**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10-KSB**





(Mark
                One)


**þ**
              **ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**




**For
      the fiscal year ended June 30, 2008**




**OR**




o
                **TRANSITION
                    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                    OF
                    1934**




**For
      the transition period from** **** **to** **** ****





Commission
      file number 333-138479


**LEGEND
      MEDIA, INC.**


(Name
      of
      Small Business Issuer in Its Charter)





**Nevada**
            
            **87-0602435**(State
                or Other Jurisdiction of
            
            (I.R.S.
                Employer Identification No.)Incorporation
                or Organization)





**9663
      Santa Monica Blvd. #952, Beverly Hills, CA 90210**


*(* Address
      of Principal Executive Offices *)*





**(310) 933-6050**


*(* Issuer’s
      Telephone Number *)*





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


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





Common
                Stock, $.001 par value(Title
                of Class)





Check
                whether the issuer is not required to file reports pursuant to Section
                13
                or Section 15(d) of the Exchange Act.
            oCheck
                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.
            YesþNooCheck
                if there is no disclosure of delinquent filers in response to
                Item 405 of Regulation S-B 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.
            oIndicate
                by check mark whether the registrant is a shell company (as defined
                in
                Rule 12b-2 of the Exchange Act).
            YesoNoþ





The
      issuer's revenues for its most recent fiscal year were $155,970.





The
      aggregate market value of the registrant’s voting and non-voting common equity
      held by non-affiliates was $10,850,000. The aggregate market value was
      calculated using the price at which the common equity was last sold on October
      10, 2008.





Determination
      of stock ownership by non-affiliates was made solely for the purpose of this
      requirement, and the registrant is not bound by these determinations for any
      other purpose.





On
      October 10, 2008 there were 10,339,775 shares of common stock
      outstanding





**Documents
      Incorporated By Reference**


The
      issuer has not incorporated by reference into this Annual Report on Form 10-KSB:
      (1) any annual report to the issuer’s securities holders, (2) any
      proxy or information statement, or (3) any prospectus filed pursuant to
      Rule 424(b) or (c) of the Securities Act.





Transitional
                Small Business Disclosure Format (check one):
            YesoNoþ





**LEGEND
      MEDIA, INC**


**ANNUAL
      REPORT ON FORM 10-KSB**


**FOR
      THE YEAR ENDED JUNE 30, 2008**





**TABLE
      OF CONTENTS**





**PART
                I**
            3**Item
                1.*****Description
                of Business***
            3**Item
                1A.*****Risk
                Factors***
            14**Item 2.*****Description
                of Property***
            30**Item 3.*****Legal
                Proceedings***
            30**Item 4.*****Submission
                of Matters to a Vote of Security Holders***
            30**PART
                II**
            31**Item
                5*. Market for Common Equity, Related Stockholder Matters and
                Small
                Business Issuer Purchases of Equity
                Securities***
            31**Item 6.*****Management’s
                Discussion and Analysis or Plan of
                Operations***
            32**Item
                7*. Financial Statements***
            43**Item
                8.*Changes In and Disagreements with Accountants On Accounting
                and
                Financial Disclosure***
            43**Item
                8A(T).*Controls and Procedures***
            43**Item
                8B*. Other Information***
            44**PART
                III**
            45**Item
                9.*****Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(a) of the Exchange
                Act.***
            45**Item
                10.*****Executive
                Compensation***
            46**Item
                11.*****Security
                Ownership Of Certain Beneficial Owners And Management And Related
                Stockholder Matters***
            49**Item
                12.*****Certain
                Relationships and Related Transactions And Director
                Independence***
            50**Item
                13.*****Exhibits***
            51**Item
                14.*****Principal
                Accountant Fees and Services***
            54


2


**PART
      I**





**Item
      1.** ***Description
      of*** **** ***Business***





**Special
      Note Regarding Forward-Looking Statements**





This
      Annual Report on Form 10-KSB and the documents we incorporate by reference
      herein include forward-looking statements. All statements other than statements
      of historical facts contained in this Form 10-KSB and the documents we
      incorporate by reference, including statements regarding our future financial
      position, business strategy and plans and objectives of management for future
      operations, are forward-looking statements. The words “believe,” “may,”
“estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,”
“target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as
      they relate to us, are intended to identify forward-looking statements within
      the meaning of the “safe harbor” provisions of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"). We have based these
      forward-looking statements largely on our current expectations and projections
      about future events and financial trends that we believe may affect our
      financial condition, results of operations, business strategy and financial
      needs.





These
      forward-looking statements are subject to a number of risks, uncertainties
      and
      assumptions described under the caption “Risk Factors” and elsewhere in this
      Annual Report on Form 10-KSB. In addition, our past results of operations do
      not
      necessarily indicate our future results. New risk factors emerge from time
      to
      time and it is not possible for us to predict all such risk factors, nor can
      we
      assess the impact of all such risk factors on our business or the extent to
      which any risk factor, or combination of risk factors, may cause actual results
      to differ materially from those contained in any forward-looking statements.





Except
      as
      otherwise required by applicable laws, we undertake no obligation to publicly
      update or revise any forward-looking statements or the risk factors described
      in
      this Annual Report on Form 10-KSB or in the documents we incorporate by
      reference, whether as a result of new information, future events, changed
      circumstances or any other reason after the date of this Annual Report on
      Form 10-KSB. You should not rely upon forward-looking statements as
      predictions of future events or performance. We cannot assure you that the
      events and circumstances reflected in the forward-looking statements will be
      achieved or occur. Although we believe that the expectations reflected in the
      forward-looking statements are reasonable, we cannot guarantee future results,
      levels of activity, performance or achievements.





**Description
      of Business**





Legend
      Media, Inc., formerly known as Noble Quests, Inc. (hereinafter referred to
      as
      the “Company,” “Legend Media,” “we,” “us,” or “our” ), was organized as a Nevada
      corporation on March 16, 1998, for the purpose of selling multi-media marketing
      services and other related services to network marketing groups. Specifically,
      the Company assisted network marketers in using marketing tools such as public
      relations, advertising, direct mail, collateral development, electronic
      communications and promotion tools to increase product and service awareness.
      However, due to a combination of factors including slow sales development,
      the
      weakening United States economy and opportunities beyond the borders of the
      United States, our management decided that it was in the best interest of the
      Company to shift focus abroad and find an alternative business strategy focused
      on more lucrative markets. In an effort to substantiate stockholder value,
      we
      investigated various industries and companies with the intent that if such
      investigations lead to a suitable opportunity, we would merge with a target
      company with the intent that the target company be the long term operating
      unit
      of the business. The existing multi-media marketing services business would
      continue until such a time it no longer had value to the enterprise.





On
      January 31, 2008, the Company entered into a Share Exchange Agreement with
      Ms.
      Shannon McCallum-Law, the majority stockholder, sole director and Chief
      Executive Officer of the Company, Well Chance Investments Limited (“Well
      Chance”) and Well Chance's sole shareholder (the "Well Chance Shareholder").
      Pursuant to the terms of the Share Exchange Agreement, the Company agreed to
      acquire all of the issued and outstanding shares of Well Chance's common stock
      in exchange for the Company’s issuance of 1,200,000 shares of its common stock
      to the Well Chance Shareholder on the basis of 1,200 shares of its common stock
      for every one share of Well Chance common stock held.


3


Concurrently
      with the closing of the transactions under the Share Exchange Agreement and
      as a
      condition thereof, the Company entered into an agreement with Ms. McCallum-Law,
      pursuant to which she returned to the Company for cancellation 2,419,885 of
      the
      5,119,885 shares of the Company’s common stock owned by her. Ms. McCallum-Law
      was not compensated in any way for the cancellation of the shares. In addition,
      the Company issued 4,100,000 shares of its common stock to certain affiliates
      of
      Well Chance for $87,740 in cash and 200,000 shares in exchange for consulting
      services performed in connection with this transaction. Upon completion of
      the
      foregoing transactions, the Company had an aggregate of 8,200,000 shares of
      common stock issued and outstanding.





The
      exchange of shares with the Well Chance Shareholder was accounted for as a
      reverse acquisition under the purchase method of accounting because Well Chance
      obtained control of Legend Media. Accordingly, the share exchange was recorded
      as a recapitalization of Well Chance, with Well Chance being treated as the
      continuing entity.





As
      a
      result of the reverse merger transactions described above, the historical
      financial statements presented are those of Well Chance, the operating entity.





Effective
      as of February 14, 2008, Noble Quests, Inc. changed its name to Legend Media,
      Inc.





Well
      Chance was incorporated under the laws of the British Virgin Islands as an
      International Business Company on February 22, 2005. Well Chance was formed
      to
      create a business that principally engaged in the development and management
      of
      a technology platform that deploys advertisements across its various advertising
      media. Well Chance expanded its business in February 2008 to focus on building
      a
      consumer advertising network in the People’s Republic of China (the “PRC”)
      focused on the Chinese radio advertising industry. Well Chance
      conducts its
      business operations through its 80% owned subsidiary  Legend
      (Beijing) Consulting Co., Ltd. and its wholly owned subsidiary Legend (Beijing)
      Information and Technology Co., Ltd., each of which are incorporated under
      the
      laws of the PRC.





Due
      to
      PRC regulatory restriction on foreign investment in the advertising industry,
      we
      operate our business in China through Tianjin Yinse Lingdong Advertising Co.,
      Ltd. and Beijing Maihesi International Advertising Co., Ltd. Our
      relationships with both of these operating affiliates and their shareholders
      are
      governed by a series of contractual arrangements that allow us to effectively
      control and derive economic benefits from them. Accordingly, we treat Tianjin
      Yinse Lingdong Advertising Co., Ltd. and Beijing Maihesi International
      Advertising Co., Ltd. as variable interest entities and have consolidated their
      financial results in our financial statements in accordance with generally
      accepted accounting principles in the United States.





Today,
      the Company is building a consumer advertising network in the PRC focused
      on the Chinese radio advertising industry. On
      May 8,
      2008, the Company and Well Chance entered into a Share Purchase Agreement with
      Music Radio Limited, a British Virgin Islands company, and all of the
      shareholders of Music Radio Limited, for the purchase of exclusive radio
      advertising rights in Tianjin, PRC. Pursuant to the Share Purchase Agreement,
      Well Chance, for consideration consisting of (a)
      shares of the Company's common stock with an aggregate value of US$7,160,714
      based on the weighted average trading price of the Company's common stock for
      the 90 trading days immediately preceding May 8, 2008 (1,892,559 shares), and
      (b) US$2,000,000, agreed
      to
      purchase 80% of the common stock of Legend Media Tianjin Investment Company
      Limited, a British Virgin Islands company and a wholly owned subsidiary of
      Music
      Radio Limited. The stock and cash consideration was paid into escrow to be
      released to the sellers, if at all, in two installments upon (a) the renewal
      of
      a radio advertising contract, and (b) the achievement of certain financial
      benchmarks (provided that the condition under (a) first has been satisfied).
      The
      closing of the Share Purchase Agreement occurred on May 30, 2008, and the
      Company secured effective control of the exclusive sales contract for the
      Tianjin, PRC based radio channel. Tianjin, PRC is a large city with a population
      of over 11.5 million. Administratively, it is a municipality that has
      provincial-level status, reporting directly to the central government. There
      are
      a total of four such cities in the PRC with Beijing, Shanghai and Chongqing
      making up the other three. Tianjin's urban area is the third largest in the
      PRC,
      ranked only after Shanghai and Beijing.




The
      exclusive sales contract provides the Company with 19,710 minutes per year
      of
      advertising space. The contract is up for renewal this year and expires December
      31, 2008. However, as provided in the Share Purchase Agreement, as amended,
      a
      portion of the escrowed consideration for the transaction will not be paid
      to
      the sellers unless the contract is renewed. The channel reaches over 11.5
      million people in the Tianjin area. Because the region is one of the most
      economically developed and urbanized in the PRC, the Company believes that
      the
      radio station is well situated to take advantage of the expanding middle and
      upper class in the PRC. Provided that a portion of the escrowed consideration
      is
      released upon renewal of the exclusive sales contract, the balance of the
      escrowed consideration will be released based on certain financial benchmarks
      set forth in the Share Purchase Agreement.


4


As
      management plans to focus the maximum amount of its time and resources on
      expanding the Company's radio advertising inventory in the RPC, the Company
      has
      entered into a Sales and Marketing Agreement with Beijing Hongteng Lianguang
      Advertising Co., Ltd., a related party company owned by Ju Baochun, who is
      one
      of the sellers in the Music Radio Limited transaction and also a stockholder
      of
      Legend Media, pursuant to which Beijing Hongteng Lianguang Advertising Co.,
      Ltd.
      handled all sales and marketing for Legend Media through September 30, 2008.
      Currently, Beijing Hongteng Lianguang Advertising Co., Ltd. continues to provide
      services to Legend Media. However, Legend Media, through its operating
      affiliates, has taken larger responsibility for the sales and marketing process.
      The Sales and Marketing Agreement can be cancelled with one month's notice
      and
      outsources the entire sales, marketing, production and administrative functions
      related to the exclusive advertising contract for the Tianjin radio station.
      As
      part of the plan to establish its own operations in Tianjin, Legend Media,
      through its variable interest entity in the PRC, Tianjin
      Yinse Lingdong Advertising Co., Ltd., leased
      an office in Tianjin. The office has been furnished and equipped and is
      currently being used by Beijing Hongteng Lianguang Advertising Co., Ltd. for
      the
      purpose of developing Legend Media’s brand presence in Tianjin and improving the
      quality of the presentation made to existing and prospective
      customers.




On
      July
      21, 2008, Legend Media closed a transaction pursuant to which Well Chance
      purchased 100% of the common stock of News Radio Limited, a British Virgin
      Islands company, for consideration consisting of (a) shares
      of
      the Company's common stock with an aggregate value of 2,000,000 Chinese Renminbi
      ("RMB") (approximately $287,728 based on the currency exchange rate on June
      5,
      2008) based on the weighted average trading price of the common stock for the
      30
      trading days immediately before June 4, 2008 (67,388 shares) payable on the
      closing date, (b) RMB5,250,000 (approximately $755,287 based on the currency
      exchange rate on June 5, 2008) payable 28 days after the closing date, and
      (c)
      RMB1,600,000 (approximately $230,182 based on the currency exchange rate on
      June
      5, 2008) payable 90 days after the closing date .
      The
      transaction occurred pursuant to the terms of a Share Purchase Agreement that
      the Company entered into on June 4, 2008 with Well Chance and all of the
      shareholders of News Radio Limited. The closing gives Legend Media effective
      control of the PRC-based company that has the exclusive sales contract for
      the
      Beijing, PRC based radio channel FM 90.5. Beijing is a metropolis in northern
      PRC with a population of over 17 million. As with Tianjin, it is one of four
      municipalities in the PRC with status as a province in the PRC's administrative
      structure. Beijing is the PRC's second largest city, after Shanghai, and is
      recognized as the political, educational, and cultural center of the PRC.
      Beijing has a rapidly developing economy with an expanding affluent population.
      In 2007, retail sales in Beijing exceeded $55 billion.





Beijing
      is of strategic importance to the Company’s objective of building a market
      leading brand position in the radio advertising industry. The exclusive sales
      contract for Beijing FM 90.5 is for four years (two years plus a two year
      option) and grants Legend Media, through its operating affiliate, Beijing
      Maihesi International Advertising Co., Ltd., the
      right to be the exclusive advertising agent for the channel, under which the
      Company has the exclusive rights to manage and sell all advertising minutes
      for
      the radio station. The contract provides Legend Media with an additional 45,990
      of radio advertising minutes per year. The exclusive rights to sell advertising
      also extend to program sponsorship which the Company expects will provide
      additional advertising inventory for sale. The exclusive sales contract was
      originally entered into by News Radio Limited in May 2008 so as of July 3,
      2008
      the business was still in the start up phase but in the process of opening
      an
      office and expanding staff. The Company plans to hire its own staff while still
      using third party sales and marketing companies in an effort to maximize first
      year performance.





The
      exclusive contract
      for Beijing FM 90.5 is
      with a
      subsidiary of China Radio International, the owner of the radio channel. As
      part
      of the exclusive sales agreement, Legend Media, through its operating affiliate,
      is provided with the first right of refusal to be the exclusive agent for
      Beijing FM 90.5 as it expands its content to frequencies outside of Beijing.





On
      August
      4, 2008, Beijing Merci International Advertising Co., Ltd., a company organized
      in the PRC and an affiliate of Legend Media, entered into an Exclusive
      Advertising Rights Agreement with Beijing Guo Guangrong Advertising Co., Ltd.,
      pursuant to which Beijing Merci International Advertising Co., Ltd. agreed
      to
      acquire 45,990 advertising minutes per year on FM 107.1, a news and
      entertainment radio station that broadcasts to the Shenzhen region of the PRC.
      The Exclusive Advertising Rights Agreement closed on August 31, 2008. The
      exclusive contract gives Legend Media an additional 45,990 minutes of radio
      advertising targeting Shenzhen, a metropolis adjacent to Hong Kong with a
      population of over 12 million. Shenzhen is one of the wealthiest and most
      economically diverse cities in the PRC.


5


As
      of
      September 30, 2008, the Company had a combined annual inventory of 111,690
      minutes of radio advertising with a combined potential audience of over 40
      million people. The Company currently maintains two operating offices in Beijing
      and rents an office in Tianjin for use by the outsourced sales and marketing
      team.





