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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



(Mark One)

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

OF 1934 For the fiscal year ended December 31, 2005



[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

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|For the transition period from               to
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Commission file number: 000-24835

LEGEND MOBILE, INC.
(Name of small business issuer in its charter)

DELAWARE                                      38-3399098
(State or other jurisdiction of             (I.R.S. Employer Identification No.)



incorporation or organization)



244 Fifth Avenue Ste. P203 New York, New York 10001

(Address of principal executive offices) (Zip Code)



Issuer's telephone number: (212) 252-2459



Securities registered under Section 12(b) of the Exchange Act: NONE



Securities registered under Section 12(g) of the Exchange Act:



COMMON STOCK, $0.001 PAR VALUE

(Title of class)



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 [ ]



Check if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]



State issuer's revenues for its most recent fiscal year: $ 1,996



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $1,217,881 AS OF MARCH 31, 2006



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:20,298,021 AS OF MARCH 31, 2006



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









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PART I



ITEM 1. DESCRIPTION OF BUSINESS.



CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.



Certain statements contained in this Annual Report on Securities and Exchange Commission ("SEC") Form 10-KSB ("Form 10-KSB") constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements. These statements may be contained in our filings with the Securities and Exchange Commission, press releases, and written or oral presentations made by our representatives to analysts, rating agencies, stockholders, news organizations and others. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "intend", "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.



OUR BUSINESS



We are a developer and marketer of branded mobile phone products including faceplates, phone accessories, SMS services, and mobile data applications. We intend to also market branded accessories for digital music players such as the iPod and handheld video games through our upcoming website, www.ipodmerch.com. Through our subsidiary Legend Credit, Inc. (which we own 50%), we also develop and market stored value cards including gift cards bearing the Visa and MasterCard logo. Legend Credit intends to develop and market additional branded consumer payment products including debit cards, gift cards, and credit cards. Legend Credit Inc. is also developing a gift card exchange website called Giftcardstoday.com. Through our 91% subsidiary, Legend Studios, Inc., (formerly Fragrancedirect.com Inc.), we have entered into a local marketing agreement to operate and asset purchase agreement to purchase seven radio stations in Virginia, West Virginia, and Missouri on June 30, 2004. These agreements became the subject of litigation in February 2005.



OUR SOURCES OF REVENUE



SALES OF MOBILE PRODUCTS



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 been developing products for the iPod economy which we intend to market on a website owned by the company called iPodmerch.com. The company will develop branded covers and accessories for the 10 million iPods that are currently in use by consumers worldwide. The company is in discussions with various licensors to secure licenses of popular brands on iPod cases. We have also secured a suppliers for products to be branded and resold. We expect our licensed iPod products will be sold in traditional retail channels as well as via our website. We have also been in discussions with one of our suppliers to develop branded cases for mobile game devices such as the new mobile version of the Sony Play Station.



SALES OF STORED VALUE CARDS



Through Legend Credit, we offer branded stored value cards directly to consumers. According a recent study by the American Bankers Association, the market for stored value cards is estimated at $300 billion annually

We recently entered into a, license agreement with Brand Central. for the rights to the popular TV snow  Hello  The Apprentice for debit cards, prepaid credit cards, and gift cards.

We are in discussions with other well known brands and personalities for licenses for stored value cards. Our President and Chief Executive Officer, Peter Klamka, created the popular KISS Visa card in 1996. To obtain new licenses, we make royalty payments to licensors such as celebrities or other well recognized brands who grant us the right to use their trademarks on our









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stored value card products. These agreements have a term of one or more years. The compensation paid is generally based on a percentage of sales, a fee for each card sold, fee income collected, and breakage returned to us. We may have to advance future compensation to a licensor as part of an agreement.

We recently entered into an agreement with Global Cash Card to provide additional card products. Global Cash Card is a distributor of card products through First Regional Bank. We expect to offer a debit card without a Visa or MasterCard logo through our association with Global Cash Card. Cards issued in association with Global Cash Card can be reloaded at any of the 3,000 Ace Cash Express centers around the country. The ease of card loading is one of the key drivers of card profitability. 
We have also entered into an agreement with Cardware Systems to provide a Visa product for our current and future licensed brands. 
We have also been working with an international bank to develop a Virtual Visa product as well as a Visa Electron product which can be used by citizens of countries other than the United States.

We have also been in discussions to sublicense our licenses to a bank network for the retail sales of gift cards at bank branches.
Card revenue is generated by a fee for each card sold, a percentage of the fees charged to consumers for activities such as balance inquiries, cash advances and ATM withdrawals, interchange fees, lost and stolen card fees, card load fees, and monthly maintenance fees. Each card program depending on the target audience, requirements of the licensor, and product type has some or all of these fees.

In addition to the gift market, there are approximately 60 million Americans who do not have traditional bank accounts and consequently are potential customers for prepaid products. We are also directing our products towards the teen audience who do not have access to traditional credit card products.



SALES OF PRODUCTS FROM OUR WEBSITE IPODMERCH.COM



We intend to open  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.



FEE INCOME FROM OUR WEBSITE GIFTCARDSTODAY.COMWe expect to generate fee income from our forthcoming website, Giftcardstoday.com. The website will allow consumers to buy, sell, and trade unwanted gift cards.
The popularity of gift cards has grown significantly in recently years. According to industry estimates, nearly two thirds of all American adults said they received or purchased a gift card in the last twelve months. Sales of gift cards are expected to reach $55.5 billion this year.
The site will allow consumers to buy, sell, or trade unwanted cards. The site will be open to all types of gift cards from any issuer. We will collect a fee each time a card is sold or traded.











MARKETING AND PROMOTION OF MOBILE PHONE PRODUCTS



We continually evaluate numerous ways to reach our potential customers and to promote our products. We intend to continue to promote our products through the following means:

1. On-site promotions. We are also negotiating to sell our NASCAR associated products at stock car races.









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2. Develop co-marketing and co-sales promotions. We are negotiating to sell our mobile accessories through mobile phone carriers, mobile phone retailers and distributors,

3. Advertise our celebrity-branded phones and mobile software through traditional media such as radio, newspapers, magazines and television.



MARKETING AND PROMOTION OF STORED VALUE CARDS



We evaluate numerous ways to reach potential customers to promote our stored-value products. We intend to continue to promote our products through a number of avenues including:

1. Affinity relationships. We seek to develop products under license by recognized personalities, brands, or affinity groups that have a large base of customers to market to. Our card products are designed to appeal to a specific segment of the market with customized designs, promotions, and fee schedules.

2. Co-marketing with brand partners. We marketed the Hilary Duff Visa Gift card with Hollywood Records through an insert in the Hilary Duff CD entitled "Metamorphosis" which reached approximately one million consumers. We are currently exploring co-marketing opportunities with Sanrio and other licensees for the Hello Kitty brand. We participated in several Hello Kitty events in 2004 and marketed our card through promotional materials in the Hello Kitty retail outlets. Co-marketing allows us to reach a significant number of consumers interested in the brand cost effectively.

3. Public Relations. We adopt a very aggressive posture towards public relations for the launch of our card products.

4. Internet Marketing. We employ from time to time employ a firm to promote the card products through the Internet on popular web site related to the particular brand.

5. Gift with Purchase. We recently entered into a promotional agreement with a leading publisher of magazines that will allow us offer our cardholders and potential cardholders a year long subscription to popular magazines with the purchase of one of our stored value cards. We expect to continue our magazine promotions and other gift with purchase on future cards.



6. Contests. We bartered cards with specific dollar amounts in exchange for advertising time on television, radio, and on popular teen sites.

7. Event Marketing. We look for opportunities to drive sales of our card products at live events including concerts, shopping malls, and celebrity appearances







GROWTH STRATEGY-MOBILE PHONE PRODUCTS



We believe we have unique expertise to develop branded products for digital music players such as the iPod. We have consistently been able to secure licenses with recognized brands. We expect to be a leader in the area of branded digital music accessories.



GROWTH STRATEGY-LEGEND CREDIT



We expect to continue to license leading brands and celebrities with strong affinity bases. The market for stored value cards is expected to grow by an estimated 20% in 2005. Legend will continue to offer competitive products that appeal to specific segments of the card buying public. We will also look to grow our business by offering previous buyers of Legend Credit card products other products such as reloadable cards, new card designs, and secured cards.

We are also developing products such as the Virtual Visa which will allow consumers to shop online safely and securely







RISKS THAT MAY AFFECT FUTURE RESULTS











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The following risk factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.





WE HAVE AN ACCUMULATED DEFICIT AND ANTICIPATE FURTHER LOSSES.



We have incurred significant losses since we began doing business. There can be no assurance that our services and products will ever generate sufficient revenues or that our operations will ever be profitable. As of December 31, 2005, we had an accumulated deficit of$18,665,603. We expect to incur operating losses for the near future until we can generate sufficient sales to cover our operating expenses.

We have generated limited revenues to date from the business we conduct and there can be no assurance that we will ever generate sufficient revenues from the business we conduct to cover all of our operating expenses. We also expect to significantly increase our operating expenses to expand our sales and marketing operations, to fund greater levels of product development, and to develop other forms of revenue generating business and licensing of our proprietary materials to others.



WE RECEIVED AN OPINION FROM OUR ACCOUNTANTS FOR THE PERIOD ENDED DECEMBER 31, 2005, WHICH RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AFTER SUCH DATE AS A GOING CONCERN.



