loss for the six  months  ended  June 30, 2005 and at June 30, 2004, had an accumulated  deficit and a working  capital  deficit.  In addition,  the Company  generates  minimal revenue from its operations and is in default on the payment of note  payable  and  license  fee payable  obligations. These conditions raise substantial doubt as to the Company's ability to continue as a going concern.  These consolidated  financial statements do not include any adjustments  that  might  result  from the  outcome of this  uncertainty.  These consolidated financial statements do not include any adjustments relating to the recoverability  and  classification  of recorded asset  amounts,  or amounts and classification  of  liabilities  that might be  necessary  should the Company be unable to continue as a going concern.



The  Company  plans  to  take  the  following  steps  that it  believes  will be sufficient to provide the Company with the ability to continue in existence. The Company, through its subsidiary,  Legend Credit, Inc., continues to sell branded debit cards. The Company is also seeking additional equity capital to expand its cellular  phones  faceplates,  mobile  data  services,  and mobile  applications business.





Accounting Policies

-------------------------



The accounting  policies  followed by the Company are set forth in Note 1 to the Company's  consolidated  financial  statements  included in its annual report on Form  10-KSB  for the year ended  December  31,  2004 and which is  incorporated herein by reference. Specific reference is made to this report for a description of the Company's  securities and the notes to the financial  statements included therein.



8





---

LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Minority Interest

--------------------



The  accompanying  consolidated  financial  statements do not reflect a minority interest  liability as of June 30, 2005,  as Legend  Studios,  on a stand-alone basis,   had  a  stockholders'   deficit  as  of  such  date.  The  accompanying consolidated  statements of operations for the six months ended June 30, 2005 and 2004 do not reflect the minority  interest's share of Legend Studios' losses for  said  periods  as  the  related  accrual  would  result  in  the  Company's recording of a minority interest receivable.



In addition, during the year ended December 31, 2004, the Company's ownership in Legend  Credit  increased  to 50%  resulting  in the Company  consolidating  the financial  statement  of  Legend  Credit  with  the  Company.  The  accompanying consolidated  financial  statements do not reflect a minority interest liability as  of  June 30,  2005  as  Legend  Credit,  on a  stand-alone  basis,  had  a stockholders' deficit as of such date. The accompanying  consolidated statements of  operations  for the six  months  ended  June 30,  2005 do not reflect the minority  interest's  share of Legend Credits' losses for the six months ended June 30, 2005 as the related accrual would result in the Company's  recordation of a minority interest receivable.





NOTE 2 - STOCK OPTIONS



The Company has adopted only the disclosure  provisions of SFAS No. 148 and 123, "Accounting  for Stock-Based  Compensation."  It applies  Accounting  Principles Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related  interpretations  in  accounting  for its Stock Option Plan and does not normally recognize compensation expense for its Stock Option Plan other than for restricted  stock and options  issued to outside  third  parties.  The pro forma information  regarding the effect on operations that is required by SFAS 123 and SFAS 148 has not been presented  since there is no pro forma expense to be shown for the six months ended June 30, 2005 and 2004.





NOTE 3 - STOCKHOLDERS' DEFICIT



Series A Convertible Preferred Stock

---------------------------------------------



The Company has 2,225 shares of $0.001 par value Series A Convertible  Preferred Stock  authorized of which 2,225 shares are issued and  outstanding at June 30, 2005.  Each share of Series A can be converted  into 20 shares of common  stock. Series A shares have no voting rights.







Series B Convertible Preferred Stock

--------------------------------------------

The Company has 850,000 shares of $0.01 par value Series B Convertible Preferred Stock authorized of which 850,000 shares are issued and outstanding at June 30, 2005.



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



9





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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



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



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



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



Series C Convertible Preferred Stock

--------------------------------------------



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



In the event of a voluntary or involuntary  liquidation,  dissolution or winding up of the Company prior to the time the Series C becomes convertible into common shares,  the holders of Series C shall be  entitled  to $0.01 per share.  In the event of a voluntary or  involuntary  liquidation,  dissolution or winding up of the Company after the time the Series C becomes  convertible into common shares, the holders of Series C shall be entitled to share with the holders of shares of common stock and Series B convertible  preferred  stock pari passu in the assets of the  Company,  on an as converted  basis,  whether such assets are capital or surplus of any nature.  . The Series C shall be convertible  upon the earlier to occur of: (i) the date the Company  generates net profits in any two consecutive fiscal quarters; (ii) April 1, 2006; or (iii) any date that the market price per share of common stock equals or exceeds $0.50.



The conversion of Series C shall be on the basis of one hundred shares of common stock  for one  Series C  share,  as may be  adjusted  from  time to time.  Upon conversion,  the holder of the Series C will be required to pay to the Company a conversion price for each share of common stock equal to $0.10.