**Business
      Strategy**





Our
      objective is to become the dominant radio advertising company in the PRC by
      promoting radio advertising in the PRC to the point that it becomes a top
      marketing medium comparable to television, outdoor advertising, the internet
      and
      print. Our plan to achieve this objective involves six key strategic
      principles:




**I.**
            **Rapidly
                Expand Inventory:**We
                intend to acquire radio advertising time by entering into contracts
                while
                the radio industry is still materially undervalued, in our opinion.
                As the
                industry gains traction, we expect that the cost of acquiring radio
                advertising time will increase.





We
      have
      divided the PRC into strategic regions in an effort to attempt to implement
      an
      effective growth strategy. The regions are as follows:





a.
            Beijing
                Region (Northeast China with a main office in Beijing
                Municipality);


b.
            Shanghai
                Region (Southeast China with a main office in Shanghai
                Municipality);


c.
            Shenzhen
                Region (South China with a main office in Shenzhen, Guangdong
                Province);


d.
            Zhengzhou
                Region (Central China with a main office in Zhengzhou, Henan Province);
                and


e.
            Chongqing
                Region (West China with a main office in Chongqing
                Municipality).





Our
      expansion strategy is to establish an office in each of these regions. Our
      first
      choice in establishing an office is through a strategic acquisition. However,
      we
      are prepared to use existing staff and management to open new offices in regions
      where suitable acquisitions are not available. We achieved the first part of
      our
      strategy with the acquisition of a Beijing based business. This business is
      managing the Company’s advertising time for the Beijing based radio station as
      well as for the Tianjin based radio station. We expect to use this office for
      further expansion throughout the region.





We
      are
      continuously exploring new acquisitions of radio advertising time. Management
      uses a fact based evaluation method to determine the value of the available
      advertising rights. The criteria used include:





a.
            Whether
                the contract offers rights to all or a majority of radio stations
                in the
                market (comparing the number of stations with advertising rights
                with the
                total number of radio stations in the
                market);


b.
            Population
                reach of a particular radio
                channel;


c.
            Value
                of the population being targeted:


i.
            Overall
                GDP of the market area;


ii.
            GDP
                per capita of the market area;


iii.
            Retail
                sales of the market area;


iv.
            GDP
                growth in the market area;


v.
            Car
                ownership in the market area; and


vi.
            Car
                ownership growth rates in the market area.


d.
            Contract
                cost per minute;


e.
            Historical
                advertising sales of the radio
                channel;


f.
            Term
                of the agreement; and


g.
            Estimated
                time to break-even, which should not be greater than six
                months.





We
      expect
      to generate revenue growth from not only building inventory of radio advertising
      minutes but also improving the utilization rate of those acquired minutes and
      benefiting from increased advertising rates that we can charge for those
      minutes.


6


**II.**
            **Focus
                Short Term Efforts on Improving Existing Sales:**Contracts acquired, for the most part, have an existing revenue stream.
                These revenue streams are expected to cover 80% - 90% of the contract
                cost
                without any sales improvement.The
                Company will focus immediate attention on improving the existing
                sales by:





a.
            Creating
                a collective database of customers that can be targeted for all radio
                properties;


b.
            Sending
                top sales people to new markets on temporary assignment to help assess
                and
                improve sales skills;


c.
            Implementing
                active training programs for all sales
                people;


d.
            Immediately
                reviewing and refining pricing and discounting
                policies;


e.
            Tracking
                inventory utilization and providing improved information to the sales
                force; and


f.
            Implementing
                company-wide sales force automation.





The
      Company believes it is strategically imperative to improve existing sales
      efforts to reach a quick cash flow neutral position. In addition to the
      financial benefit, the Company does not plan to rapidly expand its national
      sales efforts and industry promotion until at least 1,000,000 minutes are under
      contract. In doing so, the Company expects to have enough of a foothold on
      the
      market to ensure a market leading position before its promotion of the industry
      brings new competitors into the space.





**III.**
            **National
                Sales Effort:**As
                the local sales efforts are being improved, the Company expects to
                begin
                building the next generation sales force. The Company anticipates
                that the
                new sales force will be led by a seasoned media sales executive and
                be
                focused on:





a.
            Promoting
                the value of using radio advertising to large brands in (and entering)
                China; and


b.
            Promoting
                the value of selling radio advertising to the large advertising agencies.





Currently
      valued at $15.7 billion, the total advertising industry in China is still young
      and rapidly developing. To develop the radio advertising market, we anticipate
      that our new sales force will effectively become industry promoters. We expect
      that they will take the lead with major brands and advertising companies on
      promoting the “value proposition” of radio advertising. We believe that our
      national sales team will be in the position to close sales with the major
      national brands as the message is delivered and if and when interest for radio
      increases. As described above, we do not plan to launch an active national
      promotion until a critical mass of inventory is acquired because we believe
      that
      early promotion will drive up the cost of the acquired inventory and bring
      competitors into the space.





**IV.**
            **Champion
                the Industry through business-to-business Marketing:**After
                the launch of the national sales team, Legend Media also expects
                to take a
                proactive approach to marketing the radio industry in its entirety
                as well
                as the Company itself. We expect that the marketing campaign will
                be
                completely business-to-business and target marketing decision makers
                at
                the top brands and the media buyers at the top advertising agencies.
                As
                with any new product entering the market, demand needs to be created.
                By
                championing the industry, we expect that the overall value of the
                industry
                will increase with Legend Media being the market leader.





We
      believe that increased exposure of radio advertising will drive up the rates
      that we will be able to charge for our radio advertising minutes resulting
      in
      both increased revenue and profitability. This is likely to increase the value
      of advertising rights throughout the industry and therefore result in a higher
      cost of entry to future competitors.





**V.**
            **Promote
                the Radio Channels and Influence Content:**Legend
                Media does not intend to be a content company but expects to help
                radio
                channels better understand consumers’ expectations. In doing so, we expect
                that both the radio channels and Legend Media will benefit. Further,
                Legend Media intends to work with the radio stations to promote them
                through active community outreach programs and events. The radio
                stations
                need to use the “interactivity” of radio to promote the stations and
                ultimately drive up advertising value. Legend Media plans to be an
                active
                consultant to the radio station on how to implement such strategies.
                Currently, in the Chinese radio market, radio stations are not actively
                promoted through other channels such as outdoor advertising or event
                promotion. Legend Media views the promotion of radio stations as
                a key to
                long term success of the
                business.


7


**VI.**
            **Find
                a Use for Unsold Inventory**:
                We estimate that the overall radio advertising industry in China
                operates
                at an inventory utilization rate (sold minutes divided by the total
                available advertising minutes) of less than 25%. Exact numbers are
                hard to
                determine as the reporting structure of the industry is limited.
                Our
                management is looking to alternative strategies to use the unsold
                minutes
                without disrupting Legend’s core business of radio advertising sales. The
                Company is cautious when using price to increase utilization as it
                is
                likely to have a negative long term impact on the overall value of
                the
                industry. The Company plans to look at several alternatives for the
                use of
                the unsold inventory including:





a.
            Partnering
                with alternative media companies, such as mobile phone short message
                service (“SMS”)\ marketing companies to promote the SMS service while
                building a direct marketing solution. The SMS partner would be a
                strategic
                addition as it could also provide an increased level of interactivity
                to
                the radio content and advertising
                content;


b.
            Partnering
                with a third party to sell products, such as working on a commission
                basis
                with an online retail outlet;


c.
            Launching
                a Company owned direct marketing and product selling entity and taking
                advantage of the unsold minutes by:


i.
            Selling
                products;


ii.
            Promoting
                Company owned “community” based websites;
                and


iii.
            Building
                marketing databases through radio promoted
                contests.


d.
            Partnering
                with a charitable organization such as the Red Cross, to utilize
                some of
                the unsold minutes to enhance community
                relations.





**Market
      Overview**





The
      radio
      industry in the PRC currently consists of 273 commercial radio stations with
      over 2,300 channels and 394.7 million listening households. The average daily
      listening time per adult is 89.5 minutes. The size of China’s radio advertising
      industry in terms of advertising sales reached $426 million in 2007 with a
      17%
      compound annual growth rate ("CAGR") from 2002 to 2007.










*Source:
      “Global Entertainment and Media Outlook 2007-2011”,
      PriceWaterhouseCoopers*





The
      forecast for the future of China’s radio advertising sales varies across sources
      with a low estimate of RMB4.70 billion 1 (approximately US$689 million at the current exchange rate 2 )
      and a
      high estimate of RMB10.15 billion 3 (approximately US$1,487 million at the current exchange rate) by 2009.





1*“Global
      Entertainment and Media Outlook 2007-2011”,
      PriceWaterhouseCoopers*


2 
      Current
      exchange rate here and throughout the annual report is based on the rate as
      of
      September 15, 20083*“This
      Year, Next Year China Media Forecasts 2008”, GroupM*




8


The
      expected growth of the radio advertising industry is a byproduct of the overall
      economic performance and the rapid expansion of the total advertising market
      in
      China.





*China’s
      economy is rapidly expanding and is not forecasted to slow down in the
      foreseeable future*





From
      2002
      to 2007, China’s economy grew at a CAGR of 15% reaching US$3.25 trillion in 2007
      and is now forecasted to continue to grow at a CAGR of 14% through
      2012, 4 becoming
      the third largest economy in the world by 2008 and eclipsing number two, Japan,
      soon after. The rapid expansion in China's economy has lead to the expansion
      of
      affluence and the rise of the middle class in China.





o
            By
                2015, it is estimated that there will be 27 million households in
                the PRC
                earning over RMB100,000 (approximately $14,650 at the current exchange
                rate), growing to 41 million households by 2025;


o
            In
                2006, the PRC had 310,000 US$ millionaires and that number is estimated
                to
                grow to 609,000 by 2011, the highest number in the world and primarily
                consisting of first generation of US$ millionaires;
                and


o
            By
                2011, it is estimated that there will be 16 million high net-worth
                individuals in the PRC with $6.2 trillion in total assets.5





The
      expanding personal wealth of the Chinese population is rapidly creating the
      world’s largest consumer market. In 2007, the PRC’s retail sales growth rate hit
      a 10 year high at 16.8% to RMB8.9 trillion (US$1.24 trillion).











*Source:
      National Bureau of Statistics of China and ChinaDaily.com, 9/27/2006 “Retail
      Sales Growth in Coming Year”*





The
      rapidly increasing retail sales are expanding the brand presence of
      international and domestic brands. As the existing brands expand nationally
      and
      new brands enter the market, advertising spending has and is forecasted to
      continue to increase as brands compete for the fastest growing consumer market
      in the world.





*China’s
      economy is rapidly expanding and expected to expand further*





In
      2007,
      China’s media expenditures hit RMB197.5 billion (US$28.9 billion at current
      exchange rates) and is forecasted to exceed RMB287.9 billion (US$42.2 billion
      at
      current exchange rates) 6 by 2009.
      The year-over-year percentage change in 2007, compared to 2006, was 18.3% and
      is
      expected to be 22.0% and 19.5% for 2008 and 2009, respectively. As the
      advertising market in China continues to mature, net
      advertising investment-to-GDP ratio is approaching the worldwide average of
      0.94% and has nearly doubled since 2001 (0.7% in 2007 vs. 0.4% in 2001).




4 *International Monetary Fund, “World Economic Outlook”* **
 5 *“HSBC
        joins race to cash in on China's new millionaires “, Reuters March 31,
        2008*
 6 *“This
        Year, Next Year China Media Forecasts 2008”, GroupM*


9


China
      is
      one of the most, if not the most, challenging markets in the world. Similar
      to
      the United States, China is large with cultural diversity within its borders.
      China can be viewed as a collection of diverse and complex markets each with
      populations exceeding most countries. The complexity in the market is creating
      challenges in the advertising market while forcing an increase in advertising
      investment by brands. We expect that brands, international and domestic alike,
      will continue to invest in advertising in China as they look to expand ways
      to
      reach and engage customers.





*Radio
      Advertising is underutilized, undervalued and an opportunity*





While
      the
      overall advertising industry has exploded, the radio industry has fallen behind
      posting 2007 revenue of $426 million. 7 Radio
      advertising as a percentage of total advertising in China is currently 2.6%
      and
      is forecasted to improve to 3.5% by 2009. 8 Even by
      2009, the ratio is predicted to fall short of the worldwide average of
      8. 1%
      and
      those of the United States, 11.8%, and Western Europe, 5.6%. Also, while GDP
      of
      the United States is 4.3 times that of China’s, radio advertising spending in
      the United States is 52.4 times that of China’s, at US$22 billion in 2007.





The
      combined impact of macro level influences is the expectation that radio
      advertising in China has explosive growth ahead of it as the radio advertising
      market commercializes.




Adding
      to
      the opportunity in the radio industry is the relative low cost to advertisers
      compared to alternative media. In 2007, the average cost per 1,000 impressions
      for radio was $0.78 while TV, outdoor, newspapers and magazines cost advertisers
      materially more. 9 The
      relative low cost provides radio with an added value proposition to attract
      new
      customers to the industry. Further, we expect that the relative low cost
      provides additional revenue growth opportunities for us as rates will increase
      over time as they become more in line with the alternatives.





The
      radio
      advertising industry’s forecasted growth is also being driven by the increased
      mobility of the Chinese population. Currently, there are over 28 million
      privately owned vehicles in China. This number is expected to increase to over
      48 million by 2010. 10 The
      increased car ownership has also given rise to an increase in radio listenership
      and the importance of radio as a means to reach the affluent class in China.
      As
      with the United States, which has a radio advertising industry valued at US$22
      billion, China’s radio industry should increasingly become a larger portion of
      total advertising spending. The increased number of cars and the resulting
      dramatic increase in traffic will provide advertisers with a way to reach
      consumers in a captive environment with a chance for repetitive messaging.
      Management expects the coming five years to be the years of the largest growth
      rate of radio advertising sales in the history of the industry in China.





**Products
      and Services**





Legend
      Media currently owns the exclusive rights to manage and sell  306
      minutes of advertising per day, or 111,690 minutes per year. The exclusive
      rights to sell advertising also extend to program sponsorship which provides
      additional revenue opportunities. The minutes are distributed between our
      Tianjin based channel, FM 92.5, and our Beijing based channel, FM 90.5.





Legend
      Media has an exclusive sales contract to act as the exclusive advertising agent
      for Tianjin channel FM 92.5. The exclusive sales contract provides 54
      minutes per day, or 19,710 minutes per year. The channel is based in Beijing
      and
      through a relay facility airs in Tianjin. Legend Media’s exclusive sales
      contract is with the channel's exclusive agent. The Tianjin contract, which
      was
      acquired through the Company’s acquisition of Music Radio Limited, is cash flow
      positive and achieving gross margins of over 52%.





Through
      our acquisition of News Radio Limited, we have secured a strategic partnership
      with China Radio International, under which we have the exclusive rights to
      manage, promote and sell all the advertising inventory for China Radio
      International’s Beijing channel FM 90.5. Effectively, we are the 100% owner of 126
      minutes of advertising per day, or 45,990 minutes per year.




7  *“Global
        Entertainment and Media Outlook 2007-2011”,
        PriceWaterhouseCoopers*
 8  *“This
        Year, Next Year China Media Forecasts 2008”, GroupM*
 9  *Source:
        Internal estimates based on data from ZenithOptimedia and National Bureau
        of
        Statistics of China*
 10  *National
        Bureau of Statistics of China, Xinhua Economic News, Google Finance and internal
        calculations*


10


We
      added
      an additional 126 minutes per day, or 45,990 per year, with our latest contract
      for the exclusive sales and advertising rights to FM 107.1 in Shenzhen. The
      combined stations reach over 40 million people in three of China’s most
      developed markets.





We
      maintain offices in Beijing and Tianjin. In Beijing, we have two offices that
      are responsible for sales, production and administration. One of the offices
      in
      Beijing focuses on the administrative functions while the other office is
      strictly radio sales and production focused. The Tianjin office is not staffed
      by Legend Media at this time as management felt outsourcing the sales process
      was a more efficient solution to allow management to remain focused on
      expansion.





The
      Company manages the radio operation as one business and promotes the sharing
      of
      customer data and trends with each channel managed. As the number of contracted
      channels increases, the discipline of sharing should provide the Company with
      economies of scale and a competitive edge in the market.





Legend
      Media has not planned on entering the content development business but does
      have
      access to helping the stations gear content towards listeners’ needs and
      expectations. Content production is expensive and adds an unnecessary level
      of
      complexity at a time when management is focusing on rapid inventory expansion
      to
      achieve a long term dominant market position. At this time, management has
      no
      expectations of entering the content production business but prefers the role
      of
      advisor and influencer.





**Customers**





Currently,
      we target local brands looking to increase reach in the territory covered by
      the
      applicable radio channel. Our focus has been on real estate, automobiles and
      financial services, the largest of which is the real estate sector which
      accounts for 67% of the revenue to date. The automobile industry and financial
      service sectors account for 31% combined. Our customers are top tier advertisers
      and include Imported Volkswagen Car Co., Ltd., China Construction Bank Co.,
      Ltd.
      Tianjin Branch, Tianjin Wanke Realestate Co., Ltd. and Tianjin Xingguang Canlan
      Entertainment Co., Ltd.





Customers
      purchase radio advertising either directly from us, through an advertising
      agent
      or through our exclusive sales and marketing partner for the Tianjin business.