Our consolidated financial statements for the year ended December 31, 2005, which are included in this Form 10-KSB, indicate that there was substantial doubt as of December 31, 2005 about our ability to continue as a going concern due to our need to generate cash from operations and obtain additional financing. We have had a going concern opinion from our auditors since our inception in 1997.







WE NEED TO RAISE ADDITIONAL FUNDS TO FUND OUR BUSINESS OPERATIONS.



We need to raise additional funds because our cash flows have proven to be insufficient to fund operations, including our obligations to pay minimum royalties under our licensing agreements. Additionally, we have several mobile phone licenses which may require additional payments. Several of our trade creditors and licensors have outstanding balances and may elect to sue to recover their amounts owed. Management feels that these can be defended or settled on favorable terms. There can be no assurance that additional financing will be available to us on commercially reasonable terms, or at all. We may raise funds through equity or debt financings, depending on our opportunities. If we raise additional funds by issuing equity securities, this will further dilute the interests of our current stockholders. If we raise additional funds by issuing debt securities, we will be subject to the risks associated with incurring substantial indebtedness, including the risks that interest rates may fluctuate and cash flow may be insufficient to pay principal and interest on any such indebtedness. We have no current arrangements with respect to, or sources of, additional financing, and it is not anticipated that our existing stockholders will provide any portion of our future financing requirements.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IN THE MOBILE PHONE, MOBILE ACCESSORY, MOBILE DATA AND GAMING, AND OPERATING SYSTEM SOFTWARE MARKETS. THIS WOULD HAVE A MATERIAL ADVERSE EFFECT ON OR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

As we attempt to expand into the mobile phone, accessory, and mobile services software markets, our future growth will depend on the commercial success of our branded accessory products. The markets for these products and services are highly competitive and we expect competition to increase in the future. Most of our competitors in this market have significantly greater financial, technical and marketing resources than we do. This will make it difficult for us to compete successfully in the hand-held device and operating system software markets.



THE LOSS OF OUR CHIEF EXECUTIVE OFFICER'S SERVICES WOULD HAVE A MATERIAL ADVERSE EFFECT ON US.



Our success will be largely dependent on the efforts of Peter Klamka, our Chairman, President and Chief Executive Officer, and his ability to forge new relationships with celebrities and to maintain such relationships, as well as to oversee the development and maintenance of our products. Our success will also be highly dependent on Mr. Klamka's ability, as well as the ability of others employed by us, to successful market new products and develop new products. The loss of his services would have a









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material adverse effect on our business and prospects.

We have not entered into an employment agreement with Mr. Klamka and Mr. Klamka has not entered into any agreement restricting his involvement in a business which competes with us. As a result, Mr. Klamka is an employee-at-will and has the right to leave us at any time. Mr. Klamka has informed us that he intends to devote a substantial portion of his working time to our business and that he also intends to devote a portion of his time to other business interests that do not compete with our business. In addition, Mr. Klamka is not restricted from entering into a competing business after the term of his employment with us; provided, however, that he would not be permitted to use proprietary information and trade secrets belonging to us. Our success will also be dependent upon our ability to hire and retain marketing, financial and other personnel. Competition for qualified personnel is intense and there can be no assurance that we will be able to hire or retain additional qualified personnel. The loss of our Chief Executive Officers service would have a material adverse effect on us .



EMPLOYEES



As of December 31, 2005, we had a total of Two full-time employees. None of our employees is covered by a collective bargaining agreement.





ITEM 2. DESCRIPTION OF PROPERTY.



We currently maintain our executive offices, consisting of  an executive office suite at 244 Fifth Avenue , Suite P203 in New York, New York . The monthly rent is variable based on usage and is renewable annually.



ITEM 3. LEGAL PROCEEDINGS.



The company is party to legal proceedings from time to time. None of the legal proceedings in managements opinion would have an adverse material impact on the company.

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.

Legend  Studios,  Inc. vs. Quorum Radio  Partners,  Inc.,  Quorum Radio Partners of Virginia, Inc. and Quorum Communications, Inc.



Legend Studios lawsuit arises from defendants' breach of the parties' Asset Purchase  Agreement and Time Brokerage  Agreement that govern the sale,  programming,  operations  and revenues of certain radio stations (KELE-AM,  KELE-FM, WIQO, WKEY and WKCI). Quorum has filed for bankruptcy which has stayed our lawsuit





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



None.



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.



MARKET INFORMATION



Our common stock is traded on NASD Electronic Bulletin Board under the symbol LGMB. Prior to July 5, 2002, it traded under the symbol PTMN. The following table sets forth the range of high and low bid quotations for each of the prior eight (8)









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fiscal quarters. The quotations represent inter-dealer quotations without adjustment for retail mark-ups, mark-downs or commissions and may not represent actual transactions.



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|FISCAL QUARTER ENDING                      HIGH BID          LOW BID

March 31, 2004.......................       $   0.40         $   0.21
June 30, 2004........................       $   0.34         $   0.15
September 30, 2004...................       $   0.28         $   0.10
December 31, 2004....................       $   0.28         $   0.09

March 31, 2005.......................       $   0.15         $   0.04
June 30, 2005........................       $   0.12         $   0.05
September 30, 2005...................       $   0.06         $   0.03
December 31, 2005....................       $   0.03         $   0.02





On March 31, 2006, the closing bid price for the common stock on the OTC Bulletin Board was $0.06



HOLDERS



As of March 31, 2006there were 137 record holders of our common stock. This does not include shares held in street names.



DIVIDENDS



Since our inception, no cash dividends have been declared on our common stock.



SALES OF UNREGISTERED SECURITIES



NONE



ITEM 6. 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, 2005 elsewhere in this 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 subsidiary Legend Credit, Inc. (which we own 50%), 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









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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.



Since our inception, we have incurred net losses of $18,695,603  and at December 31, 2005 current liabilities exceeded current assets by $3,137,175. 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 the Apprentince card through Legend Credit, Inc.



On December 29, 2000, we entered into a three-year license agreement with Michael Jordan, the National Basketball Association player, granting us the right to use Mr. Jordan's name, likeness and image in connection with the proposed advertisement, promotion and sale of certain branded Palm Inc. products, including the Palm Pilot series. In addition to the standard features of Palm products, we planned that the Michael Jordan edition include branding, identification and software applications that will appeal to the market segment associated with Mr. Jordan. On June 27, 2002, we entered into a settlement agreement with Michael Jordan pursuant to the aforementioned three year agreement. The settlement calls for us to pay Mr. Jordan $468,750, discontinue making any reference to Jordan's name, image, likeness and endorsement, and returning any products associated with Mr. Jordan's name. As a result of this settlement agreement, we have recognized a gain of $111,662 which was included in selling, general and administrative expenses in the statement of operations for the year ended December 31, 2002. This gain resulted by removing the remaining license fee payable of $625,000, offset by the $468,750 accrual to settle the agreement and the return of $44,588 in inventory. The amount due to Mr. Jordan was to be paid $234,375 in October 2002 and the remaining $234,375 in January 2003. We have not made the payment due in October 2002 or the payment due in January 2003. Since we are in default on the amounts due to Mr. Jordan, we have accrued interest in accordance with the terms of the contract.



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.



On September 9, 2004, Legend Credit launched the Hello Kitty Debit MasterCard card . We have a 50% interest in Legend Credit, Inc., which is accounted for using the equity method. During the second quarter of 2003, Mr. Peter Klamka, our CEO and 50% owner of Legend Credit, contribute 10% of his ownership interest in Legend Credit to us which brought 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 this Annual Report on Form l0-KSB for the year ended December 31, 2004.



Results of Operations



Year ended December 31, 2005 vs. December 31, 2004



Revenue for the year ended December 31, 2005 decreased by $ 16,212 or 91 % from $18,208 for the year ended December 31, 2004 to $1,996 for the year ended December 31, 2005. Revenue for the year ended December 31, 2004 was principally from sale of faceplates for cellular phones .Revenue for the year ended December 31, 2005 was from sales of the Hello Kitty Debit card .



Cost of revenue for the year ended December 31, 2005 stayed the same  from $0 for the year ended December 31, 2004 to $0 for the year ended December 31, 2005. This  is a direct result of the decrease in revenue. Cost of revenue as a percentage of revenue was 0% and 0% for the year ended December 31, 2005 and 2004, respectively. The faceplates have a much higher gross margin than did the Michael Jordan edition of the Palm.











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Product development costs for the year ended December 31, 2005 stayed the same  From  $0 from $0 for the year ended December 31, 2004 to $0 for the year ended December 31, 2005. We did not have any money to spend on product development during the year ended December 31, 2005.



Selling, general and administrative expenses for the year ended December 31, 2005 decreased by $794,066 or 65% from $1,271,177 for the year ended December 31, 2004 to $477,111  for the year ended December 31, 2005. A majority of selling, general and administrative expenses in 2005 are related to professional and consulting fees paid with shares of our common stock.



Interest expense and financing costs for the year ended December 31, 2005 increased by $85,048 or 46% from $182,268 for the year ended December 31, 2004 to $267,316 for the year ended December 31, 2005. The difference is principally due to interest on notes payable





Equity loss in Legend Credit, Inc. was $0 for the year ended December 31, 2005. We own a 50% interest in Legend Credit, who started selling Hilary Duff Visa gift card in October 2003, and the Hello Kitty Debit MasterCard in September 2004. We account for Legend Credit using the equity method and have recorded 50% of Legend Credits loss in our consolidated statements of operations.



LIQUIDITY AND CAPITAL RESOURCES



In 2005, we raised $523 from the sale of our common stock .



We have incurred net losses since our inception of $18,695,603. 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 7. FINANCIAL STATEMENTS.