The  holders of the Series C shall vote on all  matters  with the holders of the common stock (and not as a separate  class) on a hundred  votes per share basis. The holders of the Series C shall be entitled to receive all notices relating to voting as are required to be given to the holders of the common stock.



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





Common Stock

------------------



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



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



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





10





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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



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



NOTE 4 - EARNINGS (LOSS) PER SHARE



The Company  reports  earnings (loss) per share in accordance with SFAS No. 128, "Earnings  per Share." Basic  earnings  (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares  available.  Diluted earnings (loss) per share is computed similar to basic earnings  (loss) per share except that the  denominator is increased to include the number of additional  common shares that would have been outstanding if the  potential  common  shares had been issued and if the  additional  common shares were dilutive.  Diluted  earnings (loss) per share has not been presented since the effect of the assumed  conversion  of options and warrants to purchase common shares would have an anti-dilutive effect. The following potential common shares have been excluded from the computation of diluted net loss per share for the six  months  ended June 30, 2005 and 2004  because the effect  would have been anti-dilutive:



2005

2004

----------   ----------

Conversion of Series A convertible preferred stock

44,500

44,500

Conversion of Series B convertible preferred stock

8,500,000

8,500,000

Conversion of Series C convertible preferred stock

14,777,500

--

Stock options issued to employees and consultants

under the Company's stock option plan

1,150,000

1,150,000

Warrants issued to officers

231,000

231,000

Warrants issued for services

50,000

450,000

Warrants issued with note conversion

300,000

500,000

Warrants issued for penalty/interest

252,000

280,000

Warrants issued with notes

100,000

80,000



----------

----------



25,405,000

11,235,500

==========

==========









NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS



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



11





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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)





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



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



In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,  Accounting for  Nonmonetary  Transactions." The  amendments  made by SFAS 153 are based on the principle  that  exchanges of nonmonetary  assets  should be  measured  based on the fair  value of the assets exchanged.   Further,   the  amendments   eliminate  the  narrow  exception  for nonmonetary exchanges of similar productive assets and replace it with a broader exception  for  exchanges  of  nonmonetary  assets  that do not have  commercial substance.  Previously,  Opinion 29 required that the accounting for an exchange of a productive asset for a similar  productive asset or an equivalent  interest in the same or similar  productive  asset should be based on the recorded amount of the  asset  relinquished.  Opinion  29  provided  an  exception  to its basic measurement  principle (fair value) for exchanges of similar  productive assets.





That exception required that some nonmonetary  exchanges,  although commercially substantive,  to be recorded on a carryover  basis. By focusing the exception on exchanges that lack commercial substance, the FASB believes SFAS No.153 produces financial  reporting  that  more  faithfully  represents  the  economics  of the transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring in  fiscal  periods  beginning  after  June 15,  2005.  Earlier  application  is permitted for nonmonetary asset exchanges  occurring in fiscal periods beginning after the date of  issuance.  The  provisions  of SFAS  No.153  shall be applied prospectively. The Company has evaluated the impact of the adoption of SFAS 153, and does not believe the impact will be  significant  to the  Company's  overall results of operations or financial position.



In December  2004,  the FASB issued SFAS  No.123  (revised  2004),  "Share-Based Payment" ("SFAS 123(R)").  SFAS 123(R) will provide investors and other users of financial  statements  with more complete and neutral  financial  information by requiring  that  the   compensation   cost  relating  to   share-based   payment transactions be recognized in financial  statements.  That cost will be measured based on the fair  value of the equity or  liability  instruments  issued.  SFAS 123(R) covers a wide range of share-based  compensation  arrangements  including share  options,   restricted  share  plans,   performance-based   awards,  share appreciation  rights,  and employee share purchase  plans.  SFAS 123(R) replaces SFAS No. 123,  "Accounting  for  Stock-Based  Compensation",  and supersedes APB  Opinion  No.  25,  "Accounting  for Stock  Issued to  Employees".  SFAS 123,  as originally issued in 1995,  established as preferable a fair-value-based  method of accounting for share-based payment transactions with employees. However, that Statement  permitted  entities the option of continuing to apply the guidance in



12





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LEGEND MOBILE, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Opinion 25, as long as the footnotes to financial  statements disclosed what net income  would have been had the  preferable  fair-value-based  method been used. Public  entities  (other than those filing as small  business  issuers)  will be required to apply SFAS 123(R) as of the first interim or annual reporting period that  begins  after June 15,  2005.  This  pronouncement  is  effective  for the Company,  a small business  issuer,  as of the first interior  annual  reporting period that begins after December 15, 2005. The Company has evaluated the impact of the  adoption  of SFAS  123(R),  and  does not  believe  the  impact  will be significant  to  the  Company's  overall  results  of  operations  or  financial position.



# Table of Contents

Item 2. Management's Discussion and Analysis or Plan of OperationForward looking statements


# 

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



### Forward looking statements



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



GENERAL



The following discussion and analysis should be read in conjunction with our consolidated financial statements and related footnotes for the year ended December 31, 2004 included in our Annual Report on Form 10-KSB. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.