Management
      has begun to establish relationships with the tier 1 advertising agencies in
      China and plans to use them to acquire new customers at the point Legend Media
      has a significant inventory base. Management plans to expand our real estate
      advertising client base while balancing the sector mix with additional
      automobile, consumer goods, and financial services brands. As real estate only
      makes up 4% of China's national radio advertising sales, the Company plans
      to
      use current real estate sales as a base to expand into the more prominent
      automobile, financial services and leisure industries. The Company is reliant
      on
      the real estate industry, and our large customers are associated with that
      industry. A significant downturn in the real estate market and the subsequent
      loss of a few of our larger customers would have a material adverse effect
      on
      our business. Management is looking to diversify our customer base to minimize
      the impact of any one industry or customer group on the overall performance
      of
      the business.





**Competition**





The
      radio
      advertising industry is highly fragmented and has not had a dominant national
      force in the market as of yet. And while there is competition amongst radio
      advertising sales companies, the Company views its competition as coming from
      alternative advertising media, especially outdoor advertising. As radio is
      only
      2.6% of the entire advertising industry in China, the primary competition issue
      is one of promoting the value proposition of radio advertising versus the
      alternatives. One of Legend Media’s key strategic goals is to market the
      industry as a whole to maximize the value of the industry.





Currently,
      in the radio advertising industry specifically, there are hundreds of companies
      selling radio advertising. The most successful of which is the agency owned
      by
      the Beijing Radio Station which is the number one radio station in China.
      Outside of Beijing Radio Station, the four largest competitors to Legend Media
      are and are expected to continue to be Yuan Chuan Radio, based in Shanghai,
      Beijing Universal Chief Advertising, based in Beijing, Simulcast (a joint
      venture between Beijing Radio and Phoenix Satellite TV), based in Beijing,
      and
      Xinhua Finance Media Limited, based in Shanghai. We believe that the market
      remains wide open for a dominant market leader as the largest of the competitors
      only controls an estimated 350,000 minutes annually.


11


The
      Company views the keys to successfully competing as being a) staying focused
      on
      expanding inventory first, b) always promoting the industry and c) moving
      quickly as the opportunity will not last forever.





**Sales
      and Marketing**





The
      Company views all employees as being part of the sales and marketing process
      as
      the Company’s stated purpose is to sell radio advertising. The organization is
      structured along those lines with the view that every point of contact from
      the
      first contact to invoicing is a chance to exceed customer expectations and
      encourage future sales.





As
      of
      September 30, 2008, we have a total staff of 38 with 23 dedicated to sales.
      Each
      member of the team focuses their efforts on a specific radio channel while
      being
      managed by a common executive across the enterprise. The sales efforts for
      each
      radio channel are collected at the corporate level and where appropriate
      customers and sales leads are shared with other radio channels ensuring the
      maximum opportunity to cross sell and service the customer’s needs.





Legend
      Media also has sales and marketing relationships that help the sales process
      by
      using existing relationships to promote the Company’s advertising inventory.
      These customers are also added to the group level customer management system
      to
      achieve maximum service levels and cross selling opportunities.





**Seasonality**





The
      radio
      advertising industry in China is seasonal and, for the most part, tracks
      consumer spending and the resulting advertising trends. The advertising cycle
      in
      China typically peaks toward the end of each calendar year with a decline during
      January and February due to the Chinese Lunar New Year. Currently, the biggest
      seasonal impact on radio advertising is the Chinese Lunar New Year as the market
      is still developing and less impacted by other seasonal influences that impact
      the advertising industry as a whole.





**Government
      Regulation**





The
      PRC
      government views the media industry as an industry of national importance.
      This
      means that the media industry is extensively regulated, including radio,
      television, newspapers, magazines and advertising. The regulations imposed
      structure our decisions and the Company is committed to following all imposed
      regulations.





The
      key
      regulations relevant to the Company’s activities in China are:





o
            The
                laws and regulations that govern investments of capital, especially
                foreign capital, in the media industry. Under the PRC laws, “foreign”
                includes Hong Kong, Taiwan and Macau. As a result of the restrictions,
                we
                operate our business in China through a series of contractual arrangements
                which provide effective control over the PRC entities without direct
                ownership;


o
            The
                laws and regulations specifically related to advertising as whole
                and
                radio advertising specifically; and


o
            Regulations
                on foreign currency exchange.





***Limitations
      on Foreign Ownership in the Advertising Industry***





The
      principal regulations governing foreign ownership in the advertising industry
      in
      China include:





o
            The
                Catalogue for Guiding Foreign Investment in Industry (2004); and


o
            The
                Administrative Regulations on Foreign-invested Advertising Enterprises
                (2004).





These
      regulations set the guidelines by which foreign entities may directly invest
      in
      the advertising industry. The regulations require foreign entities that directly
      invest in the China advertising industry to have at least two years of direct
      operations in the advertising industry outside of China. Further, since December
      10, 2005, 100% ownership in Chinese advertising companies is allowed, but a
      foreign company must have at least three years of direct operations in the
      advertising industry outside of China.


12


Because
      we have not been involved in advertising outside of China for the required
      number of years, our domestic PRC operating subsidiaries, which are considered
      foreign invested, are currently ineligible to apply for the required advertising
      services licenses in China. Our PRC operating affiliates hold the requisite
      licenses to provide advertising services in China and they are owned or
      controlled by PRC citizens designated by us. Our radio advertising business
      operates in China though contractual arrangements with consolidated entities
      in
      China. We, Legend (Beijing) Consulting Co. Ltd, and Legend (Beijing) Information
      and Technology Co., Ltd have entered into a series of contractual arrangements
      with our PRC operating affiliates and their respective shareholders under
      which:





o
            We
                are able to exert effective control over the PRC operating affiliates;


o
            A
                substantial portion of the economic benefits of our PRC operating
                affiliates will be transferred to us; and


o
            We
                can consolidate the results in our financial
                statements.





Our
      PRC
      counsel, Hawkhigh Law Firm, reviews all agreements entered into in China.
      Hawkhigh structured the PRC based business and advised the Company regarding
      a)
      the ownership structure established to operate in China and comply with existing
      PRC laws and regulations, and b) whether the contractual arrangements between
      Legend (Beijing) Consulting Co., Ltd and Legend (Beijing) Information and
      Technology Co., Ltd, and their respective PRC affiliates and PRC shareholders,
      are valid, binding and enforceable.





Our
      counsel has advised us that there are uncertainties regarding the interpretation
      and application of current and future PRC laws and regulations. For that reason,
      there can be no assurance that the PRC regulatory authorities will not in the
      future take a view that is contrary to that of our PRC legal counsel. Further,
      PRC counsel has also advised that we could be subject to severe penalties if
      the
      PRC government determines that the agreements establishing the structure for
      operating our PRC advertising business do not comply with PRC government
      restrictions on foreign investment in the advertising industry.





***Regulations
      on the advertising industry***





The
      principal regulations governing the PRC advertising industry include:





•
            The
                Advertising Law promulgated by the National People’s Congress on
                October 27, 1994;•
            The
                Administration Regulations of Advertising Industry, promulgated by
                the
                State Council on October 26, 1987; and•
            The
                Implementation Rule of Advertising Industry Administration, or the
                Implementation Rule, promulgated by the State Administration for
                Industry
                and Commence on January 9, 1988, amended in 1998, 2000 and 2004, and
                effective as of January 1, 2005.


The
      regulations stipulate that companies engaging in advertising activities must
      obtain from the State Administration for Industry and Commerce ("SAIC"), or
      its
      local branches, a business license which specifically includes operating an
      advertising business within its business scope. A company conducting advertising
      activities without such a license may be subject to penalties, including fines,
      confiscation of advertising income and orders to cease advertising operation.
      The business license of an advertising company is valid for the duration of
      its
      existence, unless the license is suspended or revoked due to a violation of
      any
      relevant law or regulation.





We
      do not
      expect to encounter any difficulties in maintaining our business licenses.
      Each
      of our affiliated PRC companies has obtained such a business license as required
      by PRC regulations. We work with various advertising agencies and to the best
      of
      our knowledge these advertising agents also have the required business licenses
      as required by PRC law, although it is possible that one or more them my not
      be
      in compliance at any given time. We will terminate any relationship that is
      deemed to be with an entity that is not properly licensed per the regulations
      set by the PRC.


13


***Advertising
      content***





PRC
      advertising laws and regulations set forth certain content requirements for
      advertisements in China, which include prohibitions on, among other things,
      false or misleading content, superlative wording, socially destabilizing content
      or content involving obscenities, superstition, violence, discrimination or
      infringement of the public interest. Advertisements for anesthetic,
      psychotropic, toxic or radioactive drugs are prohibited. It is prohibited to
      disseminate tobacco advertisements via radio, film, television, newspapers
      or
      magazines. It is also prohibited to display tobacco advertisements in any
      waiting lounge, theater, cinema, conference hall, stadium or other public area.
      There are also specific restrictions and requirements regarding advertisements
      that relate to matters such as patented products or processes, pharmaceuticals,
      medical instruments, agrochemicals, foodstuff, alcohol and cosmetics. In
      addition, all advertisements relating to pharmaceuticals, medical instruments,
      agrochemicals and veterinary pharmaceuticals advertised through radio, film,
      television, newspapers, magazines, out-of-home and other forms of media,
      together with any other advertisements which are subject to censorship by
      administrative authorities according to relevant laws and administrative
      regulations, must be submitted to relevant administrative authorities for
      content approval prior to dissemination.








Advertisers,
      advertising operators and advertising distributors are required by PRC
      advertising laws and regulations to ensure that the content of the
      advertisements they prepare or distribute are true and in full compliance with
      applicable law. In providing advertising services, advertising operators and
      advertising distributors must review the prescribed supporting documents
      provided by advertisers for advertisements and verify that the content of the
      advertisements comply with applicable PRC laws and regulations. In addition,
      prior to distributing advertisements for certain commodities which are subject
      to government censorship and approval, advertising distributors are obligated
      to
      ensure that such censorship has been performed and approval has been obtained.
      Violation of these regulations may result in penalties, including fines,
      confiscation of advertising income, orders to cease dissemination of the
      advertisements and orders to publish an advertisement correcting the misleading
      information. In circumstances involving serious violations, the SAIC or its
      local branches may revoke violators’ licenses or permits for advertising
      business operations. Furthermore, advertisers, advertising operators or
      advertising distributors may be subject to civil liability if they infringe
      on
      the legal rights and interests of third parties in the course of their
      advertising business.





The
      radio
      industry is plagued by the airing of what are termed “medical advertisements” or
      advertisements that promote products with claims of specific medical benefits.
      The Chinese regulatory body has taken notice of these advertisements and such
      added review has lead to the absolute prohibition of such advertisements. Though
      prohibited, these advertisements still are estimated to account for more than
      45% of the revenues generated by the radio advertising industry. Further, these
      advertisements, in most cases outside of the tier 1 cities, represent the
      majority of revenues for radio channels. As such, the local authorities have
      taken a passive approach to enforcement and allowed channels to continue to
      air
      the advertisements. Not allowing such would result in a mass crisis in the
      radio
      industry and the inability of many stations to cover expenses. Though passively
      enforced, it is believed that over the coming years the regulatory body will
      become more strict and look to completely eliminate such
      advertisements.





Legend
      Media and our affiliates are committed to the direction set forth by the
      regulatory body and today do not sell or air any such “medial advertisements.”
However, with expansion the Company expects it may encounter situations where
      new relationships with radio stations and other advertising companies result
      in
      the airing of such restricted content. The Company’s management has a strict
      policy of not selling such advertisements but accepts the terms of future
      relationships may require such advertisements to be aired as the Company works
      to eliminate and replace the advertisements with unrestricted contents.





**Item
      1A.** ***Risk
      Factors***





The
      risk
      factors listed in this section and other factors noted herein or incorporated
      by
      reference could cause our actual results to differ materially from those
      contained in any forward-looking statements. The following risk factors, in
      addition to the information discussed elsewhere herein, should be carefully
      considered in evaluating us and our business:


14




***We
      have a limited operating history, which may make it difficult for you to
      evaluate our business and prospects.***




We
      began
      operations in China in February 8, 2008 and had our first month of revenue
      operations in China starting June 1, 2008. We entered into two Memoranda of
      Understanding in February 2008 and closed our first acquisition in May 2008
      for
      radio advertising inventory for a radio channel in Tianjin, China. We secured
      our radio advertising minutes in Beijing in July 2008. As such, we have a very
      limited operating history upon which you can evaluate the viability and
      sustainability of our business and its acceptance by advertisers and consumers.
      It is also difficult to evaluate the viability of radio advertising in China
      because the industry is still underdeveloped and we do not have the experience
      to know how the radio advertising industry will develop in China. In addition,
      due to our short operating history in China and recent additions to our
      management team, some of our senior management and employees have only worked
      together at the Company for a relatively short period of time. As a result,
      it
      may be difficult for you to evaluate the effectiveness of our senior management
      and other key employees and their ability to address future challenges to our
      business.




***Our
      failure to maintain relationships with radio stations and specific radio
      channels would harm our business and prospects.***




Our
      ability to generate revenues from advertising sales depends on our ability
      to
      air advertisements on radio channels. Our ability to place advertisements on
      specific radio channels in large part is related to our ability to secure and
      maintain exclusive sales agreements with radio channels in China. This, in
      turn,
      requires that we develop and maintain business relationships with national,
      regional and local radio stations as well as with national and local government
      agencies. As of June 30, 2008, we were in control of 54 minutes of radio
      advertising per day in Tianjin, China. In July 2008, we added 126 minutes of
      advertising per day in Beijing. In August 2008, the Company added an additional
      126 minutes of advertising in Shenzhen, China. In total, the Company controls
      306 minutes of inventory per day, or 111,690 minutes per year. We have entered
      into three exclusive advertising agency arrangements with different entities.
      We
      cannot assure you that we can maintain these relationships on satisfactory
      terms, or at all. If we fail to maintain relationships with radio stations
      we
      would be at risk of losing our rights to be the exclusive advertising agent
      for
      the respective channel. In turn, we would lose inventory and be unable to
      satisfy our customers’ advertising needs.




***We
      derive nearly all of our revenues from the sale of radio advertising, and
      advertising is sensitive to overall economic trends, domestic consumption trends
      and advertising trends.***





Demand
      for advertising on the radio channels under contract by the Company, and the
      resulting advertising spending by our customers, is sensitive to changes in
      general economic conditions and specifically to changes in overall advertising
      spending. It is likely that a decline in overall advertising spending in China
      will have a greater impact on radio advertising as it will be deemed as a
      support medium and as such customers will shift a larger portion of spending
      to
      primary media such as television. Advertisers may reduce their investment in
      radio for any number of reasons, including:




o
            a
                general decline in economic conditions in China that impact the growth
                of
                domestic consumption in China;




o
            a
                decline in economic conditions in the cities where we maintain radio
                advertising operations;




o
            a
                decline in retail sale growth in China is likely to reduce the number
                of
                new brands trying to enter the
                market;




o
            a
                decision by customers to shift advertising investment from radio
                to other
                available advertising media;




o
            a
                decline in advertising spending in general;
                or




o
            an
                overall decrease in advertising investment in China and for radio
                advertising in particular would materially and adversely affect our
                current operations and our ability to execute on our business
                plan.





***Our
      quarterly operating results are difficult to predict and may fluctuate
      significantly from period to period in the future.***




Our
      quarterly operating results are difficult to predict and may fluctuate
      significantly from period to period based on the seasonality of consumer
      spending and corresponding advertising trends in China. Revenues of our business
      are largely dependent on overall advertising expenditures. Overall advertising
      in China tends to decrease during January and February each year due to the
      Chinese Lunar New Year holiday. We also expect to expect to experience
      fluctuations around overall commercial slowdowns which can be influenced by
      external influences. As radio is a support medium to other advertising media,
      our operating results are likely to fluctuate as overall advertising spending
      decreases. The reduction in overall advertising spending in the market is likely
      to cause advertisers to shift their marketing mix and, in turn, reduce the
      percentage of advertising spending on radio advertising. As a result, you may
      not be able to rely on period to period comparisons of our operating results
      as
      an indication of our future performance. A large portion of costs are fixed
      thus, if
      our
      revenues for a particular quarter are lower than expected, we may be unable
      to
      reduce our operating expenses for that quarter by a corresponding amount, which
      would harm our operating results for that quarter relative to our operating
      results from other quarters.


15




***If
      advertisers or the listening public do not accept, or lose interest in, our
      radio advertising, our revenues may be negatively affected and our business
      may
      not expand or be successful.***




The
      radio
      advertising industry in China is small and underdeveloped in comparison to
      alternative advertising media including television, outdoor, Internet,
      newspapers and magazines. We compete with each of these media and others for
      a
      share of the advertising spending of our current and prospective customers.
      Our
      success depends upon the emergence of radio as a viable messaging medium, the
      continued increase in listenership and ultimately the broader acceptance of
      radio by the advertisers themselves. Advertisers may elect not to invest in
      radio advertising as a whole or not use our specific services. If a substantial
      number of advertisers lose interest in advertising on the radio or on our
      channels specifically, we will be unable to generate sufficient revenues and
      cash flows to operate our business, and our financial condition and results
      of
      operations would be materially and adversely affected.