See pages beginning with page F-1.



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



None



ITEM 8A. 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 principal executive officer, who is also our principal financial officer. Based on this evaluation, we 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 III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.



DIRECTORS AND EXECUTIVE OFFICERS



Our executive officers and directors are:









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|NAME                 AGE     POSITION
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Peter Klamka          37     Chairman of the Board, CEO, President,
Treasurer & Secretary





The business experience, principal occupations and employment, as well as the periods of service, of our sole director and executive officer during the last five years are set forth below.



Peter Klamka has been our Chairman of the Board and Chief Executive Officer since our inception in May 1997. In 1994, Mr. Klamka founded Wilshire Fragrance, a company that developed and marketed men's fragrance products. Mr. Klamka was the chief executive officer of Wilshire Fragrance from 1994 through 1996. In connection with his fragrance business, in 1996, Mr. Klamka developed, what he believes to have been one of the first authorized celebrity web sites, featuring Anna Nicole Smith promoting fragrances for Wilshire Fragrance. Mr. Klamka continued working on this web site until early 1997. Mr. Klamka received his Bachelor of Arts degree from the University of Michigan. Peter is also a Director and CEO of GiraSolar Inc. and sits on the board of directors for Phoenix Interests Inc.





EMPLOYMENT AND CONSULTING AGREEMENTS



We have no employment or other written agreement with Peter Klamka, our President and Chief Executive Officer. Mr. Klamka has an oral agreement with the Company to receive a base salary of $175,000 per year and such other compensation as the Board of Directors shall designate. The Company believes that Mr. Klamka will continue to waive a portion of the base salary for the foreseeable future, although no assurance thereof can be given.



Mr. Klamka is involved in other business ventures, including the ownership and management other private businesses.



We have no employment or other written agreement with Mr. Klamka.





CODE OF ETHICS



We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company. We expect to adopt a code by the end of the current fiscal year.





SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.



Based solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal year ended December 31, 2003, there was compliance with all

Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners.



ITEM 10. EXECUTIVE COMPENSATION.



The following table sets forth information the remuneration of our chief executive officer:



|                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------
|SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------
NAME AND









---

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PRINCIPAL
POSITION                    ANNUAL COMPENSATION                       LONG TERM COMPENSATION
------------------ ----------------------------------------------- --------------------------------------
AWARDS             PAYOUTS
------------------------- ------------
OTHER      RESTRICTED   SECURITIES
ANNUAL       STOCK      UNDERLYING      LTIP        ALL OTHER
FISCAL                            COMPENSATION   AWARD(S)     OPTIONS/      PAYOUTS    COMPENSATION
YEAR    SALARY ($)    BONUS ($)       ($)          ($)       SARS (#)        ($)           ($)
------------------ -------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
Peter Klamka, CEO   2005     $175,000 (1)    -0-          -0-          -0-          -0-        -0-          -0-
2004     $175,000 (2)    -0-          -0-          -0-          -0-        -0-          -0-
------------------ -------- ------------ ------------ ------------ ------------ ------------ ------------ ------------





(1) In 2004 and 2005, Mr. Klamka was not paid any of his salary, the total $175,000 has been accrued



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|OPTION/SAR GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------------------------

INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES      PERCENT OF TOTAL
UNDERLYING         OPTIONS/SARS GRANTED
OPTIONS/SARS GRANTED      TO EMPLOYEES IN         EXERCISE OR BASE
NAME                      (#)                 FISCAL YEAR             PRICE ($/SH)        EXPIRATION DATE
--------------------------- ----------------------- ----------------------- ----------------------- ------------------
Peter Klamka                -0-                       0%                    $
--------------------------- ----------------------- ----------------------- ----------------------- ------------------



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
------------------------ ---------------------- ---------------------- ----------------------- -----------------------
NUMBER OF SECURITIES
UNDERLYING         VALUE OF UNEXERCISED
UNEXERCISED             IN-THE-MONEY
OPTIONS/SARS AT         OPTIONS/SARS AT
FISCAL YEAR END (#)     FISCAL YEAR END ($)
----------------------- -----------------------
SHARES ACQUIRED ON                                  EXERCISABLE/            EXERCISABLE/
NAME                 EXERCISE (#)          VALUE REALIZED ($)         UNEXERCISABLE           UNEXERCISABLE
------------------------ ---------------------- ---------------------- ----------------------- -----------------------
Peter Klamka                 -0-                    -0-               1,240,500/-0-            260,505/-0-
------------------------ ---------------------- ---------------------- ----------------------- -----------------------





COMPENSATION OF DIRECTORS



Directors do not receive compensation but are reimbursed for their expenses for each meeting of the board that they attend.







STOCK OPTION PLANS



The Company adopted the 1998 Stock Option Plan and the Year 2000 Stock Option Plan (the Plans), which provides for the grant of options to purchase up to 1,250,000 shares of the Company's common stock. Under these Plans incentive stock options may be granted to employees and non-statutory stock options may be granted to employees and non-employees. During the year ended December 31, 2003, 515,500 options were granted under this plan.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.



The following table sets forth certain information regarding our Common Stock beneficially owned on March 31, 2006 (i) each









---

person who is known by us to own beneficially or exercise voting or dispositive control over 5% or more of our Common Stock, (ii) each Director and (iii) all executive officers and Directors as a group. Except as otherwise indicated, all stockholders have sole voting and investment power with respect to the shares listed as beneficially owned by them, subject to the rights of spouses under applicable community property laws.



Number  of  Shares                                                                 Percentage  of

Name  and  Address     Beneficially  Owned               Class                                             Class(1)

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



Peter  Klamka                  850,000                               Series  B  preferred  stock(2)            100%

147,775                               Series  C  preferred  stock(3)            100%

1,240,500(4)                          Common                                             6.6%





(1)  Figures based on an estimated 18,577,079shares of common stock outstanding as of December 31, 2005.



(2)  Series B preferred stock is entitled to 10 votes per share.



(3)  Series C preferred stock is entitled to 100 votes per share.



(4)  Includes 1,125,000 currently exercisable options to purchase 1,125,000,000 shares of the Company's common stock, and 115,500 currently exercisable warrants to purchase 115,500 shares of the Company's common stock. The number of common shares beneficially owned does not included 1,884,174  shares transferred by Mr. Klamka to a limited liability company owned and controlled by members of Mr. Klamka's family.











EQUITY COMPENSATION PLANS



As of December 31, 2005, our equity compensation plans were as follows:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|------------------------------- ---------------------------- ---------------------------- ----------------------------
NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE
ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         NUMBER OF SECURITIES
OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND       REMAINING AVAILABLE FOR
PLAN CATEGORY               WARRANTS AND RIGHTS                RIGHTS                   FUTURE ISSUANCE
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans
approved by security holders             1,150,000                      $0.10                        None
------------------------------- ---------------------------- ---------------------------- ----------------------------

Equity compensation plans not
approved by security holders               None                          N/A                         None
------------------------------- ---------------------------- ---------------------------- ----------------------------

Total                                    1,150,000                      $0.10                        None
------------------------------- ---------------------------- ---------------------------- ----------------------------





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



In June 1997, Mr. Klamka, the Company's Chief Executive Officer, purchased 2,117,008 shares of our Common Stock for an aggregate purchase price, paid by delivery of a promissory note of $2,117.01. In June 1997 Chris Giordano, the Company's former Chief Operating Officer, purchased 540,340 shares of our Common Stock for an aggregate purchase price, paid by delivery of a promissory note, of $540.34. In June 1997 Michael Giordano, the brother of Mr. Chris Giordano, purchased 300,000 shares of our Common Stock for an aggregate purchase price, paid by delivery of a promissory note, of $300.00. All three promissory notes have been paid in full. Messrs. Klamka, Chris Giordano and Michael Giordano are each deemed to be founders and promoters of the Company.











---

In April 1998, Mr. Klamka provided the Company with a revolving credit line with a maximum of $500,000 available. In September 1998, the Board of Directors of the Company authorized an increase in this line to $610,000, and in November and December 1998, further increases to $1,000,000 were authorized. Loans drawn on the credit line bear interest at a rate of 9% per annum from the date they are made and are payable by May 2001. Monies loaned were used to make certain payments to Niki Taylor's company, to provide a payment required under the Calendar Agreement with Claudia Schiffer, and for working capital. In January 2000 the then current balance of $548,500 owed to Mr. Klamka was converted into 110,000 shares of Common Stock.









ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.