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



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





14





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



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



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



Since our inception, we have incurred significant losses and at June 30, 2005 our current liabilities exceeded current assets. In addition, we are delinquent in certain payments due for license fees and notes payable. We may be unable to continue in existence unless we are able to arrange additional financing and achieve profitable operations. We plan to raise additional capital and expect to generate cash from the sale of Hello Kitty Debit MasterCard card through Legend Credit, Inc.



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





Significant Accounting Policies and Estimates



Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements relate to the allowance for doubtful accounts. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in this Annual Report on Form l0-KSB for the year ended December 31, 2004.



15





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Results of Operations



Three months ended June 30, 2005 vs. June 30, 2004



Revenue for the three months ended June 30, 2005 Stayed the same from $0 for the three months ended June 30, 2004 to $o for the three months ended June 30, 2005. We had no sales during the three months ended June 30, 2004 or June 30, 2005 .



There was no cost of revenue for the three months ended June 30, 2005 and 2004.  During three months ended March 31, 2004, we had no sales and for the three months ended June 30, 2005 we had no sales.  .



Selling, general and administrative expenses for the three months ended June 30, 2005 increased by $72,397 or 49.9% from $72,033 for the three months ended June 30, 2004 to $144,430 for the three months ended June 30, 2005.  The increase in selling, general and administrative expenses is due to a professional and consulting fees which were paid for by issuance of shares of our common stock.



Interest expense and financing costs for the three months ended March 31, 2005 increased by $18,485 or 38% from $48,188 for the three months ended June 30, 2004 to $66,673 for the three months ended March 31, 2005.  The increase is due to more debt outstanding (principally the $291,000 note payable  officer that accrues interest at 31%) during the three months ended June 30, 2005 as compared to the same period in 2004.



Equity loss in Legend Credit was $0 for the three months ended June 30, 2004.  Effective October 1, 2004, we began to consolidate the operations of Legend Credit since our ownership in this subsidiary increased to 50%.  Prior to October 1, 2004 we own 40% of Legend Credit and accounted for this subsidiary using the equity method.



Six months ended June 30, 2005  vs. June 30, 2004



Revenue for the six months ended June 30, 2005 Increased by $1,996 or 100% from $0 for the six months ended June 30, 2004 to $1,996 for the six months ended June 30, 2005. Hellokitty Prepaid Card . We had no sales for the six months ended June 30, 2004.



Cost of revenue for the six months ended June 30, 2004 stayed the same. We incurred no costs of revenue during the six months ended June 30, 2005 or June 20, 2004 as we did not generate any sales during this period.



Selling, general and administrative expenses for the six months ended June 30, 2005 decreased by $653,785 or 284% from $1,007,699 for the six months ended June 30, 2004 to $353,914  for the six months ended June 30, 2005. The significant decrease in selling, general and administrative expenses is due to reduced payment of certain professional fees with shares of the Company's stock. During the six months ended June 30, 2005, we issued 1,834,300 shares of common stock for services valued at $74,876.



Interest expense and financing costs for the six months ended June 30, 2005 decreased by $22,468 or 25.2% from $89,141 for the six months ended June 30, 2004 to $66,673 for the six months ended June 30, 2005. We continue to accrue interest on our outstanding notes payable obligations and other obligations.



16





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



Liquidity and Capital Resources





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



We have incurred net losses since our inception of $18,228,480. In order for us to continue in existence, we will have to raise additional capital through the sale of equity or debt or generate sufficient profits from operations, or a combination of both.





Off-balance sheet arrangements



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



Item 3.

Controls and Procedures



As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was 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.





17





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Part II.

OTHER INFORMATION



Item 1.

Legal Proceedings



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



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



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds



Note applicable.



Item 3.

Defaults Upon Senior Securities



None





Item 4.

Submission of Matters to a Vote of Security Holders



Not applicable.



Item 5.

Other Information



We have signed a letter of intent to acquire two low-power television stations in Petoskey, Michigan. We are in the process of conducting due diligence on these stations, and any acquisition would be under the



18





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terms of an agreement containing, among other terms, closing conditions. There can be no assurance that we will enter into any such agreement or that we will ultimately acquire these stations.



Item 6.

Exhibits



31.1

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



32.1

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





SIGNATURES



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



LEGEND MOBILE, INC.







August 22, 2005

By:

/s/ Peter Klamka



Peter Klamka, Chief Executive and

Principal Accounting Officer







19





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Exhibit 31.1

CERTIFICATIONS



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

1.

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

2.

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

3.

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

4.

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

a)

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



b)

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



c)

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



5.

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

a)

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

b)

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



20





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August 22, 2005

/s/ Peter Klamka



Peter Klamka, Chief Executive and

Principal Accounting Officer



21





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Exhibit 32.1





CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



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



(1)

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



(2)

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



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

















22