***The
      process of building a relationship with a radio channel and then gaining
      exclusive rights to their advertising inventory can be time consuming and
      requires resources, mostly management’s time and attention, from which we may be
      unable to recognize the anticipated benefits.***




Our
      business plan depends largely on our ability to gain the exclusive rights to
      many radio channels across China. The process depends on our ability to
      establish relationships with local, regional and national radio stations which
      control up to 10 radio channels. Establishing these relationships and securing
      the exclusive rights to radio advertising inventory can be lengthy and often
      not
      result in the actual securing of the exclusive rights. We often need to convince
      radio stations about the benefit of partnering with us to ensure they maximize
      the value of their individual channels and station as a whole. We invest
      considerable time and effort into the process but the radio station may decide
      not to partner with us. If a majority of targets decide not to partner with
      us,
      we will not be able to grow our business or revenues as planned.




***The
      acquisition of additional exclusive radio advertising inventory requires
      significant up front costs that may not be immediately
      recoverable.***




Once
      we
      sign a contract with a radio channel to acquire the exclusive sales and
      marketing rights for its advertising inventory, we must immediately deposit
      up
      to 25% of the first year's contract price. Such deposits are usually held for
      the term of the contract and often roll-over as contracts are renewed. Further,
      we often have to establish a new sales office to handle the new contract. Such
      deposits and investments usually come months before any revenue is generated
      by
      the new contact. We may also experience further delays in revenue generation,
      if
      any, due to deployment delays or difficulties in selling advertising time to
      new
      or current advertisers to be aired on the new radio channels
      acquired.




***The
      acquisition of additional exclusive radio advertising inventory may result
      in
      the Company placing advertisements that are
      restricted.***




The
      acquisition of new advertising inventory either through new contracts with
      channels or the acquisition of competing business may result in the Company
      placing advertisements that are restricted by the regulatory body. An estimated
      40% to 50% of the current radio advertising in China is being sold to companies
      placing “medical advertisements.” These advertisements are restricted and per
      the regulatory body may not be aired without the prior approval by relevant
      government authorities. However, the local regulatory bodies have overlooked
      strict enforcement so far due to concerns that strict enforcement may lead
      to a
      financial crisis in the radio industry. As we expand our inventory we are likely
      to be in a situation where an acquisition and / or radio channel has an existing
      level of sales being derived from such advertisements. The Company plans to
      eliminate such advertisements but may not be able to immediately as many of
      these advertisements are content substitutes which will require the channels
      to
      replace the content prior to eliminating the advertisements. Further, the
      Company, as part of the negotiations with radio channels, may offer a timed
      removal of the advertisements as they often provide an existing source of
      revenue that can not be immediately replaced and that offsets the immediate
      costs associated with a new contract. The Company, as a core principle, will
      follow all applicable advertising laws; however, the Company also accepts the
      need at times to phase the restricted advertisements out versus an immediate
      removal.


16


There
      are
      no guarantees the regulatory body will not take immediate action to eliminate
      all such restricted advertisements. If the Company through acquisitions and
      new
      contacts implements a phase out approach to such advertisements, a change in
      regulatory action would adversely impact the result of the Company. The Company
      does not currently sell any such restricted advertisements.




***We
      face significant competition from alternative advertising media, and if we
      do
      not compete successfully against new and existing competitors, we may not be
      able to execute on our plan, and our profitability may be adversely affected.***




The
      radio
      industry in China is underdeveloped and for the most underutilized by
      advertisers in the market. We are competing first and foremost with alternative
      advertising media to increase the overall level of investment in radio
      advertising in China. We compete with other mobile digital television
      advertising companies and other new media advertising companies in China.
      Further, if the radio advertising industry expands as expected in the coming
      years, the Company is likely to face an influx of new competitors focused on
      selling radio advertising. We compete for advertising customers primarily on
      the
      basis of cost of impressions and reach of the radio channels we have under
      contract. Specifically in the radio advertising industry we compete with Yuan
      Chuan Radio, Beijing Universal Chief Advertising, Simulcast, Beijing Radio
      Station, Xinhua Finance Media Unlimited and numerous other smaller radio
      advertising companies. We also face competition from radio stations that
      establish their own sales networks. The Company views the primary competition
      as
      coming from other advertising media, such as television, outdoor, newspapers,
      magazines and the Internet. The alternative media have already established
      a
      stronger presence in China and have a far more comprehensive and organized
      sales
      effort.




Further,
      we may also face competition from new entrants into the radio advertising
      market. Though we are working to acquire a significant amount of exclusive
      radio
      advertising minutes, the total amount of radio advertising inventory in China
      is
      approximately 80 million minutes. The vast amount of minutes across China means
      that as radio become a more viable advertising medium, there will be plenty
      of
      inventory available for competitors looking to enter the market. Therefore,
      we
      cannot assure you that we will succeed in executing on our plan of gaining
      a
      market leading amount of advertising under contract at very attractive rates.




Increased
      competition could reduce our ability to secure new contracts for radio
      advertising, attract new customers and maintain our planned growth trajectory.
      We cannot assure you that we will be able to successfully compete against new
      or
      existing competitors.




***If
      we or someone else in the radio advertising industry does not “champion” the
      industry, we may not be able to execute on our sales plan, and our profitability
      may be adversely affected.***




We
      believe that the radio industry in China is underdeveloped and for the most
      underutilized by advertisers in the market. As such, the industry will require
      a
“champion” to promote the inherent benefits of adding radio advertising to
      existing marketing activities. Companies in China, to date, have not adopted
      radio as part of the advertising plan as companies have done in other parts
      of
      the world. For the industry to meet the more aggressive growth forecasts, we
      believe that the medium as a whole will have to become a larger part of the
      marketing spending by larger advertisers in China. We expect to take an active
      role in championing the industry but accept that this will require an investment
      of time and resources. There are no guarantees that an effort to promote the
      radio advertising industry will be successful in attracting an increased market
      share of radio advertising. We cannot assure you that we will be able to
      efficiently or effectively promote the radio advertising industry to become
      a
      larger portion of the total advertising spending. Any failure to effectively
      develop the radio advertising industry may materially and adversely affect
      our
      business and future growth.





***Acquisitions
      of existing radio advertising businesses and new exclusive contracts with radio
      channels may expose us to potential risks and have an adverse effect on our
      ability to manage our business.***





Selective
      acquisitions and new deals directly with radio channels form a major part of
      our
      strategy to further expand our business. As we are presented with appropriate
      opportunities, we may acquire additional businesses or exclusive contracts
      for
      radio advertising that are part of our core business. Our integration of the
      acquired entities and contacts into our business may not be successful and
      may
      not enable us to expand into new markets. This would significantly affect the
      expected benefits of these acquisitions. Moreover, the integration of new
      acquisitions have required, and will continue to require, significant attention
      from our management. Future acquisitions will also likely present similar
      challenges.


17


The
      diversion of our management’s attention and difficulties encountered in any
      integration process could have an adverse effect on our ability to manage our
      business. In addition, we may face challenges trying to integrate new
      operations, services and personnel with our existing operations. Our recent
      acquisitions and possible future acquisitions may also expose us to other
      potential risks, including risks associated with unforeseen or hidden
      liabilities, the diversion of resources from our existing businesses and
      technologies, our inability to generate sufficient revenues to offset the costs,
      expenses of acquisitions and potential loss of, or harm to, relationships with
      employees and advertising customers as a result of our integration of new
      businesses and new regulations governing cross-border investment by PRC
      residents.





***There
      may be unknown risks inherent in our acquisitions and signing of new contracts
      with radio channels for the exclusive sales and marketing rights of their
      advertising inventory.***





Although
      we have conducted due diligence with respect to the major acquisitions we have
      undertaken and expect to do so with respect to future acquisitions, we may
      not
      be aware of all of the risks associated with the targets of such acquisitions.
      Any discovery of adverse information concerning any company we have acquired
      could have a material adverse effect on our business, financial condition and
      results of operations. While we are entitled to seek indemnification in certain
      circumstances, successfully asserting indemnification or enforcing such
      indemnification could be costly and time consuming or may not be successful
      at
      all.





***Failure
      to manage our growth could strain our management, operational and other
      resources and we may not be able to achieve anticipated levels of growth in
      the
      new networks and media platforms we are beginning to operate, either of which
      could materially and adversely affect our business and growth potential.***





We
      have
      been expanding our operations and plan to continue to expand rapidly in China.
      We must continue to expand our operations to meet our plan and the expected
      needs of the emerging radio advertising industry. We must continue to sign
      new
      contracts for the exclusive rights to radio advertising inventory across China.
      We also need to take advantage of the current environment that provides the
      opportunities to enter into such agreements. This expansion has resulted, and
      will continue to result, in substantial demands on our management's resources.
      It has also increased our need for a reliable supply of management to handle
      the
      sales and marketing activities needed in the expanding markets. To manage our
      growth, we must develop and improve our existing administrative and operational
      systems and, our financial and management controls and further expand, train
      and
      manage our work force. We may not be able to manage our current or future
      expansion as it extends beyond our base of operations in Beijing, China. We
      cannot assure you that we will be able to efficiently or effectively manage
      the
      growth of our operations, recruit top talent and train our personnel. Any
      failure to efficiently manage our expansion may materially and adversely affect
      our business and future growth.





***Our
      business depends substantially on the continuing efforts of our key executives.
      Our business may be severely disrupted if we lose their services.***








Our
      future success heavily depends upon the continued services of our key
      executives, particularly Jeffrey Dash, who is the Chief Executive Officer and
      Chief Financial Officer of the Company. Our Chief Executive Officer also serves
      as the Chief Financial Officer and will be required to devote some amount of
      time in that capacity. None of our key executives, other than Mr. Dash, has
      an
      employment agreement with Legend Media. Further, Mr. Dash's employment agreement
      does not contain a specific term. We rely on the expertise of our key executives
      in business operations and the advertising industries and on their relationships
      with our stockholders, business partners and regulators. If one or more of
      our
      key executives are unable or unwilling to continue in their present positions,
      we may not be able to replace them easily or at all. Therefore, our business
      may
      be severely disrupted, our financial condition and results of operations may
      be
      materially and adversely affected and we may incur additional expenses to
      recruit and train personnel.


18





***Our
      senior management and employees have worked together for a short period of
      time,
      which may make it difficult for you to evaluate their effectiveness and ability
      to address challenges.***








Due
      to
      our limited operating history, certain of our senior management and employees
      have worked together at the Company for a relatively short period of time.
      As a
      result of these circumstances, it may be difficult for you to evaluate the
      effectiveness of our senior management and other key employees and their ability
      to work with the employees of our operating groups and address future challenges
      to our business.











***If
      we are unable to attract, train and retain key individuals, highly skilled
      employees and important talent, our business may be adversely affected.***








We
      need
      to hire additional employees, including personnel to sell our radio advertising
      inventory and administrative staff to support our operations. If we are unable
      to identify, attract, hire, train and retain individuals in these areas or
      retain our existing employees, due to our failure to provide them with adequate
      incentives or otherwise, the effectiveness of our sales efforts and overall
      business management may be negatively impacted, which could adversely affect
      our
      business, expansion and results of operations.




***We
      may be subject to intellectual property infringement claims, which may force
      us
      to incur legal expenses and could potentially result in judgments against us,
      which may materially disrupt our business.***





We
      cannot
      be certain that our radio advertising content or other aspects of our business
      do not or will not infringe upon patents, copyrights or other intellectual
      property rights held by third parties. Although we are not aware of any such
      claims, we may become subject to legal proceedings and claims from time to
      time
      relating to the intellectual property of others in the ordinary course of our
      business. If we are found to have violated the intellectual property rights
      of
      others, we may be enjoined from using such intellectual property, and we may
      incur licensing fees or be forced to develop alternatives. In addition, we
      may
      incur substantial expenses in defending against these third party infringement
      claims, regardless of their merit. Successful infringement or licensing claims
      against us may impact our ability to place advertisement for our customers
      or in
      substantial monetary liabilities, which may materially and adversely disrupt
      our
      business.




***If
      we fail to implement effective internal controls required by the Sarbanes-Oxley
      Act of 2002, to remedy any material weaknesses in our internal controls that
      we
      may identify, or to obtain the attestation required by Section 404 of the
      Sarbanes-Oxley Act of 2002, such failure could result in material misstatements
      in our financial statements, cause investors to lose confidence in our reported
      financial information and have a negative effect on the trading price of our
      common stock.***





Section
      404 of the Sarbanes-Oxley Act of 2002 requires management of public companies
      to
      develop and implement internal controls over financial reporting and evaluate
      the effectiveness thereof, and the independent auditors to attest to the
      effectiveness of such internal controls and the evaluation performed by
      management. We have not yet been required to obtain the independent auditor
      attestation required by the Sarbanes-Oxley Act of 2002.





Any
      failure to complete our assessment of our internal controls over financial
      reporting, to remediate any material weaknesses that we may identify, or to
      implement new or improved controls, or difficulties encountered in their
      implementation, could harm our operating results, cause us to fail to meet
      our
      reporting obligations or result in material misstatements in our financial
      statements. Any such failure also could adversely affect the results of the
      periodic management evaluations of our internal controls and, in the case of
      a
      failure to remediate any material weaknesses that we may identify, would
      adversely affect our ability to obtain the annual auditor attestation reports
      regarding the effectiveness of our internal controls over financial reporting
      that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate
      internal controls could also cause investors to lose confidence in our reported
      financial information, which could have a negative effect on the trading price
      of our common stock.





Further,
      because some members of our management team have limited or no experience
      operating a publicly-traded company, we may need to recruit, hire, train and
      retain additional financial reporting, internal controls and other personnel
      in
      order to develop and implement appropriate internal controls and reporting
      procedures. This may be time consuming, difficult and costly for
      us.


19


***We
      need additional capital and we may not be able to obtain it, which could
      adversely affect our liquidity and financial position.***





We
      will
      require additional cash resources in order to make acquisitions, secure new
      radio advertising inventory and achieve our business plan. We plan to expand
      through new contracts and acquisitions. We have identified many targets but
      still many have not been identified. The Company will need additional capital
      to
      execute on its current business plan. The exact cost of acquisitions and the
      cost of signing new contracts for radio advertising is not known until the
      opportunities are analyzed, due diligence has commenced and negotiations are
      underway. The Company will need to raise additional capital to expand at the
      planned rate. The sale of additional equity securities could result in
      additional dilution to our stockholders. The
      incurrence of indebtedness would result in increased debt service obligations
      and could result in operating and financing covenants that would restrict our
      operations. We may not be able to obtain financing in amounts or on terms
      acceptable to us, if at all. As a result, our operating results and financial
      condition could be adversely affected.





Our
      ability to obtain additional capital on acceptable terms is subject to a variety
      of uncertainties, including:




o
            Investors’
                perception of, and demand for, securities of radio advertising companies;




o
            A
                decline in economic conditions in China leading to reduced demand
                for
                securities of Chinese advertising companies
                overall;




o
            Conditions
                of the U.S. and other capital markets in which we may seek to raise
                funds;




o
            Our
                future results of operations, financial condition and cash flows;
                and




o
            PRC
                governmental regulation of foreign investment in advertising services
                companies in China.





We
      cannot
      assure you that financing will be available in amounts or on terms acceptable
      to
      us, if at all. Any failure by us to raise additional funds on terms favorable
      to
      us could have a material adverse effect on our liquidity and financial
      condition.




***We
      have limited insurance coverage for our operations in China.***




The
      insurance industry in China is still at an early stage of development. Insurance
      companies in China offer limited insurance products. We have determined that
      the
      risks of disruption or liability from our business, the loss or damage to our
      property, including our facilities, equipment and office furniture, the cost
      of
      insuring for these risks, and the difficulties associated with acquiring such
      insurance on commercially reasonable terms make it impractical for us to have
      such insurance. As a result, we do not have any business liability, disruption,
      litigation or property insurance coverage for our operations in China. Any
      uninsured occurrence of loss or damage to property, or litigation or business
      disruption may result in the incurrence of substantial costs and the diversion
      of resources, which could have an adverse effect on our operating results.





**Risks
      related to the regulation of our business and to our structure**





***If
      the PRC government finds that the agreements that establish the structure for
      operating our China business do not comply with PRC governmental restrictions
      on
      foreign investment in the advertising industry, we could be subject to severe
      penalties.***




The
      PRC
      government requires foreign entities that invest in PRC companies providing
      advertising services to have at least two years of direct operations in the
      advertising industry outside of China. We have recently entered the radio
      advertising industry and have not operated any advertising business outside
      of
      China and therefore, we currently do not qualify to directly invest in or
      provide advertising services in China. We are a Nevada based company with
      subsidiaries in the British Virgin Islands and Hong Kong and therefore treated
      as foreign entity under Chinese law. Accordingly, our China based subsidiaries
      Legend (Beijing) Consulting Co., Ltd and Legend (Beijing) Information and
      Technology Co., Ltd are currently ineligible to apply for the required licenses
      to provide advertising services in China. Our business is currently operated
      through our contractual arrangements with our consolidated affiliated entities,
      Tianjin Yinse Lingdong Advertising Co., Ltd. and Beijing Maihesi International
      Advertising Co., Ltd. Both Tianjin Yinse Lingdong Advertising Co., Ltd. and
      Beijing Maihesi International Advertising Co., Ltd. are currently owned by
      Ju
      Baochun and Xue Wei and hold the requisite licenses to provide advertising
      services in China.