(a) Exhibits to this Form 10-KSB:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|REGULATION                                                   EXHIBIT
S-B NUMBER
------------------- --------------------------------------------------------------------------------------------------
3.1
Certificate of Incorporation of PTN Media, Inc. dated as of January 13, 1998 (1)
----------------------------------------------------------------------------------------------------------------------
3.2
Certificate Of Designations Of  Class A Convertible Preferred Stock
3.3
Certificate  Of Decrees of Class A Convertible Preferred Stock
3.4
Certificate Of Designations Of  C Convertible Preferred Stock


------------------- --------------------------------------------------------------------------------------------------
3.5          By-Laws of PTN Media, Inc. (1)
------------------- --------------------------------------------------------------------------------------------------
4.2          PTN Media, Inc. 2000 Stock Option Plan (2)
------------------- --------------------------------------------------------------------------------------------------
10.1         Amendment to Palm, Inc. and PTN Media, Inc. Agreement of October 5, 2000 (3)
------------------- --------------------------------------------------------------------------------------------------
10.2         License Agreement dated February 19, 2001 between 3 Wishes Production f/s/o Christina Aguilera
and PTN Media, Inc. (3)
------------------- --------------------------------------------------------------------------------------------------
10.3         General Agreement dated July 28, 2000, between PTN Media, Inc. and NeoHand, Inc. (4)
------------------- --------------------------------------------------------------------------------------------------
10.4         Partnering Agreement dated October 27, 2000, between PTN Media, Inc. and TWEC.com, LLC (4)
------------------- --------------------------------------------------------------------------------------------------
10.5         Palm, Inc. OEM Partner Agreement dated October 5, 200, between PTN Media, Inc. and Palm, Inc. (4)
------------------- --------------------------------------------------------------------------------------------------
10.6         Merchant and Partner Network Agreement dated May 8, 2000, between PTN Media, Inc.
and Dynamic Trade Inc. (4)
------------------- --------------------------------------------------------------------------------------------------
10.7         License Agreement dated January 4, 2001 between PTN Media, Inc. and Michael Jordan (5)
------------------- --------------------------------------------------------------------------------------------------
10.8         License Supply and Distributor Agreement between PTN Media, Inc. and Motorola, Inc. dated
February 25, 2002 (6)
------------------- --------------------------------------------------------------------------------------------------
10.9         License Amendment between PTN Media, Inc. and Christina Aguilera (6)
------------------- --------------------------------------------------------------------------------------------------
21.1         List of Legend Mobile Subsidiaries (7)
------------------- --------------------------------------------------------------------------------------------------
------------------- --------------------------------------------------------------------------------------------------
31.1         Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer (7)
------------------- --------------------------------------------------------------------------------------------------
32.1         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer (7)
------------------- --------------------------------------------------------------------------------------------------
41.1 Consent of Independent Certified Public Accountants (7)









---



|
|
|
|





(1) Incorporated by reference from the Company's Registration Statement on Form SB-2 (File #333-51933).



(2) Incorporated by reference from the Company's Definitive Proxy Statement filed on July 24, 2000.



(3) Incorporated by reference from the Company's Form 10-KSB for the fiscal year ended December 31, 2000.



(4) Incorporated by reference from the Company's Registration Statement on Form S-3 filed on December 11, 2000.



(5) Incorporated by reference from the Company's Form 8-K filed January 9, 2001.



(6) Incorporated by reference from the Company's Form 10-KSB filed April 16, 2002



(7) Filed herewith.



(b) Reports on Form 8-K



None







ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



AUDIT FEES



For the audited fiscal years ended December 31, 2005 and 2004, our principal accountants have billed approximately $45,000 and approximately $40,000, respectively, for the audit of our annual financial statements and Form 10-KSB and review of financial statements included in our Form 10-QSB filings.



AUDIT-RELATED FEES



There were no fees billed for services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under "Audit Fees" for fiscal years 2005 and 2004.



TAX FEES



There were no fees billed for the fiscal years ended December 31, 2005 and 2004, for tax compliance, tax advice, and tax planning services.



ALL OTHER FEES



There were no fees billed for services by our principal accountant, other than those disclosed above.



PRE-APPROVAL POLICIES AND PROCEDURES



Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed.







SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



LEGEND MOBILE, INC.









---



|                                                                                                                                                                             
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:   May 17, 2006            By:      /s/ Peter Klamka
------------------------------------------
Peter Klamka, Chairman, President,
Secretary and Chief Executive Officer





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SIGNATURE                    TITLE                       DATE
---------                    -----                       ----

Chairman, President,
Secretary and
Chief Executive Officer
/s/ Peter Klamka                (Principal Executive
----------------------------    and Accounting Officer)         May 17, 2006
Peter Klamka















---

























































Legend Mobile, Inc. and Subsidiaries

Consolidated Financial Statements

Years Ended December 31, 2005 and 2004



















Contents



Page



Report of Independent Registered Public Accounting Firm

F-1



Financial Statements:



Consolidated Balance Sheet as of December 31, 2005 and 2004

F-2



Consolidated Statements of Operations for the years ended December 31, 2005 and 2004

F-3



Consolidated Statement of Stockholders' Deficit for the years ended

December 31, 2005 and 2004

F-4



Consolidated Statements of Cash Flows for the years ended December 31, 2005 and 2004

F-5 - F-6



Notes to Consolidated Financial Statements

F-7













---



E. Randall Gruber, CPA, PC

Certified Public Accountant                                           Telephone (636)561-5639

400 Lake Saint Louis Boulevard                                              Fax (636)561-0735

Lake Saint Louis, Missouri  63367





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders 
Legend Mobile, Inc.

I have audited the accompanying consolidated balance sheets of Legend Mobile, Inc. and subsidiaries as of December 31, 2005 and 2004 and the related consolidated  statements of operations, stockholders' deficit and cash flows for the years ended December 31, 2005 and 2004. These consolidated financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these consolidated financial statements based on my audits.

I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Legend Mobile, Inc. and subsidiaries as of December 31, 2005 and the results of its consolidated  operations and its consolidated cash flows for the years ended December 31, 2005 and 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has incurred significant net losses since its inception, has no current source of material revenue and has a working capital deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty,

E. Randall Gruber, CPA, PC

St. Louis, Missouri 
May 15, 2006



Member:  American Institute of Certified Public Accountants

Registered:  Public Company Accounting Oversight Board (PCAOB)











---



|                                     |                                |       |                |                    |                 |     
|------------------------------------ | ------------------------------ | ----- | -------------- | ------------------ | --------------- | ----
|Legend Mobile, Inc. and Subsidiaries
|CONSOLIDATED BALANCE SHEET          
|As At December 31,                  
|                                     |                               
|ASSETS                               |                               
|                                     |                                |       |                |                    | 2005            | 2004
|CURRENT ASSETS:                      |                                |       |                |                   
|                                     | Cash                           |       |                | $                1 | $         1,518
|                                     |                                |       |                |                    |                 |     
|TOTAL CURRENT ASSETS                 |                                | 1     | 1,518         
|                                     |                                |       |                |                    |                 |     
|FIXED ASSETS - at cost               |                                |       |               
|                                     | Computer and office equipment  |       | 52,930         | 52,930            
|                                     | Less: Accumulated depreciation |       | (51,159)       | (50,491)          
|                                     |                                |       |                |                    |                 |     
|NET FIXED ASSETS                     |                                | 1,771 | 2,439         
|                                     |                                |       |                |                    |                 |     
|GOODWILL                             |                                |       | 48,188         | 48,188            
|                                     |                                |       |                |                    |                 |     
|TOTAL ASSETS                         |                                |       | $       49,960 | $       52,145    
|                                     |                                |       |                |                    |                 |     

















































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











---



|                                      |                                                                |                                                                      |               |               |         |     
|------------------------------------- | -------------------------------------------------------------- | -------------------------------------------------------------------- | ------------- | ------------- | ------- | ----
|Legend Mobile, Inc. and Subsidiaries 
|CONSOLIDATED BALANCE SHEET           
|As At December 31,                   
|                                      |                                                               
|                                      |                                                               
|                                      |                                                                |                                                                      |               |               | 2005    | 2004
|                                      |                                                                |                                                                      |               |               |         |     
|LIABILITIES AND STOCKHOLDERS' DEFICIT |                                                               
|                                      |                                                                |                                                                      |               |               |         |     
|CURRENT LIABILITIES:                  |                                                                |                                                                      |              
|                                      | Accounts payable                                               |                                                                      | $     224,635 | $     181,636
|                                      | Accrued expenses                                               |                                                                      | 1,176,910     | 1,014,517    
|                                      | Accrued interest                                               |                                                                      | 497,009       | 294,233      
|                                      | License fees payable                                           |                                                                      | 200,000       | 200,000      
|                                      | Due to related parties                                         |                                                                      | 59,526        | -            
|                                      | Advances from an officer                                       |                                                                      | 44,350        | 19,163       
|                                      | Notes payable                                                  |                                                                      |               | 676,250       | 676,250
|                                      | Note payable - officer                                         |                                                                      | 288,496       | 291,000      
|                                      |                                                                |                                                                      |               |               |         |     
|TOTAL CURRENT LIABILITIES             |                                                                | 3,167,176                                                            | 2,676,799    
|                                      |                                                                |                                                                      |               |               |         |     
|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            | 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         | 8,500        
|                                      | Series C Convertible Preferred Stock, $0.01 par value; 147,775 |                                                                      |              
|                                      |                                                                | shares authorized; 147,775 shares issued and outstanding             | 1,478         | 1,478        
|                                      | Common stock; $0.01 par value; 75,000,000 shares               |                                                                      |              
|                                      |                                                                | authorized;20,298,021( December 31, 2004 - 16,513,721) shares issued | 20,298        | 16,513       
|                                      |                                                                | and outstanding                                                      |               |               |        
|                                      | Additional paid-in capital                                     |                                                                      | 15,704,389    | 15,458,305   
|                                      | Stock subscription receivable                                  |                                                                      | (156,300)     | (156,300)    
|                                      | Accumulated deficit                                            |                                                                      | (18,695,603)  | (17,953,172) 
|                                      |                                                                |                                                                      |               |               |         |     
|TOTAL STOCKHOLDERS' DEFICIT           | (3,117,216)                                                    |                                                                     
|$       49,960                        |                                                               
|                                      |                                                               







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











---



|                                       |  |  |                |               
|-------------------------------------- |  |  | -------------- | --------------
|LEGEND MOBILE, INC. AND SUBSIDIARIES   |  |  |                |               
|CONSOLIDATED STATEMENT OF OPERATIONS   |  |  |                |               
|                                       |  |  |                |               
|                                       |  |  | YEAR ENDED    
|                                       |  |  | DECEMBER       | DECEMBER      
|                                       |  |  | 31, 2005       | 31, 2004      
|                                       |  |  |                |               
|                                       |  |  |                |               
|                                       |  |  |                |               
|REVENUE                                |  |  | $        1,996 | $      18,208 
|                                       |  |  |                |               
|COST OF REVENUE                        |  |  | -              | -             
|                                       |  |  |                |               
|GROSS PROFIT                           |  |  | 1,996          | 18,208        
|                                       |  |  |                |               
|EXPENSES:                              |  |  |                |               
|Selling, general and administrative    |  |  | 477,111        | 1,271,177     
|Product development                    |  |  | -              | -             
|                                       |  |  |                |               
|TOTAL EXPENSES                         |  |  | 477,111        | 1,271,177     
|                                       |  |  |                |               
|LOSS FROM OPERATIONS                   |  |  | (475,115)      | (1,252,969)   
|                                       |  |  |                |               
|OTHER INCOME (EXPENSE):                |  |  |                |               
|Interest expense and financing costs   |  |  | (267,316)      | (182,268)     
|Equity loss in Legend Credit, Inc.     |  |  | -              | (36,458)      
|Other income (expense), net            |  |  | -              | 112,500       
|                                       |  |  |                |               
|TOTAL OTHER INCOME (EXPENSE)           |  |  | (267,316)      | (106,226)     
|                                       |  |  |                |               
|LOSS BEFORE PROVISION FOR INCOME TAXES |  |  | (742,431)      | (1,359,195)   
|                                       |  |  |                |               
|PROVISION FOR INCOME TAXES             |  |  | -              | -             
|                                       |  |  |                |               
|NET LOSS                               |  |  | $  (742,431)   | $ (1,359,195) 
|                                       |  |  |                |               
|BASIC AND DILUTED LOSS PER             |  |  |                |               
|COMMON SHARE                           |  |  | $       (0.04) | $       (0.09)
|                                       |  |  |                |               
|WEIGHTED AVERAGE NUMBER OF             |  |  |                |               
|COMMON SHARES OUTSTANDING -            |  |  |                |               
|BASIC AND DILUTED                      |  |  | 19,449,984     | 15,567,472    
|                                       |  |  |                |               





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











---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
| | LEGEND MOBILE, INC. AND SUBSIDIARIES





CONSOLIDATED  STATEMENT OF STOCKHOLDERS' DEFICIT


FROM DECEMBER 31, 2004 TO DECEMBER 31, 2005
















Preferred Stock






Series A
Series B




Shares
Amount
Shares
Amount
Shares
Amount




















Balance, December 31, 2004
2,225
$        22
850,000
$      8,500
$      147,775
$         1,478



Shares issued in payment of professional







-
-
-
-
-
-


Shares issued for cash
-
-
-
-
-
-


Fair value of warrants issued








as penalty
-
-
-
-
-
-


Net Loss
-
-
-
-
-
-











Balance - December 31, 2005
2,225
$             22
850,000
$      8,500
147,775
$         1,478














Additional






Common Stock
Paid-In
Shareholder
Accumulated




Shares
Amount
Capital
Receivable
Deficit
Total











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











Shares issued in payment of








professional services
1,700,000
1,700
160,300
-
-
162,000


Shares issued for cash
834,300
835
14,011
-
-
14,846


Shares issued for services rendered
1,250,000
1,250
71,250
-
-
72,500


Fair value of warrants issued
-
-
-
-
-
-


as penalty
-
-
523
-
-
523


Net Loss
-
-
-
-
(742,431)
(742,431)











Balance - December 31, 2005
20,298,021
$      20,298
$ 15,704,389
$ (156,300)
$ (18,695,603)
$ (3,117,216) |  |  |  |  |  |  | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 











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











---



|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|----------------------------------------- | -------------------------------------------- | ----------------------------- | ----------------------------------------------------- | -------- | --------- | -------- | -------------- | ------------- | ------ | ---------- | -------- | 
|Legend Mobile, Inc. and Subsidiaries     
|CONSOLIDATED  STATEMENT OF CASH FLOWS    
|                                         
|                                          |                                              |                               |                                                       |          |           |          |                |               |        | YEAR ENDED
|                                          |                                              |                               |                                                       |          |           |          |                |               |        | DECEMBER   | DECEMBER | 
|                                          |                                              |                               |                                                       |          |           |          |                |               |        | 31, 2005   | 31, 2004 | 
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|CASH FLOWS FROM OPERATING ACTIVITIES:     |                                              |                               |                                                       |          |          
|                                          | Net loss                                     |                               |                                                       |          |           |          | $    (742,431) | $ (1,359,195) |       
|                                          | Adjustment to reconcile net loss to net cash |                               |                                                       |          |           |          |               
|                                          |                                              | used in operating activities: |                                                       |          |           |          |                |               |       
|                                          |                                              |                               | Depreciation                                          |          |           |          |                |               | 667    | 2,361      |         
|                                          |                                              |                               | Issuance of common stock for services                 |          |           |          | 234,500        | 980,800       |       
|                                          |                                              |                               | Issuance of warrants for services/financing costs     |          |           | 523      | 7,443          |              
|                                          |                                              |                               | Income(expense) for repricing of options and warrants |          |           | -        | (112,500)      |              
|                                          |                                              |                               | Write down of prepaid operating agreement             |          |           | -        | 37,500         |              
|                                          |                                              |                               | Equity loss in Legend Credit, Inc.                    |          |           |          | -              | 36,458        |       
|                                          | Changes in operating assets and liabilities: |                               |                                                       |          |           |          |               
|                                          |                                              | Accounts receivable           |                                                       |          |           |          | -              | 13,748        |       
|                                          |                                              | Deposits and prepaid expenses |                                                       |          |           | -        | 12,500         |              
|                                          |                                              | Accounts payable              |                                                       |          |           |          | 42,999         | 6,369         |       
|                                          |                                              | Accrued expenses              |                                                       |          |           |          | 87,393         | 207,810       |       
|                                          |                                              | Accrued salary                |                                                       |          |           |          |                | 75,000        | -      |           
|                                          |                                              | Accrued interest              |                                                       |          |           |          |                | 202,776       | 94,278 |           
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|Net cash used in operating activities     |                                              |                               |                                                       | (98,573) | (72,428)  |         
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|CASH FLOWS FROM INVESTING ACTIVITIES:     |                                              |                               |                                                       |          |          
|                                          | Payment from operating agreement             |                               |                                                       |          | -         | (50,000) |               
|                                          | Advances to related parties                  |                               |                                                       |          |           | (2,504)  | (89,136)       |              
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|Net cash provided by financing activities |                                              |                               |                                                       | (2,504)  | (139,136) |         
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|CASH FLOWS FROM FINANCING ACTIVITIES:     |                                              |                               |                                                       |          |          
|                                          | Advances from related parties                |                               |                                                       |          |           | 59,526   | -              |              
|                                          | Advances from an officer                     |                               |                                                       |          |           | 25,188   | 269,687        |              
|                                          | Proceeds from the sale of common stock       |                               |                                                       |          | 14,846    | -        |               
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|Net cash provided by financing activities |                                              |                               |                                                       | 99,560   | 269,687   |         
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|INCREASE (DECREASE) IN CASH               |                                              |                               |                                                       | (1,517)  | 58,123    |         
|                                          |                                              |                               |                                                       |          |           |          |                |               |        |            |          | 
|NET CASH USED IN DISCONTINUED OPERATIONS  |                                              |                               | -                                                     | (57,264) |          









---



|                                                    |                   |  |  |  |                     |                  |         |         |  |  |  | 
|--------------------------------------------------- | ----------------- |  |  |  | ------------------- | ---------------- | ------- | ------- |  |  |  | 
|                                                    |                   |  |  |  |                     |                  |         |         |  |  |  | 
|CASH, Beginning of period                           |                   |  |  |  | 1,518               | 659              |        
|                                                    |                   |  |  |  |                     |                  |         |         |  |  |  | 
|CASH, End of period                                 |                   |  |  |  | $                 1 | $          1,518 |        
|                                                    |                   |  |  |  |                     |                  |         |         |  |  |  | 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: |                  
|                                                    |                   |  |  |  |                     |                  |         |         |  |  |  | 
|                                                    | Interest paid     |  |  |  |                     |                  | 267,316 | 182,268 | 
|                                                    | Income taxes paid |  |  |  |                     |                  | -       | -       | 















































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









---

LEGEND MOBILE, INC. and SUBSIDIARIES

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005



Note 1 - Organization and Significant Accounting Policies



Organization and Lines of Business

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



Legend Mobile,  Inc.,  formerly,  PTN Media, Inc. (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.  The  Company's  Hello  Kitty Debit MasterCard  card  generate  revenue by charging  cardholders a suite of fees including an initial  processing fee of up to $14.95,  a per month fee of up to  $2.95  and  an ATM  withdrawal  fee of up to  $1.50.  The Company  derives  limited  revenues  from the sale of covers for mobile phones.  The Company's  suppliers require it to purchase these products and resell them to  consumers  and  wholesalers.  The  Company  created products  under its licenses from athletes,  entertainers,  and popular trademarks.  The Company  also sells a  NASCAR-themed,  SMS-based  text messaging service called "Racemobile.com".  The Company also is seeking to sell mobile application software either via over-the-air download or bundled with a particular mobile phone.  These applications may be sold as a subscription or as a single download. The Company has entered into an  agreement  with the  American  Society of  Composers,  Authors  and Publishers  ("ASCAP") for the licensing of ring tones 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,  "Non monetary 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).