Tianjing
      Yinse Lingdong Advertising Co., Ltd. and Beijing Mahesi International
      Advertising Co. Ltd. directly operate our advertising business, sell advertising
      time to our customers and enter into sales and marketing agreements with radio
      stations. We have been and will continue to be dependent on the two PRC
      companies to operate and build our business. We do not have any equity interest
      in Tianjing Yinse Lingdong Advertising Co., Ltd. and Beijing Maihesi
      International Advertising Co., Ltd., but receive the economic benefits of
      ownership through various contractual arrangements. We have entered into
      contractual arrangements with PRC operating affiliates and their respective
      subsidiaries, pursuant to which we, through our PRC operating subsidiaries,
      provide technical support and consulting services to our PRC operating
      affiliates and their subsidiaries. In addition, we have entered into agreements
      with our PRC operating affiliates and each of their shareholders which provide
      us with the substantial ability to control these affiliates and their existing
      and future subsidiaries.


20


If
      we, or
      our existing or future PRC operating subsidiaries and affiliates, are found
      to
      be in violation of any existing or future PRC laws or regulations or fail to
      obtain or maintain any of the required permits or approvals, the relevant PRC
      regulatory authorities, including the SAIC, which regulates the registration
      and
      operation of advertising companies, would have broad discretion in dealing
      with
      such violations, including:




o
            Revoking
                the business and operating licenses of our PRC subsidiaries and
                affiliates;




o
            Discontinuing
                or restricting our PRC subsidiaries’ and affiliates’ operations;




o
            Imposing
                fines, confiscating the income of our PRC subsidiaries and affiliates
                or
                our income, or imposing conditions or requirements with which we
                or our
                PRC subsidiaries and affiliates may not be able to
                comply;




o
            Requiring
                us or our PRC subsidiaries and affiliates to restructure the relevant
                ownership structure or operations;
                or




o
            Restricting
                or prohibiting our use of the proceeds from our initial public offering
                or
                private placement to finance our business and operations in
                China.





The
      imposition of any of these penalties would result in a material and adverse
      effect on our ability to conduct our business.





***We
      rely on contractual arrangements with our PRC operating affiliates and their
      subsidiaries and shareholders for our China operations, which may not be as
      effective in providing operational control as direct ownership.***




We
      rely
      on contractual arrangements with several affiliated PRC entities and their
      respective shareholders to operate our advertising business in China. These
      contractual arrangements may not be as effective in providing us with control
      over our PRC operating affiliates and their subsidiaries as direct ownership.
      If
      we had direct ownership of our PRC operating affiliates and their respective
      subsidiaries, we would be able to exercise our rights as a shareholder to effect
      changes in the board of directors of those companies, which in turn could effect
      changes, subject to any applicable fiduciary obligations, at the management
      level. However, under the current contractual arrangements, as a legal matter,
      if our PRC operating affiliates or any of their subsidiaries and shareholders
      fails to perform its or his respective obligations under these contractual
      arrangements, we may have to incur substantial costs and resources to enforce
      such arrangements, and rely on legal remedies under PRC law, including seeking
      specific performance or injunctive relief, and claiming damages, which we cannot
      assure you to be effective. For example, if shareholders of Tianjing Yinse
      Lingdong Advertising Co., Ltd. were to refuse to transfer equity interests
      in
      Tianjing Yinse Lingdong Advertising Co., Ltd. to us or our designated persons
      when we exercise the purchase option pursuant to these contractual arrangements,
      or if the shareholders were otherwise to act in bad faith toward us, then we
      may
      have to take legal action to compel them to fulfill their contractual
      obligations. Accordingly, it may be difficult for us to change our corporate
      structure or to bring claims against our PRC operating affiliates if they do
      not
      perform their obligations under their contracts with us or if any of the PRC
      citizens who hold the equity interest in our PRC operating affiliates do not
      cooperate with any such actions.





Many
      of
      these contractual arrangements are governed by PRC laws and provide for the
      resolution of disputes through arbitration in Hong Kong. Accordingly, these
      contracts would be interpreted in accordance with PRC law and any disputes
      would
      be resolved in accordance with PRC laws. The legal environment in the PRC is
      not
      as developed as in other jurisdictions, such as the United States. As a result,
      uncertainties in the PRC legal system could limit our ability to enforce these
      contractual arrangements. In the event we are unable to enforce these
      contractual arrangements, we may not be able to exert effective control over
      our
      operating entities, and our ability to conduct our business may be negatively
      affected.


21


***Our
      contractual arrangements with our subsidiaries and affiliated entities may
      be
      subject to scrutiny by the PRC tax authorities and a finding that we owe
      additional taxes, could substantially increase our taxes owed, and reduce our
      net income.***




Under
      applicable PRC laws, rules and regulations, arrangements and transactions among
      related parties may be subject to audits or challenges by the PRC tax
      authorities. We are not able to determine whether any of these transactions
      will
      be regarded by the PRC tax authorities as arm’s length transactions. Based on
      our knowledge, the PRC tax authorities have not issued a ruling or
      interpretation in respect of the type of transaction structure similar to ours.
      The relevant tax authorities may determine that our contractual relationships
      were not entered into on an arm’s length basis. If any of the transactions are
      determined not to have been entered into on an arm’s length basis, or are found
      to result in an impermissible reduction in taxes under PRC law, the PRC tax
      authorities may adjust our profits and losses and assess more taxes on it.
      Further, the PRC tax authorities may impose late payment surcharges and other
      penalties for underpaid taxes. Our business may be materially and adversely
      affected if tax liabilities increase or if it is found to be subject to late
      payment surcharges or other penalties.





***The
      shareholders of our PRC affiliated entities may breach our agreements with
      them
      or may have potential conflicts of interest with us, and we may not be able
      to
      enter further agreements to extract economic benefits from these entities,
      which
      may materially and adversely affect our business and financial condition.***







The
      beneficial owners of Tianjing Yinse Lingdong Advertising Co., Ltd. and Beijing
      Maihesi International Advertising Co., Ltd. own a substantial portion of our
      common shares. Conflicts of interests between their dual roles as beneficial
      owners of both Tianjing Yinse Lingdong Advertising Co., Ltd. and Beijing Maihesi
      International Advertising Co., Ltd. and the Company may arise. We cannot assure
      you that when conflicts of interest arise, any or all of these individuals
      will
      act in the best interests of the Company or that any conflict of interest will
      be resolved in our favor. In addition, these individuals may breach or cause
      Tianjing Yinse Lingdong Advertising Co., Ltd. and Beijing Maihesi International
      Advertising Co., Ltd. to breach or refuse to renew the existing contractual
      arrangements that allow us to effectively control Tianjing Yinse Lingdong
      Advertising Co., Ltd. and Beijing Maihesi International Advertising Co., Ltd.
      and receive economic benefits from it. If we cannot resolve any conflicts of
      interest or disputes between us and the beneficial owners of Tianjing Yinse
      Lingdong Advertising Co., Ltd. and Beijing Maihesi International Advertising
      Co., Ltd., we would have to rely on legal proceedings, the outcome of which
      is
      uncertain and which could be disruptive to our business.





***Our
      business operations may be affected by legislative or regulatory changes.***





Changes
      in laws and regulations or interpretations therein, or the enactment of new
      laws
      and regulations governing placement or content radio advertising, our business
      licenses or otherwise affecting our business in China may materially and
      adversely affect our business prospects, expansion plans and results of
      operations.





**Risks
      Relating to Doing Business in the PRC**





***Adverse
      changes in political and economic policies of the PRC government could have
      a
      material adverse effect on the overall economic growth of China, which could
      reduce the demand for our products and materially and adversely affect our
      ability to execute on our plan and grow the business.***





Substantially
      all of our business operations are conducted in China and substantially all
      of
      our sales are made in China. Further, our entire growth plan is currently based
      on expanding our radio advertising business in China. Accordingly, our business,
      financial condition, results of operations and prospects are affected
      significantly by economic, political and legal developments in China. The
      Chinese economy differs from the economies of most developed countries in many
      respects, including:







o
            The
                degree of government involvement;




o
            The
                uncertainty and lack of visibility into the future plans of the
                government;




o
            The
                forecasted growth rate of the
                economy;




o
            The
                forecasted growth rate of domestic consumption;




o
            The
                control of foreign exchange; and




o
            Access
                to financing.


22


While
      the
      Chinese economy has grown significantly in the past 30 years, the growth has
      been uneven, both geographically and among various sectors of the economy.
      The
      PRC government has implemented various measures to encourage economic growth
      and
      guide the allocation of resources. Some of these measures benefit the overall
      Chinese economy, but may also have a negative effect on us. For example, our
      financial condition and results of operations may be materially and adversely
      affected by government control over capital investments or changes in tax
      regulations that are applicable to us. At the same time, the very same policies
      can generate opportunity as the government works to spread the wealth more
      evenly across China.




The
      PRC
      economy has been transitioning from a planned economy to a more market-oriented
      economy. Although the PRC government has in recent years implemented measures
      emphasizing the utilization of market forces for economic reform, the reduction
      of state ownership of productive assets and the establishment of sound corporate
      governance in business enterprises, a substantial portion of the productive
      assets in China is still owned by the PRC government. The continued control
      of
      these assets and other aspects of the national economy by the PRC government
      could materially and adversely affect our business. The Company depends on
      the
      ability to work with the government controlled radio stations to generate
      substantially all of their revenue.




A
      substantial portion of our assets are located in China and substantially all
      of
      our revenues are derived from our operations in China. Accordingly, our
      business, financial condition, results of operations and prospects are subject,
      to a significant extent, to economic, political and legal developments in China.




***There
      are uncertainties with respect to the PRC legal system that could limit the
      protections available to you and us.***




The
      PRC
      legal system is a civil law system based on written statutes. Unlike common
      law
      systems, it is a system in which decided legal cases have little precedential
      value. Each
      of
      our PRC operating subsidiaries and affiliates is subject to PRC laws and
      regulations. However,
      since the PRC legal system continues to rapidly evolve, the interpretations of
      many
      laws, regulations and rules are not always uniform and enforcement of these
      laws, regulations and rules involve uncertainties, which may limit legal
      protections available to us. For example, we may have to resort to
      administrative and court proceedings to enforce the legal protection that we
      enjoy either by law or contract. However, since PRC administrative and court
      authorities have significant discretion in interpreting and implementing
      statutory and contractual terms, it may be more difficult to evaluate the
      outcome of administrative and court proceedings and the level of legal
      protection we enjoy than in more developed legal systems. These uncertainties,
      including the inability to enforce our contracts, could materially and adversely
      affect our business and operation. Further, intellectual property rights and
      confidentiality protections in China may not be as effective as in the United
      States or other countries. Accordingly, we cannot predict the effect of future
      developments in the PRC legal system, particularly with regard to the
      advertising industry, including the promulgation of new laws, changes to
      existing laws or the interpretation or enforcement thereof, or the preemption
      of
      local regulations by national laws. These uncertainties could limit the legal
      protections available to us and other foreign investors, including you. In
      addition, any litigation in China may be protracted and result in substantial
      costs and diversion of our resources and management attention.




***You
      may experience difficulties effecting service of legal process, enforcing
      foreign judgments or bringing original actions in China based on United States
      or other foreign laws, against us, our management or the experts named in this
      annual report.***





We
      conduct substantially all of our operations in China and a substantial portion
      of our assets are located in China. In addition, most of our senior executive
      officers reside within China. As a result, it may not be possible to effect
      service of process within the United States or elsewhere outside China upon
      our
      senior executive officers, including with respect to matters arising under
      U.S.
      federal securities laws or applicable state securities laws. Moreover, PRC
      does
      not have treaties with the United States or many other countries providing
      for
      the reciprocal recognition and enforcement of civil judgments of
      courts.





***Recent
      PRC regulations relating to offshore investment activities by PRC residents
      may
      increase our administrative burden and restrict our overseas and cross-border
      investment activity. If our stockholders who are PRC residents fail to make
      any
      required applications and filings under such regulations, we may be unable
      to
      distribute profits and may become subject to liability under PRC laws.***





SAFE
      has
      promulgated several regulations, including SAFE Circular No. 75 issued in
      November 2005 and its implementation rule issued in May 2007, that require
      PRC
      residents and PRC corporate entities to register with local branches of SAFE
      in
      connection with their direct or indirect offshore investment in an overseas
      special purpose vehicles, or SPV, for the purposes of overseas equity financing
      activities. These regulations apply to our stockholders who are PRC residents
      and may apply to any offshore acquisitions that we make in the future.


23


Under
      the
      SAFE regulations, PRC residents who make, or have previously made, direct or
      indirect investments in a SPV will be required to register those investments.
      In
      addition, any PRC resident who is a direct or indirect shareholder of a SPV
      is
      required to file with the local branch of SAFE, with respect to that offshore
      company, any material change involving capital variation, such as an increase
      or
      decrease in capital, transfer or swap of shares, merger, division, long term
      equity or debt investment or creation of any security interest over the assets
      located in China. If any PRC shareholder fails to make the required SAFE
      registration, the PRC subsidiaries of that offshore parent company may be
      prohibited from distributing their profits and the proceeds from any reduction
      in capital, share transfer or liquidation, to their offshore parent company,
      and
      the offshore parent company may also be prohibited from injecting additional
      capital into their PRC subsidiaries. Moreover, failure to comply with the
      various SAFE registration requirements described above could result in liability
      under PRC laws for evasion of applicable foreign exchange restrictions.




We
      cannot
      assure you that all of our stockholders who are PRC residents will comply with
      or obtain any registrations or approvals required under these regulations or
      other related legislation. It is unclear how these regulations, and any future
      legislation concerning offshore or cross-border transactions, will be
      interpreted, amended and implemented by the relevant government authorities.
      The
      failure or inability of our PRC resident stockholders to comply with these
      regulations may subject us to fines and legal sanctions, restrict our overseas
      or cross-border investment activities, limit our ability to inject additional
      capital into our PRC subsidiaries, to make distributions or pay dividends,
      or
      materially and adversely affect our ownership structure. If any of the foregoing
      events occur, our acquisition strategy and business operations and our ability
      to distribute profits to you could be materially and adversely
      affected.




***If
      any of our PRC affiliates becomes the subject of a bankruptcy or liquidation
      proceeding, we may lose the ability to use and enjoy those assets, which could
      reduce the size of our advertising network and materially and adversely affect
      our business, ability to generate revenues and the market price of our common
      stock.***





To
      comply
      with PRC laws, rules and regulations relating to foreign ownership restrictions
      in the advertising business, we currently conduct our operations in China
      through contractual arrangements with Tianjing Yinse Lingdong Advertising Co.,
      Ltd. and Beijing Maihesi International Advertising Co., Ltd., its shareholders
      and subsidiaries. As part of these arrangements, Tianjing Yinse Lingdong
      Advertising Co., Ltd. and Beijing Maihesi International Advertising Co., Ltd.
      hold some of the assets that are important to the operation of our business.
      If
      any of these entities become bankrupt and all or part of their assets become
      subject to liens or rights of third party creditors, we may be unable to
      continue some or all of our business activities, which could materially and
      adversely affect our business, financial condition and results of operations.
      If
      Tianjing Yinse Lingdong Advertising Co., Ltd. or Beijing Maihesi International
      Advertising Co., Ltd. or any of their subsidiaries undergoes a voluntary or
      involuntary liquidation proceeding, its shareholders or unrelated third party
      creditors may claim rights to some or all of their assets, thereby hindering
      our
      ability to operate our business, which could materially and adversely affect
      our
      business, our ability to generate revenues and the market price of our common
      stock.





***The
      PRC tax authorities may require us to pay additional taxes in connection with
      our acquisitions of offshore entities that conducted their PRC operations
      through their affiliates in China.***





Our
      operations and transactions are subject to review by the PRC tax authorities
      pursuant to relevant PRC laws and regulations. However, these laws, regulations
      and legal requirements change frequently, and their interpretation and
      enforcement involve uncertainties. For example, in the case of some of our
      acquisitions of offshore entities that conducted their PRC operations through
      their affiliates in China, we cannot assure you that the PRC tax authorities
      will not require us to pay additional taxes in relation to such acquisitions,
      in
      particular where the PRC tax authorities take the view that the previous taxable
      income of the PRC affiliates of the acquired offshore entities needs to be
      adjusted and additional taxes be paid. In the event that the sellers failed
      to
      pay any taxes required under PRC law in connection with these transactions,
      the
      PRC tax authorities might require us to pay the tax, together with late-payment
      interest and penalties.


24


***Restrictions
      on currency exchange may limit our ability to utilize our revenues effectively.***




The
      PRC
      government imposes controls on the convertibility of the Renminbi into foreign
      currencies and, in certain cases, the remittance of currency out of China.
      We
      receive all our revenues in Renminbi. Under our current corporate structure,
      our
      income is primarily derived from dividend payments from our PRC subsidiaries
      Tianjin Yinse Lingdong Advertising Co., Ltd. and Beijing Maihesi International
      Advertising Co., Ltd.. Shortages in the availability of foreign currency may
      restrict the ability of our PRC subsidiary to remit sufficient foreign currency
      to pay dividends or other payments to us, or otherwise satisfy their foreign
      currency-denominated obligations. Under existing PRC foreign exchange
      regulations, payments of current account items, including profit distributions,
      interest payments and expenditures from trade related transactions, can be
      made
      in foreign currencies without prior approval from SAFE by complying with certain
      procedural requirements. However, approval from SAFE or its local branch is
      required where Renminbi is to be converted into foreign currency and remitted
      out of China to pay capital expenses such as the repayment of loans denominated
      in foreign currencies. The PRC government may also, at its discretion, restrict
      access in the future to foreign currencies for current account transactions.
      If
      the foreign exchange control system prevents us from obtaining sufficient
      foreign currency to satisfy our currency demands, we may not be able to pay
      dividends in foreign currencies to our stockholders.





***Fluctuations
      in exchange rates could result in foreign currency exchange losses.***




The
      exchange rate between the Renminbi and the U.S. dollar, Euro and other foreign
      currencies is affected by, among other things, changes in China’s political and
      economic conditions. Since
      July 2005 the Renminbi is no longer pegged solely to the U.S. dollar.
      Instead, it is reported to be pegged against a basket of currencies, determined
      by the People’s Bank of China. Under
      the
      new policy, the Renminbi is permitted to fluctuate within a narrow and managed
      band. This change in policy has resulted in significant appreciation of the
      Renminbi against the U.S. dollar. The
      Renminbi may appreciate or depreciate significantly in value against the U.S.
      dollar in the long term, depending on the fluctuation of the basket of
      currencies against which it is currently valued or it may be permitted to enter
      into a full float, which may also result in a significant appreciation or
      depreciation of the Renminbi against the U.S. dollar. Fluctuations in the
      exchange rate will also affect the relative value of any dividend we issue
      in
      the future which will be exchanged into U.S. dollars and earnings from and
      the
      value of any U.S. dollar-denominated investments we make in the future.




Very
      limited hedging options are available in China to reduce exposure to exchange
      rate fluctuations. To date, we have not entered into any hedging transactions
      to
      reduce our exposure to foreign currency exchange risk. While we may decide
      to
      enter into hedging transactions in the future, the availability and
      effectiveness of these hedges may be limited and we may not be able to
      successfully hedge our exposure at all. In addition, our currency exchange
      losses may be aggravated by PRC exchange control regulations that restrict
      our
      ability to convert Renminbi into foreign currency.





***We
      may be treated as a resident enterprise for PRC tax purposes under the new
      Enterprise Income Tax Law (“EIT Law”), which may subject us to PRC income tax
      for any dividends we receive from our subsidiary and withholding for any
      dividends we pay to our non-PRC stockholders.***




Under
      the
      EIT Law, enterprises established outside of China whose “de facto management
      bodies” are located in China are considered “resident enterprises,” and are
      generally subject to the uniform 25% enterprise income tax rate for their global
      income. Under the implementation regulations to the EIT Law issued by the PRC
      State Council, “de facto management body” is defined as a body that has material
      and overall management and control over the manufacturing and business
      operations, personnel and human resources, finances, treasury or properties
      and
      other assets of an enterprise. If we are required to pay income tax for any
      dividends we receive from our subsidiary, the amount of dividends we can pay
      to
      our stockholders could be materially reduced.




Furthermore,
      the EIT Law and implementation regulations provide that an income tax rate
      of
      10% is normally applicable to dividends payable to non-PRC enterprise investors
      which are derived from sources within China, although such income tax may be
      exempted or reduced pursuant to a tax treaty between China and the jurisdictions
      in which our non-PRC enterprise stockholders reside. If we were considered
      a PRC
      resident enterprise under the EIT Law, our non-PRC enterprise investors who
      are
      deemed non-resident enterprises may be subject to the EIT at the rate of 10%
      upon the dividends payable by us or upon any gains realized from the transfer
      of
      our common shares, if such income is deemed derived from China, provided that
      (i) such non-PRC enterprise investors has no establishment or premises in China,
      or (ii) it has establishment or premises in China but its income derived from
      China has no real connection with such establishment or
      premises.


25


If
      we are
      required under the EIT Law to withhold income tax on dividends payable to our
      non-PRC enterprise stockholders or any gains realized from the transfer of
      our
      common shares, the value of your investment may be materially and adversely
      affected.





***Our
      subsidiaries and affiliated entities are subject to restrictions on paying
      dividends and making other payments to us.***




We
      are a
      holding company incorporated in Nevada and do not have any assets or conduct
      any
      business operations other than our investments in our subsidiaries and
      affiliated entities. As a result of our holding company structure, we currently
      rely entirely on dividends payments from our subsidiaries in China after they
      receive payments from our consolidated affiliated entities, Tianjin Yinse
      Lingdong Advertising Co., Ltd. and Beijing Maihesi International Advertising
      Co., Ltd., under various service and other contractual arrangements. However,
      PRC regulations currently permit payment of dividends only out of accumulated
      profits, as determined in accordance with PRC accounting standards and
      regulations. Our subsidiaries and consolidated affiliated entities in China
      are
      also required to set aside a portion of their after-tax profits according to
      PRC
      accounting standards and regulations to fund certain reserve funds. Furthermore,
      if our subsidiaries or consolidated affiliated entities in China incur debt
      on
      their own in the future, the instruments governing the debt may restrict their
      ability to pay dividends or make other payments. If we or any of our
      subsidiaries in China are unable to receive all of the revenues from our
      operations through these contractual or dividend arrangements, we may be unable
      to pay dividends on our common stocks.





***Any
      future outbreak of severe acute respiratory syndrome or avian flu in China,
      or
      similar adverse public health developments, may severely disrupt our business
      and operations.***





From
      December 2002 to June 2003, China and other countries experienced an
      outbreak of a new and highly contagious form of atypical pneumonia now known
      as
      severe acute respiratory syndrome, or SARS. On July 5, 2003, the World
      Health Organization declared that the SARS outbreak had been contained. Since
      September 2003, however, a number of isolated new cases of SARS have been
      reported, most recently in central China in April 2004. During May and June
      of 2003, many businesses in China were closed by the PRC government to prevent
      transmission of SARS. In addition, many countries, including China, have
      encountered incidents of the H5N1 strain of bird flu, or avian flu. This
      disease, which is spread through poultry populations, is capable in some
      circumstances of being transmitted to humans and is often fatal. A new outbreak
      of SARS or an outbreak of avian flu may result in health or other government
      authorities requiring the closure of our offices or other businesses, including
      office buildings, retail stores and other commercial venues, which could reduce
      the number of people commuting and reduce the appeal of radio advertising.
      Any
      recurrence of the SARS outbreak, an outbreak of avian flu or a development
      of a
      similar health hazard in China, may impact the economy, the advertising industry
      as a whole and the radio advertising industry specifically. Such occurrences
      could severely impact the value of radio advertising, reduce the advertising
      time purchased by advertisers and severely disrupt our business and operations.





***The
      new PRC Property Rights Law may affect the perfection of the pledge in our
      equity pledge agreements with our consolidated affiliated entities and their
      individual shareholders.***




Under
      the
      Exclusive Technical, Operational, Business Consulting and Service Agreements
      among Legend (Beijing) Consulting Co., Ltd., Legend (Beijing) Information and
      Technology Co., Ltd. and our consolidated affiliated entities, Tianjin Yinse
      Lingdong Advertising Co., Ltd. and Beijing Maihesi International Advertising
      Co., Ltd., their respective individual shareholders have pledged all of their
      equity interests therein to Legend (Beijing) Consulting Co., Ltd., and Legend
      (Beijing) Information and Technology Co., Ltd., respectively, by recording
      the
      pledge on the shareholder registrars of the respective entities. However,
      according to the PRC Property Rights Law, which became effective as of October
      1, 2007, a pledge is not effective without being registered with the relevant
      local administration for industry and commerce. To our knowledge, no application
      for registration of share pledge has been processed by the local administration
      for industry and commerce in Beijing and Tianjin, due to a lack of registration
      procedures. Tianjin Yinse Lingdong Advertising Co., Ltd. and Beijing Maihesi
      International Advertising Co., Ltd. will make efforts to register the equity
      pledge when the local administration for industry and commerce implements
      registration procedures. We cannot assure you that they will be able to register
      the pledges. If we are unable to do so, the pledges may be deemed ineffective
      under the PRC Property Rights Law. If any individual shareholder of Tianjin
      Yinse Lingdong Advertising Co., Ltd. or Beijing Maihesi International
      Advertising Co., Ltd. breaches his or her obligations under the agreement with
      Legend (Beijing) Consulting Co., Ltd. and Legend (Beijing) Information and
      Technology Co., Ltd., respectively, there is a risk that Legend (Beijing)
      Consulting Co., Ltd. or Legend (Beijing) Information and Technology Co., Ltd.
      may not be able to successfully enforce the pledge and would need to resort
      to
      legal proceedings to enforce its contractual rights.


26


***We
      may incur substantial administrative and staffing cost due to the promulgation
      of the new China Labor Contract Law.***





On
      June
      29, 2007, the Standing Committee of the National People’s Congress of China
      enacted the Labor Contract Law, which became effective on January 1, 2008.
      The
      Labor Contract Law contains substantial provisions with a view to improve job
      security and to protect the rights and interests of employees. In order to
      fully
      comply with the legal requirements under the Labor Contract Law, we may incur
      substantial administrative and staffing cost.





***A
      regulation adopted in August 2006 establishes more complex procedures for
      acquisitions conducted by foreign investors, which could make it more difficult
      for us to pursue growth through acquisitions.***





On
      August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of
      Commerce, or the MOC, the State Assets Supervision and Administration
      Commission, the State Administration for Taxation, the SAIC, the China
      Securities Regulatory Commission and SAFE, jointly adopted the Regulations
      on
      Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which
      became effective on September 8, 2006. Among other things, the regulations
      established additional procedures and requirements that could make merger and
      acquisition activities by foreign investors more time-consuming and complex,
      including requirements in some instances that the MOC be notified in advance
      of
      any change-of-control transaction in which a foreign investor takes control
      of a
      PRC domestic enterprise. If we grow our business in part by directly acquiring
      complementary businesses in the PRC, complying with the requirements of these
      regulations to complete such transactions could be time-consuming, and any
      required approval processes, including obtaining approval from the MOC, may
      delay or inhibit our ability to complete such transactions, which could affect
      our ability to expand our business or maintain our market share.





**Risks
      Related to our Common Stock**





***There
      is not an active trading market for our common stock, and if a market for our
      common stock does not develop, our investors may be unable to sell their shares.***





Our
      common stock is currently quoted on the OTC BB trading system. The OTC BB is
      not
      a listing service or exchange, but is instead a dealer quotation service for
      subscribing members. The OTC BB tends to be highly illiquid, in part because
      there is no national quotation system by which potential investors can track
      the
      market price of shares except through information received or generated by
      a
      limited number of broker-dealers that make markets in particular stocks. There
      is a greater chance of market volatility for securities that trade on the OTC
      BB
      as opposed to a national exchange or quotation system. This volatility may
      be
      caused by a variety of factors including:





·
            The
                lack of readily available price quotations;·
            The
                absence of consistent administrative supervision of “bid” and “ask”
                quotations;·
            Lower
                trading volume;·
            Market
                conditions;·
            Innovations
                or new products and services by us or our competitors;·
            Regulatory,
                legislative or other developments affecting us or our industry generally;·
            Limited
                availability of freely-tradable “unrestricted” shares of our common stock
                to satisfy purchase orders and demand;·
            Our
                ability to execute our business plan;·
            Operating
                results that fall below expectations;·
            Industry
                developments;·
            Economic
                and other external factors; and·
            Period-to-period
                fluctuations in our financial results.


27


In
      addition, the value of our common stock could be affected by:





·
            Actual
                or anticipated variations in our operating results;·
            Changes
                in the market valuations of other companies operating in our industry;·
            Announcements
                by us or our competitors of significant acquisitions, strategic
                partnerships, joint ventures or capital commitments;·
            Adoption
                of new accounting standards affecting our industry;·
            Additions
                or departures of key personnel;·
            Introduction
                of new services or technology by our competitors or us;·
            Sales
                of our common stock or other securities in the open market;·
            Changes
                in financial estimates by securities analysts;·
            Conditions
                or trends in the market in which we operate;·
            Changes
                in earnings estimates and recommendations by financial analysts;·
            Our
                failure to meet financial analysts’ performance expectations; and·
            Other
                events or factors, many of which are beyond our control.





In
      addition, the securities markets have from time to time experienced significant
      price and volume fluctuations that are unrelated to the operating performance
      of
      particular companies. These market fluctuations may also significantly affect
      the market price of our common stock.





In
      a
      volatile market, you may experience wide fluctuations in the market price of
      our
      securities. These fluctuations may have an extremely negative effect on the
      market price of our securities and may prevent you from obtaining a market
      price
      equal to your purchase price when you attempt to sell our securities in the
      open
      market. In these situations, you may be required either to sell our securities
      at a market price which is lower than your purchase price, or to hold our
      securities for a longer period of time than you planned. An inactive market
      may
      also impair our ability to raise capital by selling shares of capital stock
      and
      may impair our ability to acquire other companies or technologies by using
      common stock as consideration.





***Because
      we do not intend to pay any dividends on our common stock, purchases of our
      common stock may not be suited for investors seeking dividend income.***





We
      do not
      currently anticipate declaring and paying dividends to our stockholders in
      the
      near future. It is our current intention to apply any net earnings in the
      foreseeable future to the internal needs of our business. Prospective investors
      seeking or needing dividend income or liquidity from our common stock should,
      therefore, not purchase our common stock. There can be no assurance that we
      will
      ever have sufficient earnings to declare and pay dividends to the holders of
      our
      shares, and in any event, a decision to declare and pay dividends is at the
      sole
      discretion of our board of directors, who currently do not intend to pay any
      dividends on our common shares for the foreseeable future.





***We
      cannot assure you that we will list our common stock on NASDAQ or any other
      national securities system or exchange.***





Although
      we intend to apply to list our common stock on NASDAQ or the American Stock
      Exchange in the future, we do not currently meet the initial listing standards
      of either of those markets and we cannot assure you that we will be able to
      qualify for and maintain a listing of our common stock on either of those
      markets or any other stock system or exchange in the future. Furthermore, in
      the
      case that our application is approved, there can be no assurance that trading
      of
      our common stock on such market will reach or maintain desired liquidity. If
      we
      are unable to list our common stock on NASDAQ, the American Stock Exchange
      or
      another stock system or exchange, or to maintain the listing, we expect that
      our
      common stock will be eligible to trade on the OTC BB, maintained by NASDAQ,
      another over-the-counter quotation system, or on the “pink sheets,” where an
      investor may find it more difficult, or impossible, to dispose of shares or
      obtain accurate quotations as to the market value of our common stock. Under
      such circumstances, the probability of reduced liquidity would hinder investors’
ability to obtain accurate quotations for our common stock, and our common
      stock
      could become substantially less attractive to investors.


28


***Securities
      analysts may not initiate coverage or continue to cover our common stock, and
      this may have a negative impact on our common stock’s market price.***





The
      trading market for our common stock will depend, in part, on the research and
      reports that securities analysts publish about us and our business. We do not
      have any control over these analysts. Currently there is no coverage of our
      common stock and there is no guarantee that securities analysts will cover
      our
      common stock in the future. If securities analysts do not cover our common
      stock, the lack of research coverage may adversely affect its market price.
      If
      we are covered by securities analysts, and our stock is downgraded, our stock
      price would likely decline. If one or more of these analysts ceases to cover
      us
      or fails to publish regular reports on us, we could lose visibility in the
      financial markets, which could cause our stock price or trading volume to
      decline.





***We
      have raised substantial amounts of capital in private placements, and if we
      fail
      to comply with the applicable securities laws, ensuing rescission rights or
      lawsuits would severely damage our financial position.***





Our
      private placements consist of securities that were not registered under the
      Securities Act or any state “blue sky” law as a result of exemptions from such
      registration requirements. Such exemptions are highly technical in nature and
      if
      we inadvertently failed to comply with any of such exemptive provisions,
      investors could have the right to rescind their purchase of our securities
      and
      also sue for damages. If any investors were to successfully seek such rescission
      or prevail in any such suit, we could face severe financial demands that could
      have significant, adverse affects on our financial position. Future financings
      may involve sales of our common stock at prices below prevailing market prices
      on the OTC BB or exchange on which our common stock is quoted or listed at
      that
      time, as well as the issuance of warrants or convertible securities at a
      discount to market price.





***The
      application of the “penny stock” rules could adversely affect the market price
      of our common stock and increase your transaction costs to sell those shares.***





The
      SEC
      has adopted regulations which generally define a “penny stock” to be an equity
      security that has a market price of less than $5.00 per share or an exercise
      price of less than $5.00 per share, subject to specific exemptions. While the
      last reported trade of our company stock on the OTC BB was at a price above
      $5.00 per share, our common stock has in the past been considered a penny stock
      and there can be no assurance that our common stock will continue to trade
      at a
      price above $5.00 per share in the future. The SEC’s penny stock rules require a
      broker-dealer, before a transaction in a penny stock not otherwise exempt from
      the rules, to deliver a standardized risk disclosure document that provides
      information about penny stocks and the risks in the penny stock market. The
      broker-dealer must also provide the customer with current bid and offer
      quotations for the penny stock, the compensation of the broker-dealer and the
      salesperson in the transaction, and monthly account statements showing the
      market value of each penny stock held in the customer’s account. In addition,
      the penny stock rules generally require that before a transaction in a penny
      stock, the broker-dealer make a special written determination that the penny
      stock is a suitable investment for the purchaser and receive the purchaser’s
      agreement to the transaction. If applicable in the future, these rules may
      restrict the ability of brokers-dealers to sell our common stock and may affect
      the ability of investors to sell their shares, until our common stock no longer
      is considered a penny stock.