In July 1999,  the  Company  formed,  Legend  Studios,  Inc.  (formerly FragranceDirect.com,   Inc.)  ("Legend  Studios"),   a  majority  owned subsidiaries.  Through this entity, the Company sold fragrance products over the Internet.  On June 28, 2004,  the Company,  through its Legend Studios  subsidiary,  entered  into a  definitive  agreement  to  begin operating seven radio stations owned by Quorum Radio Partners, Inc. and Quorum  Radio  Partners  of  Virginia,  Inc.  Under  the  terms  of the agreement,  Legend Studios will operate for a 12-month term,  beginning July 1, 2004,  seven  stations  located in Virginia,  West Virginia and Missouri.  Legend  Studios paid  $50,000  pursuant to the terms of this agreement to operate the ratio stations  which is being  amortized over for a 12-month  period.  In the 4th quarter of 2004, the Company claims that the  owners of the radio  stations  failed to honor the  operating agreement  by  failing  to allow  the  Company  to  control  the  radio stations. As a result, the Company has expensed the unamortized portion of  the  $50,000  payment  pursuant  to  the  operating  agreement  and discontinued the recognition of revenue since the Company was no longer able to control the radio operations. (See Note 11).



Basis of Presentation

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



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 year ended December  31, 2005 of  $742,431  and at  December  31,  2005,  had an accumulated  deficit of $18,695,603  and a working  capital  deficit of $3,167,175. In addition, the Company generates minimal revenue from its operations and is in default on the payment of notes 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.



Principles of Consolidation

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



The accompanying consolidated financial statements include the accounts of the Company and its 91%-owned subsidiary, Legend Studios and its 50% owned subsidiary, Legend Credit.



Stock Based Compensation

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



SFAS No. 123,  "Accounting for Stock-Based  Compensation,"  establishes and encourages the use of the fair value based method of accounting for stock-based compensation  arrangements under which compensation cost is determined using the fair value of stock-based  compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered.  The statement also permits companies to elect to continue using the current  intrinsic value accounting  method specified  in  Accounting  Principles  Board  ("APB")  Opinion  No. 25, "Accounting  for Stock Issued to Employees," to account for stock-based compensation.  The Company has elected to use the intrinsic value based method and has  disclosed  the pro forma effect of using the fair value based  method to account  for its  stock-based  compensation  issued to employees. For options granted to employees where the exercise price is less than the fair value of the stock at the date of grant, the Company recognizes an expense in accordance with APB 25. For non-employee stock based compensation the Company recognizes an expense in accordance with SFAS No. 123 and values the equity  securities  based on the fair value of the security on the date of grant. For stock-based  awards the value is based on the market  value for the stock on the date of grant and if the stock has restrictions as to transferability a discount is provided for lack of  tradability.  Stock  option  awards are  valued  using the Black-Scholes option-pricing model.



If the Company had elected to recognize compensation expense 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 year ended December 31, 2005 and 2004:















---

2005          2004



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

Net loss

As reported



$(742,431)   $(1,416,459)

Compensation recognized under APB 25              -

-

Compensation recognized under SFAS 123          -

-



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

Pro forma

$(742,431)   $(1,416,459)



===========   ===========

Basic and diluted loss per common share:

As reported

$     (0.04)  $     (0.09)

Pro forma

$     (0.04)  $     (0.09)





Use of Estimates

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



The preparation of consolidated financial statements in conformity with accounting  principles  generally  accepted  in the  United  States  of America  requires  management to make  estimates and  assumptions  that affect the reported  amounts of assets and  liabilities and disclosures of contingent  assets and  liabilities at the date of the  consolidated financial  statements and the reported  amounts of revenue and expenses during the reporting periods. As of December 31, 2005, the Company used estimates  in   determining   the  value  of  common  stock  issued  to consultants  for  services.  Actual  results  could  differ  from these estimates.



Fair Value of Financial Instruments

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



For certain of the Company's  financial  instruments,  including  cash, accounts  payable,  accrued  expenses,  accrued  interest,  license fee payable and advances from  officer,  the carrying  amounts  approximate fair value due to their short  maturities.  The amounts shown for notes payable also  approximate fair value because current interest rates and terms  offered to the Company for similar  debt are  substantially  the same.



Cash and Cash Equivalents

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



For purposes of the statements of cash flows,  the Company defines cash equivalents  as all highly  liquid debt  instruments  purchased  with a maturity of three months or less, plus all certificates of deposit.



Concentration of Credit Risk

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











---

Financial  instruments,   which  potentially  subject  the  Company  to concentrations of credit risk,  consist of cash. The Company places its cash with high quality  financial  institutions and at times may exceed the FDIC $100,000  insurance limit. The Company extends credit based on an evaluation of the customer's financial condition,  generally without collateral.  Exposure to losses on receivables is principally dependent on each  customer's  financial  condition.  The  Company  monitors  its exposure for credit losses and  maintains  allowances  for  anticipated losses, as required.



Fixed Assets

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



Fixed  assets are  recorded  at cost.  Depreciation  is  provided  on a straight-line  basis  over  estimated  useful  lives of the  assets  as follows:



Computer equipment        3 years

Furniture and fixtures      5 years



Expenditures  for  maintenance and repairs are charged to operations as incurred  while renewals and  betterments  are  capitalized.  Gains and losses on disposals are included in the results of operations.



Impairment of Long-Lived Assets

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



In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for  Impairment or Disposal of Long-Lived Assets", which supersedes SFAS No. 121,  "Accounting  for the  Impairment  of  Long-Lived  Assets  and for Long-Lived  Assets to Be Disposed Of", and the accounting and reporting provision   of  APB   Opinion   No.   30,"Reporting   the   Results  of Operations-Reporting  the  Effects  of  Disposal  of  a  Segment  of  a Business, and Extraordinary,  Unusual and Infrequently Occurring Events and  Transactions",  for the disposal of a segment of a business.  This statement also amends ARB No. 51, "Consolidated  Financial Statements", to eliminate the exception to consolidation  for a subsidiary for which control is likely to be impaired. SFAS No. 144 requires that long-lived assets  to be  disposed  of by sale,  including  those of  discontinued operations,  be measured at the lower of carrying  amount or fair value less cost to sell,  whether  reported in  continuing  operations  or in discontinued  operations.  SFAS  No.  144  broadens  the  reporting  of discontinued  operations  to include all  components  of an entity with operations  that can be  distinguished  from the rest of the entity and that will be eliminated from the ongoing  operations of the entity in a disposal  transaction.  SFAS No. 144 also establishes a "primary-asset" approach to determine  the cash flow  estimation  period for a group of assets and  liabilities  that  represents  the unit of accounting for a long-lived asset to be held and used. The Company's  adoption effective January  1,  2002  did not  have a  material  impact  to the  Company's financial position or results of operations.









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Intangible Assets

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



Intangible  assets  consist of goodwill  acquired  with the increase in ownership of Legend Credit. In accordance with SFAS No. 142,  "Goodwill and Other Intangible  Assets," the Company evaluates  intangible assets and other long-lived assets for impairment, at least on an annual basis and  whenever  events or changes  in  circumstances  indicate  that the carrying  value may not be recoverable  from its estimated  future cash flows.  Recoverability of intangible assets and other long-lived assets is measured by comparing their net book value to the related  projected undiscounted  cash  flows from these  assets,  considering  a number of factors   including   past   operating   results,   budgets,   economic projections,  market trends and product  development cycles. If the net  book value of the asset  exceeds the related  undiscounted  cash flows, the asset is  considered  impaired,  and a second test is  performed to measure the amount of impairment loss.



Revenue Recognition

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



The  Company  generates  revenue  from the sale of  products on its web sites and through other channels,  the sale of  advertisements on radio stations it operated and service fees from the sale of debit cards. The Company  recognizes revenue for these product sales when the product is shipped to the customer.  The Company recognizes revenue from the radio stations  it  operated  when  advertisements  were  aired.  The Company recognizes service fee revenue from the sale of debit cards at the time the customer is sent the debit card.  Shipping  and handling  costs are recorded as revenue and related costs are charged to cost of sales.



Income Taxes

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



The Company  accounts for income taxes in accordance with SFAS No. 109, "Accounting  for Income  Taxes."  Deferred  taxes are  provided  on the liability  method  whereby  deferred  tax  assets  are  recognized  for deductible  temporary  differences,  and deferred tax  liabilities  are recognized for taxable temporary differences. Temporary differences are the differences  between the reported amounts of assets and liabilities and their tax bases.  Deferred  tax assets are  reduced by a  valuation allowance  when, in the opinion of  management,  it is more likely than not  that  some  portion  or all of the  deferred  tax  assets  will be realized.  Deferred  tax assets and  liabilities  are  adjusted for the effects of changes in tax laws and rates on the date of enactment.









---



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 year  ended December  31,  2005  and  2004  because  the  effect  would  have  been  anti-dilutive:







2005          2004



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



Conversion of Series A 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  14,777,500

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                                            --                --

Warrants issued to officers                                                       231,000       231,000

Warrants issued for services                                                      50,000         50,000

Warrants issued with notes                                                       100,000       100,000

Warrants issued for penalty/interest                                         234,000       234,000

Warrants issued with note conversion                                      300,000       300,000



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



25,387,000  25,387,000



Comprehensive Loss

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



SFAS No. 130, "Reporting Comprehensive Loss," establishes standards for the reporting and display of comprehensive income and its components in the  financial  statements.  For the year ended  December  31, 2005 and 2004,  the  Company  does  not  have  items  that   represented   other comprehensive  income  and,  accordingly,   has  not  included  in  the statement of stockholders' equity the change in comprehensive loss.









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Minority Interest

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



Minority interest represents the minority  shareholders'  proportionate share of the equity of Legend  Studios.  During the year ended December 31, 2000, the Company sold 410,000 or 17% of the common stock of Legend Studios.  Legend Studios,  on a stand-alone  basis, had a shareholders' deficit. As a result, the Company's  investment in Legend Studios had a negative  carrying  value.  The  increase in  capitalization  of Legend Studios  resulting  from the sale of 410,000  shares of common stock to outside investors benefited the Company in that it reduced the negative carrying  value  of  the  Company's   investment  in  Legend   Studios. Accordingly,   the  Company  has   accounted  for  the  change  in  its proportionate  share  of  Legend  Studios'  equity  resulting  from the issuance of stock to outside  investors as an increase in shareholders' equity  and  a  reduction  in  minority   interest   liability  in  the consolidated  financial  statements.  During 2001,  three of the Legend Studios shareholders  exchanged 173,999 shares of Legend Studios common stock for 173,999  shares of the Company's  common stock.  During 2002, one of the Legend Studios shareholders exchanged 1,000 shares of Legend Studios  common stock for 1,000 shares of the  Company's  common stock. The  accompanying  consolidated  financial  statements do not reflect a minority interest  liability as of December 31, 2005 as Legend Studios, on a stand-alone  basis,  had a stockholders'  deficit as of such date. The  accompanying  consolidated  statements of operations for the years ended December 31, 2005 and 2004 do not reflect the minority interest's share of Legend  Studios'  losses for said years as the related accrual would  result  in the  Company's  recordation  of a  minority  interest receivable.



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



Recently Issued Accounting Pronouncements

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



In March 2004, the FASB approved the consensus  reached on the Emerging Issues   Task  Force   (EITF)   Issue  No.   03-1,   "The   Meaning  of Other-Than-Temporary   Impairment   and  Its   Application  to  Certain Investments."  The  objective of this Issue is to provide  guidance for identifying   impaired   investments.   EITF  03-1  also  provides  new disclosure   requirements   for  investments  that  are  deemed  to  be temporarily  impaired.  In September 2004, the FASB issued a FASB Staff Position  (FSP)  EITF  03-1-1  that  delays the  effective  date of the measurement and  recognition  guidance in EITF 03-1 until









---

after further deliberations  by the FASB. The disclosure  requirements  are effective only for annual  periods  ending after June 15,  2004.  The Company has evaluated the impact of the adoption of the disclosure  requirements of EITF 03-1 and does not believe it will have an impact to the  Company's overall combined results of operations or combined financial  position. Once  the  FASB  reaches  a  final  decision  on  the  measurement  and recognition  provisions,  the Company  will  evaluate the impact of the adoption of EITF 03-1.



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





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



In  December  2004,   the  FASB  issued  SFAS  No.153,   "Exchanges  of Non monetary  Assets, an amendment of APB Opinion No. 29, Accounting for Non monetary 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 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.



Note 2 - Fixed Assets

Fixed assets at December 31, 2005 consisted of the following:

Computer equipment              $    49,478

Furniture and fixtures                     3,452

-----------

52,930

Less accumulated depreciation   (51,159)

-----------

Total                              $      1,771

===========

Depreciation expense for the years ended December 31, 2005 and 2003 was $668 and $2,361, respectively.









---



Note 3 - Investment in/Consolidation of Legend Credit, Inc.



On April 1, 2003, the Company's CEO, Mr. Peter Klamka,  contributed the rights to an affinity credit card business at his historical cost basis of  $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 common stock and the Company issued to Mr. Klamka 850,000 shares of Series B convertible  preferred stock that were valued at $22,200 and $14,800, respectively, pro rata based on the percentage of interest  owned.  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).Mr.  Klamka received  147,775 shares of the Company's Series C convertible preferred stock in exchange for this contribution.   Effective   October  1,  2004,   the   Company   began consolidating  the  operations  of  Legend  Credit.



Note 4 - Accrued Expenses



Accrued expenses at December 31, 2005, consist of the following:



Michael Jordan settlement                $    655,908

Accrued salary to officer                        388,920

Accrued legal judgment                           31,000

Other accrued expenses                            68,812



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



$     1,144,640



Note 5 - Notes Payable - Related Party



As of September 30, 2004,  the Company  converted  $291,000 of advances from its CEO, Mr.  Klamka,  into a note payable that bears  interest at 21% per annum and is payable  upon  demand.  As of December  31,  2005, accrued interest related to this note amounted to $76,388.



Note 6 - Notes Payable



In July and August  1997,  the  Company  received  $56,250  through the issuance of 8% promissory  notes and common stock purchase  warrants to acquire Company stock.  The notes and accrued  interest are payable one year from the date of issuance  or the closing of an equity  funding of the Company of a minimum of $500,000, whichever is sooner. In 1999, one of the note  holders  converted  $25,000  of  principal  and  $5,500 of accrued  interest into 6,100 shares of the Company's  common stock. The remainder  of the notes,  which  amounts to  $31,250,  continues  to be outstanding  notwithstanding the fact that









---

payments owed by the Company thereunder are now past due.  Interest  accrued as of December 31, 2005 aggregated to $18,500.



In July and August of 1999, the Company's Subsidiaries,  Legend Studios issued 10% promissory notes aggregating to $160,000.  The notes are due the earlier of one year or the completion of an initial public offering of Legend Studios common stock.  In addition,  Legend Studios issued to the note  holders  an  aggregate  of  96,000  two-year  stock  purchase warrants to purchase  Legend  Studios  common stock at $3.50 per share.

During the year ended  December  31, 2002,  two note holders  converted principal  and accrued  interest  of $35,000  and  $13,358  into 48,358 shares of the Company's common stock. As of December 31, 2005, $125,000 of these notes and accrued  interest of $80,209 are still  outstanding. These notes are in default at December 31, 2005.



In August  2001,  the Company  issued  notes  payable for  $100,000 and $300,000  which  were  due in 60 days  and 14  days,  respectively.  In connection  with the issuance of the $300,000 note, the Company granted the note  holders an  aggregate  of 80,000  warrants  to  purchase  the Company's common stock at $1 per share. The Company has determined that the fair value of these  warrants to be $99,317 and has  recognized the expense in the  accompanying  statement of  operations  during the year ended  December 31, 2001. The Company used the  Black-Scholes  model to determine  the  fair  value  of  these   warrants  with  the  following assumptions:  (i) dividend  yield of 0%, (ii)  expected  volatility  of 118%,  (iii)  weight-average  risk-free  interest rate of approximately 4.0%,  and (iv)  expected  life of 3 years.  In July 2002,  the Company converted the $300,000 note into 300,000 shares of its common stock and issued  300,000  warrants to purchase the Company's  common stock at $1 per share.  The value of the warrants issued of $244,701 was determined using the  Black-Scholes  model and this  amount has been  recorded  as financing costs in the accompanying  statement of operations during the year ended  December 31, 2002. The following  assumptions  were used to determine the fair value of these 300,000 warrants:  (i) dividend yield of 0%, (ii) expected volatility of 129%, (iii) weight-average risk-free interest rate of approximately 3.5%, and (iv) expected life of 5 years. The  Company did not repay the  $100,000  note on its due date (and has not yet repaid the note) and issued the investor during the years ended December  31, 2004,  2003 and 2002,  respectively,  72,000,  72,000 and 90,000  warrants as a penalty  valued at $7,443,  $13,685 and  $80,870, respectively.



In September  2002,  the Company issued a note payable in the amount of $400,000  that accrues  interest at 10% per annum.  The  principal  and accrued  interest is to be repaid one-half on February 28, 2003 and the remaining  balance  on May 31,  2003.  The  Company  has not  made  the February 28, 2003 nor the May 31, 2003 payments. Interest accrued as of December  31,  2005  amounted  to  $133,333.  This note is in default at December 31, 2005.



In October  2003,  the Company  issued a note  payable in the amount of $20,000.  The note was due 45 days  after  issuance.  This note has not currently  been repaid.  There is no stated  interest rate on the note, but the Company did issue to the investor  100,000 warrants to purchase shares of the Company's  common stock for $0.35 per share.  The Company









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used the  Black-Scholes  model  to  determine  the fair  value of these 100,000 warrants with the following assumptions:  (i) dividend yield of 0%, (ii) expected volatility of 118%, (iii) weighted-average  risk-free interest rate of approximately 3.5%, and (iv) expected life of 3 years. The  value of these  warrants  of  $24,890  was has  been  recorded  as interest expense in the accompany consolidated statements of operations during the year ended  December  31,  2003.  This note is in default at December 31, 2005.



Note 7 - Advances to/from related parties



In 2004,  the  Company's  CEO  advanced an  additional  $269,687 to the Company.  During 2004, $291,000 of these advances were converted into a note payable (see Note 5).



In 2005, the Companys CEO advanced a total of $ 44,350 to the Company.  These advances are non-interest bearing, unsecured and have no fixed terms of repayment.



Note 8 - 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.



Due to the  lack of  communication  with  the  holder  of  this  profit participation  obligation and the Company has  discontinued the sale of Palm  products  and does not expect to sell them in the future,  during 2004 the  Company  removed  the  profit  participation  obligation  and recorded a corresponding increase to additional paid in capital.