29


**Item 2.** ***Description
      of Property***





We
      lease
      office space in the locations and on the terms described in the table below:





Location
            
            Purpose
            
            Approximate
              Size
                in Square
              Feet
            
            Monthly
              Rent
              (USD)
            
            Lease
              ExpiresBeijing,
                PRC
            
            
            Area
                Office
            
            
            750
            
            
            5,500
            
            
            7/22/2008Beijing,
                PRC
            
            
            Area
                Office
            
            
            1,750
            
            
            4,600
            
            
            6/30/2009Tianjin,
                PRC
            
            
            Area
                Office
            
            
            1,950
            
            
            4,400
            
            
            11/1/2009





**Item 3.** ***Legal
      Proceedings***





The
      Company is, from time to time, involved in legal proceedings arising in the
      normal course of business. As of the date of this Annual Report on Form 10-KSB,
      the Company is not involved in any material legal proceeding.





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





There
      were no matters submitted to a vote of security holders, through the
      solicitation of proxies or otherwise, during the fourth quarter of the year
      ended June 30, 2008.


30


**PART
      II**





***Item
      5. Market for Common Equity, Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities*** ******





**Market
      Information**





Our
      common stock is quoted on the Over-The-Counter
      Bulletin Board ("OTCBB"), as of September 26, 2007, and
      trades under the symbol “LEGE.” No active public or private market developed for
      our common shares until February 12, 2008, after the merger with Well Chance.
      The following table represents the high and low closing prices for our common
      stock on the OTCBB during the fiscal year ended June 30, 2008.





2008*High
            
            LowFirst
                quarter
            
            
            N/a
            
            
            N/aSecond
                quarter
            
            
            N/a
            
            
            N/aThird
                quarter
            
            $
            4.97
            
            $
            2.90Fourth
                quarter
            
            $
            4.79
            
            $
            2.40





*  The
      quarterly highs and lows are based on daily market closing prices during each
      respective period. The quotations reflect inter-dealer prices, without retail
      mark-up, mark-down or commission , and may not represent actual transactions.





As
      of
      September 30, 2008, the closing sales price for shares of our common stock
      was
      $1.70 per share on the OTCBB.





**Stockholders**





As
      of
      September 15, 2008, we had approximately 10,339,755 shares of common stock
      issued and outstanding, which were held by approximately 88 stockholders of
      record based upo n
      the
      stockholder list provided by our transfer agent.





**Dividend
      Policy**





We
      do not
      currently intend to pay any cash dividends in the foreseeable future on our
      common stock and, instead, intend to retain earnings, if any, for future
      operation and expansion. Any decision to declare and pay dividends in the future
      will be made at the discretion of our board of directors and will depend on,
      among other things, our results of operations, cash requirements, financial
      condition, contractual restrictions and other factors that our board of
      directors may deem relevant.





**Securities
      Authorized for Issuance under Equity Compensation Plans or Individual
      Compensation Arrangements**





We
      do not
      currently have in place any equity compensation plans.





Our
      board
      of directors has granted options exercisable into 1,040,000 shares of our common
      stock. Of these, our board of directors granted options exercisable into 400,000
      shares of our common stock to each of Jeffrey Dash, our chief executive officer
      and chief financial officer, and William Lee, our chief operating officer,
      and
      also granted options exercisable into 80,000 shares of our common stock to
      each
      of our non-employee directors Richard Vogel, Michael Bonner and Andre
      Nair.





**Recent
      Sales of Unregistered Securities**





This
      information has been previously disclosed in our current reports on Form 8-K,
      and, therefore, need not be furnished pursuant to SEC rules regarding Form
      10-KSB. Reference is made to our current reports on Form 8-K filed on February
      11, April 3, April 24, May 12, and June 5, 2008 which are hereby incorporated
      by
      reference herein, for a description of our recent sales of unregistered
      securities during the period covered by this annual report on Form 10-KSB.
      In
      addition, reference is made to our current reports on Form 8-K filed on July
      7,
      July 25 and September 2, 2008, which are explicitly not incorporated by
      reference herein, for a description of recent sales of unregistered securities
      during the period between July 1, 2008 and the date of this annual report on
      Form 10-KSB.


31


**Item 6.** ***Management’s
      Discussion and Analysis or Plan of Operations***





*The
      following discussion and analysis of the results of operations and financial
      condition of Legend Media for the year ended June 30, 2008 should be read in
      conjunction with Legend Media’s financial statements and the notes to those
      financial statements that are included elsewhere in this annual report on Form
      10-KSB. Our discussion includes forward-looking statements based upon current
      expectations that involve risks and uncertainties, such as our plans,
      objectives, expectations and intentions. Actual results and the timing of events
      could differ materially from those anticipated in these forward-looking
      statements as a result of a number of factors, including those set forth under
      the "Risk Factors", "Special Note Regarding Forward Looking Statements" and
      "Description of Business" sections in this report. We use words such as
“anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,”
“believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions
      to identify forward-looking statements.*





**Executive
      Overview**





Legend
      Media, formerly known as Noble Quests, Inc., was organized as a Nevada
      corporation on March 16, 1998, for the purpose of selling multi-media marketing
      services and other related services to network marketing groups. Specifically,
      we assisted network marketers in using marketing tools such as public relations,
      advertising, direct mail, collateral development, electronic communications
      and
      promotion tools to increase product and service awareness.





On
      January 31, 2008, we entered into a Share Exchange Agreement with Ms. Shannon
      McCallum-Law, the majority stockholder, sole director and Chief Executive
      Officer of the Company, Well Chance and the Well Chance Shareholder. Pursuant
      to
      the terms of the Share Exchange Agreement, we agreed to acquire all of the
      issued and outstanding shares of Well Chance's common stock in exchange for
      the
      issuance of 1,200,000 shares of our common stock to the Well Chance Shareholder
      on the basis of 1,200 shares of our common stock for every one share of Well
      Chance common stock held.





Concurrently
      with the closing of the transactions under the Share Exchange Agreement and
      as a
      condition thereof, we entered into an agreement with Ms. McCallum-Law, pursuant
      to which she returned to us for cancellation 2,419,885 of the 5,119,885 shares
      of our common stock owned by her. Ms. McCallum-Law was not compensated in any
      way for the cancellation of the shares. In addition, we issued 4,100,000 shares
      of our common stock to certain affiliates of Well Chance for $87,740 and 200,000
      shares in exchange for consulting services performed in connection with this
      transaction. Upon completion of the foregoing transactions, we had an aggregate
      of 8,200,000 shares of common stock issued and outstanding.





Well
      Chance was incorporated under the laws of the British Virgin Islands as an
      International Business Company on February 22, 2005. Well Chance was formed
      to
      create a business that principally engaged in the development and management
      of
      a technology platform that deploys advertisements across its various advertising
      media.





We
      expanded our business in February 2008 to focus on building a consumer
      advertising network in the PRC focused on the Chinese radio advertising
      industry. We conduct our
      business operations through our 80% owned subsidiary  Legend
      (Beijing) Consulting Co., Ltd. and our wholly owned subsidiary Legend (Beijing)
      Information and Technology Co., Ltd., each of which are incorporated under
      the
      laws of the PRC.





As
      of
      September 30, 2008, we have secured the exclusive rights to 111,690 minutes
      of
      radio advertising annually across three cities in the PRC: Beijing, Tianjin
      and
      Shenzhen. Management has identified several other opportunities to acquire
      additional advertising rights and expects continued expansion of radio
      advertising assets.


32


**Critical
      Accounting Policies and Estimates**





Use
      of
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates. Areas
      that require estimates and assumptions include valuation of accounts receivable
      and determination of useful lives of property and equipment.





Reclassification





Certain
      prior period amounts have been reclassified to conform to the year ended June
      30, 2008 presentation.





Principles
      of Consolidation





The
      consolidated financial statements of Legend Media include the accounts of Well
      Chance, its wholly owned subsidiary, and the accounts of its 80% owned
      subsidiary, Legend Media Investment Company Limited. In addition, the
      consolidation financial statements include Tianjin Yinse Lingdong Advertising
      Company, Limited, an 80% controlled variable interest entity ("VIE") of Legend
      Media Investment Company Limited, and the following wholly owned subsidiaries
      of
      Legend Media Investment Company Limited: Legend Media Tianjin HK Limited and
      Legend Media (Beijing) Consulting Company Limited.





Cash
      and Cash Equivalents





Cash
      and
      cash equivalents include cash in hand and cash in time deposits, certificates
      of
      deposit and all highly liquid debt instruments with original maturities of
      three
      months or less.





Accounts
      Receivable





We
      maintain reserves for potential credit losses on accounts receivable. Management
      reviews the composition of accounts receivable and analyzes historical bad
      debts, customer concentrations, customer credit worthiness, current economic
      trends and changes in customer payment patterns to evaluate the adequacy of
      these reserves.





Unbilled
      Accounts Receivable





At
      times
      we will record receivables, which have not yet been invoiced, from revenues
      on
      advertising contracts. These receivables are recorded in the accompanying
      consolidated balance sheet as unbilled accounts receivable until invoiced.
      The
      unbilled accounts receivable balance at June 30, 2008 was $195,680.





Prepaid
      Expenses





Prepaid
      expenses consist of prepayments for legal and consulting services. Prepaid
      expenses are amortized over the period in which the services are
      performed.





Property
      and Equipment





Property
      and equipment are stated at cost. Expenditures for maintenance and repairs
      are
      charged to earnings as incurred; additions, renewals and betterments are
      capitalized. When property and equipment are retired or otherwise disposed
      of,
      the related cost and accumulated depreciation are removed from the respective
      accounts, and any gain or loss is included in operations. Depreciation of
      property and equipment is provided using the straight-line method for
      substantially all assets with estimated lives of:





Computer
                equipment
            
            
            3
                yearsOffice
                equipment and furniture
            
            
            3
                yearsLeasehold
                improvements
            
            
            1
                year


33


The
      following are the details of the property and equipment at June 30,
      2008:





Computer equipment
            
            $
            5,278Office
                equipment and furniture
            
            
            4,339Leasehold
                improvements
            
            
            8,573$
            18,190Less:
                Accumulated depreciation
            
            
            (1,430
            )$
            16,760





Depreciation
      expense was $758 for the year ended June 30, 2008.





Long-Lived
      Assets





We
      apply
      the provisions of the Financial Accounting Standards Board (the "FASB")
      Statement of Financial Accounting Standards ("SFAS") No. 144, “Accounting for
      the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses
      financial accounting and reporting for the impairment or disposal of long-lived
      assets and 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 provisions of the Accounting Principles Board Opinion No. 30,
“Reporting the Results of Operations for a Disposal of a Segment of a Business.”
We periodically evaluate the carrying value of long-lived assets to be held
      and
      used in accordance with SFAS 144. SFAS 144 requires impairment losses to be
      recorded on long-lived assets used in operations when indicators of impairment
      are present and the undiscounted cash flows estimated to be generated by those
      assets are less than the assets’ carrying amounts. In that event, a loss is
      recognized based on the amount by which the carrying amount exceeds the fair
      market value of the long-lived assets. Loss on long-lived assets to be disposed
      of is determined in a similar manner, except that fair market values are reduced
      for the cost of disposal. Based on its review, we believe that there were no
      significant impairments of our long-lived assets as of June 30,
      2008.





Intangible
      Assets





Intangible
      assets consist of contract rights purchased in the acquisition of Music Radio
      Limited on May 30, 2008. See Note 12 to the financial statements. Net intangible
      assets at June 30, 2008 are as follows:





FM
                92.5 Contract rights
            
            $
            2,174,428Exclusivity
                agreement
            
            
            6,999,353Less
                Accumulated amortization
            
            
            (128,471
            )Intangibles,
                net
            
            $
            9,045,310





The
      FM
      92.5 contract rights primarily relate to an exclusive contract acquired in
      connection with the acquisition of Music Radio Limited, and the contract is
      being amortized over 31 months, which is the contract effective period,
      beginning on June 1, 2008, based
      on
      the duration of the existing advertising agreement that expires December 31,
      2008 plus the expected two-year renewal of the advertising agreement. The
      contract provides 54 minutes per day or 19,710 minutes per year. The channel
      is
      actually Beijing based and through a relay facility airs in Tianjin. Our
      contract is with the channel’s exclusive agent which has a national exclusive
      contract with the channel. The exclusive agent has sub contracted the rights
      for
      the Tianjin market to Legend Media. The value was derived as the net present
      value of the contract’s EBITDA over the contract’s expected term from May 30,
      2008 through December 31, 2010, using a discount rate of 10%. Amortization
      expense on this contract for the year ended June 30, 2008 of
      $69,742 has been included in general and administrative expenses in the
      accompanying consolidated statements of operations and other comprehensive
      loss.





The
      remainder of the purchase price of $6,999,353 has been allocated to an Operating
      Agreement among Legend
      Media (Beijing) Consulting Co., Ltd. , Tianjin
      Yinse Lingdong Advertising Co., Ltd. and Ju
      Baochun entered into in connection with the Music Radio Limited acquisition.
      Mr.
      Baochun, through a company he owns and operates, is the 80% owner of Music
      Radio
      Limited, which is the 20% owner of the post-acquisition VIE, Tianjin
      Yinse Lingdong Advertising Company, Ltd. Mr.
      Baochun is a valuable partner with significant experience in the radio industry
      who has the ability to locate and acquire additional radio advertising contracts
      direct with the radio stations, provide access to deep customer relationships,
      and provide the leadership that would be a foundation for our future expansion
      in China. Pursuant to the terms of the Operating Agreement, Tianjin
      Yinse Lingdong Advertising Company, Ltd. is
      prohibited from:


34


·
            The
                borrowing of money from any third party or the assumption of any
                debt;


·
            The
                sale to any third party or the acquisition from any third party of
                any
                assets, including, without limitation, any intellectual
                rights;


·
            The
                imposition of any security interests for the benefit of any third
                party
                through collateralization of its
                assets;


·
            The
                assignment to any third party of the agreement entered into by it;
                and


·
            The
                sale, transfer and disposition of any license held by
                it.





The
      term
      of the Operating Agreement is 10 years, beginning May 30, 2008. As such, we
      are
      amortizing the contract value over its 10-year life. Amortization
      expense on this contract at June 30, 2008 of $57,994 has been included in
      general and administrative expenses in the accompanying consolidated statements
      of operations and other comprehensive loss.





Amortization
      expense for our intangible assets for the year ended June 30, 2008 was
      $127,736.





Revenue
      Recognition





Our
      revenue recognition policies are in compliance with SEC Staff Accounting
      Bulletin (“SAB”) 104. We purchase advertising inventory in the form of airtime,
      the unit being minutes, from radio stations. We then distribute these minutes
      under various sales agreements. We recognize advertising revenue
      over the term of each sales agreement, provided that evidence of an arrangement
      exists, the fees are fixed or determinable and collection of the resulting
      receivable is reasonably assured. We recognize deferred revenue when cash has
      been received on a sales agreement, but the revenue has not yet been earned.
      Under these policies, no revenue is recognized unless persuasive evidence of
      an
      arrangement exists, delivery has occurred, the fee is fixed or determinable,
      and
      collection is reasonably assured.





Advertising
      Costs





We
      expense the cost of advertising as incurred or, as appropriate, the first time
      advertising takes place. Advertising costs for the years ended June 30, 2008
      and
      2007 were not significant.





Stock-Based
      Compensation





We
      account for our stock-based compensation in accordance with SFAS No. 123R,
      “Share-Based Payment, an Amendment of FASB Statement No. 123.” We recognize in
      the statement of operations the grant-date fair value of stock options and
      other
      equity-based compensation issued to employees and non-employees. There were
      1,040,000 options outstanding as of June 30, 2008.





Income
      Taxes





We
      utilize SFAS No. 109, “Accounting for Income Taxes,” which requires the
      recognition of deferred tax assets and liabilities for the expected future
      tax
      consequences of events that have been included in the financial statements
      or
      tax returns. Under this method, deferred income taxes are recognized for the
      tax
      consequences in future years of differences between the tax bases of assets
      and
      liabilities and their financial reporting amounts at each period end based
      on
      enacted tax laws and statutory tax rates applicable to the periods in which
      the
      differences are expected to affect taxable income. Valuation allowances are
      established, when necessary, to reduce deferred tax assets to the amount
      expected to be realized.


35


We
      adopted the provisions of FASB Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes”, ( “ FIN
      48”),
      on January 1, 2007. As a result of the implementation of FIN 48, the company
      made a comprehensive review of its portfolio of tax positions in accordance
      with
      recognition standards established by FIN 48. As a result of the implementation
      of FIN 48, the Company recognized no material adjustments to liabilities or
      stockholders’ equity. When tax returns are filed, it is highly certain that some
      positions taken would be sustained upon examination by the taxing authorities,
      while others are subject to uncertainty about the merits of the position taken
      or the amount of the position that would be ultimately sustained. The benefit
      of
      a tax position is recognized in the financial statements in the period during
      which, based on all available evidence, management believes it is more likely
      than not that the position will be sustained upon examination, including the
      resolution of appeals or litigation processes, if any. Tax positions taken
      are
      not offset or aggregated with other positions. Tax positions that meet the
      more-likely-than-not recognition threshold are measured as the largest amount
      of
      tax benefit that is more than 50 percent likely of being realized upon
      settlement with the applicable taxing authority. The portion of the benefits
      associated with tax positions taken that exceeds the amount measured as
      described above is reflected as a liability for unrecognized tax benefits in
      the
      accompanying balance sheets along with any associated interest and penalties
      that would be payable to the taxing authorities upon examination. Interest
      associated with unrecognized tax benefits are classified as interest expense
      and
      penalties are classified in selling, general and administrative expenses in
      the
      consolidated statements of operations and other comprehensive loss. The adoption
      of FIN 48 did not have a material impact on our financial
      statements.