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Note 9 - Stockholders' Deficit



Series A Preferred Stock

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



The Company has 1,000,000 shares of $0.001 par value Series A Preferred Stock  ("Series  A")  authorized  of which 2,225  shares are issued and outstanding  at  December  31,  2005.  Each  share  of  Series A can be converted into 20 shares of common stock.



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 December 31, 2005.



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



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



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



During 2003, the Company issued to Mr. Peter Klamka, the Company's CEO, 850,000 shares of Series B as consideration  for the contribution of an affinity credit card business to Legend Credit. (See Note 3)









---



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 December 31, 2004.



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 ten  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 ten 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. (See Note 3)



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.



In January 2003,  the Company issued 20,000 shares of common stock in a private placement  offering that resulted in gross proceeds of $20,000. Also, in January 2003, the Company issued 25,000 shares of common stock as payment for  services  valued at $20,166.  The value was  determined using the market  value of the  Company's  stock at the date the shares were issued.











---

In February  2003,  the Company issued 2,500 shares of common stock for the conversion of 125 shares of Series A.



In May 2003,  the  Company  issued  100,000  shares of common  stock as payment for services valued at $16,000.  The value was determined using the market  value of the  Company's  stock at the date the shares  were issued.



In June 2003,  the Company  issued  106,250 shares of common stock in a private placement offering that resulted in gross proceeds of $17,000.



In July 2003,  the Company  issued  68,873  shares of common  stock for financing costs valued at $15,152.  The value was determined  using the market value of the Company's stock at the date the shares were issued.







In July, August and September 2003, the Company issued 1,560,000 shares of common stock for services valued at $477,700. The value was based in the market value of the Company's common stock on the date of issuance.



In October and December 2003, the Company  issued  1,579,670  shares of common  stock for services  valued at $451,671.  The value was based in the market value of the Company's common stock on the date of issuance.



In January 2004,  the Company issued  3,048,674  shares of common stock for services  valued at $723,134.  The value was  determined  using the market value of the Company's stock at the date the shares were issued.



In February 2004, the Company issued 350,000 shares of common stock for services valued at $106,000.  The value was determined using the market value of the Company's stock at the date the shares were issued.



In March 2004,  the Company  issued  222,500 shares of common stock for services valued at $55,625.  The value was determined  using the market value of the Company's stock at the date the shares were issued.



In August 2004,  the Company  issued  10,000 shares of common stock for services  valued at $1,800.  The value was determined  using the market value of the Company's stock at the date the shares were issued.



In October 2004,  the Company issued 840,318 shares of common stock for services valued at $94,241.  The value was determined  using the market value of the Company's stock at the date the shares were issued.



In 2005 the Company amended its articles to increase the authorized common share capital to 75,000,000.









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In 2005 the Company issued a total of 2,950,000 for consulting and investor relation services totaling $234,500.



In 2005 the Company issued a total of 834,300 shares for a cash consideration of $14,846.



Stock Option Plan



The Company  adopted the 1998 Stock Option Plan and the Year 2000 Stock Option Plan (the  Plans),  which  provides  for the grant of options to purchase up to 1,250,000  shares of the Company's  common stock.  Under these Plans  incentive  stock  options may be granted to employees  and non-statutory   stock   options  may  be  granted  to   employees   and non-employees.



The following is table summarizes the options and warrants outstanding:



Weighted-               Weighted-

Stock     Average                 Average

Option     Exercise                Exercise

Plan        Price      Warrants     Price

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

Balance, December 31,

2002                   1,175,000   $    2.34   1,651,000   $    1.93

Granted                  515,500   $    0.10     172,000   $    0.62

Exercised                      -   $       -           -   $       -

Canceled                (540,500)  $    2.10    (300,000)  $    3.00

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





Balance, December 31,

2003                        1,150,000   $    0.10   1,523,000   $    1.46

Granted                        -             $       -           72,000   $    1.00

Exercised                     -             $       -              -         $       -

Canceled                      -             $       -       (680,000)  $    2.32

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



Balance, December 31,

2004  and 2005       1,150,000    $    0.10    915,000    $    0.78

=========             =========



Exercisable, December

31, 2004 and 2005       1,150,000   $    0.10     915,000   $    0.78

=========               =========



The weighted average remaining  contractual life of options outstanding issued under the Plans is 5.32 years at December 31, 2005. The exercise price  for all  options  outstanding  under the  Stock  Option  Plan at December  31,  2003 is $0.10.  In April  2003,  the









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Company  re-priced 800,000  vested  option and  warrants  and took a charge to earnings of $66,655 as a result of this  re-pricing  No  compensation  expense  was recognized as a result of the issuance of stock options during the year ended  December 31, 2003.  There were no options issued during the year ended December 31, 2005.



For options  granted  during the year ended December 31, 2003 where the exercise  price  equaled the stock price at the date of the grant,  the weighted-average   fair  value  of  such  options  was  $0.08  and  the weighted-average exercise price of such options was $0.10. For the year ended  December  31,  2003,  there  were no options  granted  where the exercise price was greater than the stock price at the date of grant or where the  exercise  price was less than the stock price at the date of grant.



The weighted average remaining contractual life of warrants outstanding is 38 years at December 31, 2005. The exercise price for the warrants outstanding at December 31, 2005 range from $0.10 to $1.13.



Note 10 - Income Taxes



Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary differences  between the carrying amounts of assets and liabilities for financial  statement  purposes  and the  amounts  used for  income  tax purposes.   Significant   components  of  the  Company's  deferred  tax liabilities and assets as of December 31, 2004 are as follows:



Deferred tax assets:

Federal and state net operating loss                $   5,751,000

Equity instruments issued for compensation          958,500



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



Total deferred tax assets

6,709,500

Less valuation allowance

(6,709,500)



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

$          --



=============



At December 31, 2005,  the Company had federal and state net  operating loss   ("NOL")   carryforwards   of   approximately   $15,444,000   and $13,914,000,  respectively.  Federal NOLs could,  if unused,  expire in varying amounts in the years 2012 through 2020.  State NOLs, if unused, could expire in varying amounts from 2012 through 2020.



The valuation  allowance increased by $712,000 and $508,000 during 2005 and 2004,  respectively.  The  Company  has  provided a 100%  valuation allowance  on the  deferred  tax assets at December  31, 2005 to reduce such asset to zero,  since there is no assurance  that the Company will generate  future taxable income to utilize such asset.  Management will review  this  valuation  allowance  requirement  periodically  and make

adjustments as warranted.











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The  reconciliation  of the  effective  income tax rate to the  federal statutory  rate for the years  ended  December  31, 2005 and 2004 is as follows:



2005         2004

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



Federal income tax rate

(34.0%)      (34.0%)

State tax, net of federal benefit

(2.0%)       (2.0%)

Equity instruments issued for compensation

25.2%        27.9%

Increase in valuation allowance

11.8%          8.1%



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



Effective income tax rate

0.0%         0.0%



==========  ===========



Note 11 - Commitments and Contingencies



Litigation

----------



Legend  Studios,  Inc. vs. Quorum Radio  Partners,  Inc.,  Quorum Radio Partners of Virginia, Inc. and Quorum Communications, Inc.



Legend Studios lawsuit arises from  defendants'  breach of the parties' Asset Purchase  Agreement and Time Brokerage  Agreement that govern the sale,  programming,  operations  and revenues of certain radio stations (KELE-AM,  KELE-FM, WIQO, WKEY and WKCI). Legend Studios seeks specific performance of the agreements,  as well as in excess of $1.5 million in damages.  Defendants have been served with the complaint,  but have not filed  answers  and may be subject to entry of  default.  Quorum  Radio Partners of Virginia,  Inc., however, filed a bankruptcy petition after being  served  with  the  complaint,   which  stays  Legend   Studios's proceedings solely 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.











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The company is party to legal proceedings from time to time. None of the above legal proceedings in managements opinion would have an adverse material impact on the company.









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Exhibit 21.1





List of Subsidiaries





Legend Studios Inc.

Legend Credit Inc.









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EXHIBIT 31.1

Certification of CFO Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Peter Klamkai, certify that:

|   |                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                           
|1. | I have reviewed this Annual Report on Form 10-KSB of Legend Mobile Inc. and its subsidiaries.;                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                           
|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 registrant as of, and for, the period[s] 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 registrant and have:                     



| |    |                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                              
| | a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;



| |    |                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                       
| | b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



| |    |                                                                                                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                   
| | c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my 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



| |    |                                                                                                                                                                                                                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                           
| | d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.



|   |                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                              
|5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrant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 registrant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









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|                                                                                |  | 
|------------------------------------------------------------------------------- |  | 
|significant role in the registrants internal control over financial reporting. |  | 

Date: May 17, 2006





s/s Peter Klamka

Peter Klamka, President











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EXHIBIT 32

CERTIFICATIONS of CEO and CFO PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report on Form 10-KSB of Legend Mobile Inc.. (the Company) for the year ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the Report), each of 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.

Date: May 16, 2006





s/s

Peter Klamka

Peter Klamka, President and

Chief Financial Officer







A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-KSB.









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Exhibit 41.1





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Legend Mobile, Inc.



We hereby consent to the use in the Form 10K of our report dated May 15, 2006 on the consolidated financial statements of Legend Mobile, Inc. as of December 31, 2005 and for the year then ended which appear in such Form.





s/s



E. Randall Gruber, CPA, PC

Lake Saint Louis, Missouri



May 17, 2006