Foreign
      Currency Transactions and Comprehensive Income





Accounting
      principles generally require that recognized revenue, expenses, gains and losses
      be included in net income. Certain statements, however, require entities to
      report specific changes in assets and liabilities, such as gain or loss on
      foreign currency translation, as a separate component of the equity section
      of
      the balance sheet. Such items, along with net income, are components of
      comprehensive income. Our functional currency is RMB. Translation gains of
      $75,236 at June 30, 2008 are classified as an item of other comprehensive income
      in the stockholders’ equity section of the consolidated balance sheet. During
      the years ended June 30, 2008 and 2007, other comprehensive income in the
      consolidated statements of operations and other comprehensive loss
      included translation gains of $0.





Basic
      and Diluted Earnings Per Share





Earnings
      per share is calculated in accordance with the SFAS No. 128, “Earnings Per
      Share” (“SFAS 128”). Net earnings per share for all periods presented has been
      restated to reflect the adoption of SFAS 128. Basic earnings per share is based
      upon the weighted average number of common shares outstanding. Diluted earnings
      per share is based on the assumption that all dilutive convertible shares and
      stock options were converted or exercised. Dilution is computed by applying
      the
      treasury stock method. Under this method, options and warrants are assumed
      to be
      exercised at the beginning of the period (or at the time of issuance, if later),
      and as if funds obtained thereby were used to purchase common stock at the
      average market price during the period. There were options to purchase 1,040,000
      shares of common stock and warrants to purchase 880,294 shares of common stock
      outstanding as of June 30, 2008.  For the year ended June 30, 2008, we
      incurred a net loss in the accompanying statements of operations and other
      comprehensive loss of $2,013,826. Therefore the effect of options and
      warrants outstanding is anti-dilutive during the year ended June 30,
      2008.





The
      following is a reconciliation of the number of shares (denominator) used in
      the
      basic and diluted earnings per share computations for the years ended June
      30,
      2008 and 2007:


2008
            
            2007Weighted
              Average
              Shares
              Outstanding
            
            Per Share
              Amount
            
            Weighted
              Average
              Shares
              Outstanding
            
            Per Share
              AmountBasic earnings per share
            
            
            4,376,911
            
            $
            (0.
                46
            )
            
            1,200,000
            
            $
            -Effect
                of dilutive stock options and warrants
            
            
            -
            
            
            -
            
            
            -
            
            
            -Diluted
                earnings per share
            
            
            4,376,911
            
            $
            (0.46
            )
            
            1,200,000
            
            $
            -


36


Statement
      of Cash Flows





In
      accordance with SFAS No. 95, “Statement of Cash Flows,” cash flows from our
      operations are calculated based upon the local currencies. As a result, amounts
      related to assets and liabilities reported on the statement of cash flows will
      not necessarily agree with changes in the corresponding balances on the balance
      sheet.





Minority
      Interest in Subsidiaries





On
      May
      30, 2008, we purchased 80% of the common stock of Legend Media Tianjin
      Investment Company Limited, a British Virgin Islands company and a wholly-owned
      subsidiary of Music Radio Limited, a British Virgin Islands company. See Note
      12
      to our financial statements. As a result of this purchase, we recognized initial
      minority interest on our consolidated balance sheet in the amount of $0. The
      income (loss) attributed to minority interest has been separately designated
      in
      the accompanying statement of operations. We recognized $0 in income attributed
      to minority interest in the accompanying statements of operations and other
      comprehensive loss for the year ended June 30, 2008.





Minority
      Interest in VIEs





In
      January 2003, the FASB issued Accounting Standards Board Interpretation No.
      46,
“Consolidation of Variable Interest Entities, an Interpretation of ARB No. 41”
(“FIN 46”). In December 2003, the FASB modified FIN 46 (“FIN 46R”) to make
      certain technical corrections and address certain implementation issues that
      had
      arisen. FIN 46 provides a new framework for identifying VIEs and determining
      when a company should include the assets, liabilities, non-controlling interests
      and results of activities of a VIE in its consolidated financial
      statements.





FIN
      46R
      states that in general, a VIE is a corporation, partnership, limited liability
      corporation, trust or any other legal structure used to conduct activities
      or
      hold assets that either (a) has an insufficient amount of equity to carry out
      its principal activities without additional subordinated financial support,
      (b)
      has a group of equity owners that are unable to make significant decisions
      about
      its activities, or (c) has a group of equity owners that do not have the
      obligation to absorb losses or the right to receive returns generated by its
      operations.





On
      May
      30, 2008, we acquired control over Tianjin Yinse Lingdong Advertising Company,
      Ltd. by purchasing 80% of the common stock of Legend Media Tianjin Investment
      Company Limited, a British Virgin Islands company and a wholly-owned subsidiary
      of Music Radio Limited, a British Virgin Islands company, and entering into
      certain control agreements in connection therewith. Direct investment and
      ownership of media and advertising companies in the PRC is prohibited due to
      certain restrictions imposed upon Chinese advertising companies. We structured
      the Music Radio Limited transaction to comply with such
      restrictions.





The
      principal regulations governing foreign ownership in the advertising industry
      in
      China include:





·
            The
                Catalogue for Guiding Foreign Investment in Industry (2004); and


·
            The
                Administrative Regulations on Foreign-invested Advertising Enterprises
                (2004).





These
      regulations set the guidelines by which foreign entities may directly invest
      in
      the advertising industry.  The regulations require foreign entities that
      directly invest in the China advertising industry to have at least two years
      of
      direct operations in the advertising industry outside of China.  Further,
      since December 10, 2005, 100% ownership in Chinese advertising companies is
      allowed, but the foreign company must have at least 3 years of direct operations
      in the advertising industry outside of China.





Because
      we have not been involved in advertising outside of the PRC for the required
      number of years, our domestic PRC operating subsidiaries, which are considered
      foreign invested, are currently ineligible to apply for the required advertising
      services licenses in the PRC.  Our PRC operating affiliates hold the
      requisite licenses to provide advertising services in the PRC and they are
      owned
      or controlled by PRC citizens designated by us.  Our radio advertising
      business operates in the PRC though contractual arrangements with consolidated
      entities in the PRC.  We and our newly acquired PRC subsidiaries have
      entered into a series of contractual arrangements with Tianjin Yinse Lingdong
      Advertising Company, Ltd. and their respective shareholders under
      which:





·
            We
                are able to exert significant control over significant decisions
                about the
                activities of Tianjin Yinse Lingdong Advertising Company,
                Ltd.;


·
            A
                substantial portion of the economic benefits and risks of the operations
                of Tianjin Yinse Lingdong Advertising Company, Ltd. have been transferred
                to us through a revenue assignment agreement; and


37


·
            The
                equity owner of Tianjin Yinse Lingdong Advertising Company, Ltd.
                does not
                have the obligation to absorb the losses of Tianjin Yinse Lingdong
                Advertising Company, Ltd.





As
      we are
      able to exert significant control over the PRC operating affiliates and a
      substantial portion of the economic benefits and risks have been transferred
      to
      us, we have determined that the advertising entity, Tianjin Yinse Lingdong
      Advertising Company, Ltd., meets the definition of a VIE. Further, we are
      considered to be the primary beneficiary of the risks and benefit of equity
      ownership of Tianjin Yinse Lingdong Advertising Company, Ltd. and thus have
      consolidated Tianjin Yinse Lingdong Advertising Company, Ltd **.** in
      our
      accompanying financial statements as of June 30, 2008. As a result of this
      purchase, we recognized initial minority interest on our consolidated balance
      sheet in the amount of $15,524. The income (loss) attributed to minority
      interest has been separately designated in the accompanying statements of
      operations. For the year ended June 30, 2008, we have recognized loss attributed
      to VIE of $9,437 in our consolidated statements of operations and other
      comprehensive loss.





Fair
      Value of Financial Instruments





On
      January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements” (“SFAS
      157”). SFAS 157 defines fair value, establishes a three-level valuation
      hierarchy for disclosures of fair value measurement and enhances disclosures
      requirements for fair value measures. The carrying amounts reported in the
      balance sheets for receivables and current liabilities each qualify as financial
      instruments and are a reasonable estimate of fair value because of the short
      period of time between the origination of such instruments and their expected
      realization and their current market rate of interest. The three levels are
      defined as follow:





·
            Level
                1 inputs to the valuation methodology are quoted prices (unadjusted)
                for
                identical assets or liabilities in active
                markets;





·
            Level
                2 inputs to the valuation methodology include quoted prices for similar
                assets and liabilities in active markets, and inputs that are observable
                for the asset or liability, either directly or indirectly, for
                substantially the full term of the financial instrument;
                and





·
            Level
                3 inputs to the valuation methodology are unobservable and significant
                to
                the fair value measurement.





As
      of
      June 30, 2008, we did not identify any assets and liabilities that are required
      to be presented on the balance sheet at fair value.





Recent
      Accounting Pronouncements





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
      No. 87, 88, 106, and 132(R)” ( “SFAS
      158 ”).
      This
      statement requires employers to recognize the overfunded or underfunded status
      of a defined benefit postretirement plan (other than a multiemployer plan)
      as an
      asset or liability in its statement of financial position and to recognize
      changes in that funded status in the year in which the changes occur through
      comprehensive income of a business entity or changes in unrestricted net assets
      of a not-for-profit organization. This statement also requires an employer
      to
      measure the funded status of a plan as of the date of its year-end statement
      of
      financial position, with limited exceptions. The provisions of SFAS 158 are
      effective for employers with publicly traded equity securities as of the end
      of
      the fiscal year ending after December 15, 2006. The adoption of this statement
      had no effect on our reported financial position or results of
      operations.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” ( “SFAS
      159 ”).
      This
      statement permits entities to choose to measure many financial assets and
      financial liabilities at fair value. Unrealized gains and losses on items for
      which the fair value option has been elected are reported in earnings. SFAS
      159
      is effective for fiscal years beginning after November 15, 2007. We are
      currently assessing the impact of SFAS 159 on our financial position and results
      of operations.





In
      June
      2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for
      Nonrefundable Advance Payments for Goods or Services Received for use in Future
      Research and Development Activities,” which addresses whether nonrefundable
      advance payments for goods or services that used or rendered for research and
      development activities should be expensed when the advance payment is made
      or
      when the research and development activity has been
      performed.  Management is currently evaluating the effect of this
      pronouncement on financial statements.


38


In
      December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
      Combinations” ( “SFAS
      141 ”).
      SFAS 141 changes how a reporting enterprise accounts for the acquisition of
      a business. SFAS 141 requires an acquiring entity to recognize all the
      assets acquired and liabilities assumed in a transaction at the acquisition-date
      fair value, with limited exceptions, and applies to a wider range of
      transactions or events. SFAS 141 is effective for fiscal years beginning on
      or after December 15, 2008 and early adoption and retrospective application
      is prohibited.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements” ( “SFAS
      160 ”),
      which
      is an amendment of Accounting Research Bulletin No. 51.  This
      statement clarifies that a noncontrolling interest in a subsidiary is an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements.  This statement changes the
      way the consolidated income statement is presented, thus requiring consolidated
      net income to be reported at amounts that include the amounts attributable
      to
      both parent and the noncontrolling interest.  This statement is
      effective for the fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008.  Based on current
      conditions, we do not expect the adoption of SFAS 160 to have a significant
      impact on our results of operations or financial position.





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities, an amendment of FASB Statement No. 133” ( “SFAS
      161 ”). This
      statement changes the disclosure requirements for derivative instruments and
      hedging activities. Entities are required to provide enhanced disclosures about
      (a) how and why an entity uses derivative instruments, (b) how derivative
      instruments and related hedged items are accounted for under Statement 133
      and
      its related interpretations, and (c) how derivative instruments and related
      hedged items affect an entity’s financial position, financial performance, and
      cash flows. Based on current conditions, we do not expect the adoption of SFAS
      161 to have a significant impact on our results of operations or financial
      position.





In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles.” This statement identifies the sources of accounting
      principles and the framework for selecting the principles to be used in the
      preparation of financial statements of nongovernmental entities that are
      presented in conformity with generally accepted accounting principles in the
      United States. This statement will not have an impact on our financial
      statements.





In
      May
      2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
      Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of
      this statement is limited to financial guarantee insurance (and reinsurance)
      contracts, as described in this statement, issued by enterprises included within
      the scope of Statement 60. Accordingly, this statement does not apply to
      financial guarantee contracts issued by enterprises excluded from the scope
      of
      Statement 60 or to some insurance contracts that seem similar to financial
      guarantee insurance contracts issued by insurance enterprises (such as mortgage
      guaranty insurance or credit insurance on trade receivables). This statement
      also does not apply to financial guarantee insurance contracts that are
      derivative instruments included within the scope of FASB Statement No. 133,
      “Accounting for Derivative Instruments and Hedging Activities.” This statement
      will not have an impact on our financial statements .




**Results
      of Operations**





The
      following table sets forth statement of operations data expressed as a
      percentage of revenue for the year ended June 30, 2008:


39





**%
                of Revenue**Total
                revenue
            
            $
            155,970Cost
                of revenue
            
            
            30,144
            
            
            19.3
            %Gross
                profit
            
            
            125,826
            
            
            80.7
            %Selling
                expenses
            
            
            51,404
            
            
            33.0
            %General
                and administrative expenses
            
            
            1,614,302
            
            
            1035.0
            %Interest
                expense
            
            
            457,427
            
            
            293.3
            %Income
                tax
            
            
            -
            
            
            0.0
            %Net
                income (loss)
            
            $
            (2,013,826
            )
            
            -1291.2
            %





*Revenue* ** Revenue
      during the year ended June 30, 2008 of $155,970 were earned on a number of
      exclusive advertising contracts for radio advertising that were acquired
      together with the Legend Media Tianjin Investment Company Limited (Music Radio
      Limited) acquisition in May 2008. We plan to focus on executing additional
      exclusivity agreements for radio advertising space throughout highly populated
      areas. We are prepared to support the anticipated increased sales volume by
      recruiting an experienced and driven sales team and relationship management
      team, further developing our technology platform as described below, and
      utilizing direct and indirect relationships with advertising agencies. We will
      also consider licensing our technological capabilities to generate an additional
      revenue stream. Any company newly acquired by us is and will be expected to
      continue to operate largely autonomously. We hope to add substantial value
      through our relationships with international advertisers and advertising
      agencies, as well as with large domestic advertisers, our planned elite
      management and sales teams, and the technology platform we are building. The
      technology platform will focus on inventory management and pricing management
      across the region. Subsidiaries may utilize our proprietary technology to
      allocate advertising space between our larger customers and our local customers.
      In addition to better serving our customer base with a larger distribution
      network, we intend to develop the ability to provide more comprehensive
      statistics to better assist our customers in maximizing the efficiency of their
      advertising campaigns. Our technology platform is expected to provide web access
      for customers to view available inventory, pricing and advertising
      trends.





*Cost
      of revenue*  Cost
      of
      revenue of $30,144, or 19.3% of total revenue, was incurred during the year
      ended June 30, 2008 on a number of exclusive advertising contracts that were
      acquired together with the Legend Media Tianjin Investment Company Limited
      (Music Radio Limited) acquisition in May 2008. Costs include fixed and variable
      sales costs and advertising minutes incurred associated with each advertising
      contract.





*Selling
      expenses* Selling
      expenses incurred during the year ended June 30, 2008 amounted to $51,404,
      or
      33.0% of total revenue. Selling expenses primarily consist of commissions and
      expenses related to distribution of advertising minutes.





*General
      and administrative expenses* General
      and administrative expenses of $1,614,302, or 1,035% of total revenue, primarily
      relate to amortization of intangible assets of $127,736, option expense, legal
      fees, and other various professional fees.





*Interest
      expense* Interest
      expense of $457,427, or 293.3% of total revenue, was incurred in the year ended
      June 30, 2008. The expense resulted from interest expense on our convertible
      notes as well as amortization of debt discounts on the same notes.





Liquidity
      and Capital Resources ****





Cash
      as
      of June 30, 2008 was $2,583,346.





On
      January 31, 2008 , in connection with the Share Exchange Agreement, as amended,
      from the same date, Well Chance entered into a Loan Agreement with RMK Emerging
      Growth Opportunity Fund LP pursuant to which Well Chance had the right to borrow
      $375,733 from RMK as a short term bridge loan. The advances on the loan occurred
      in February 2008. Of the $375,733 original loan amount, the full $375,733 of
      principal and $94,986 of accrued interest is outstanding as of June 30,
      2008.


40


On
      March
      30, 2008, we entered into a Loan Agreement with Jonathan Kantor in the principal
      amount of $100,000. Of the $100,000 original loan amount, $33,000 of principal
      and $23,600 of accrued interest is outstanding as of June 30, 2008. Also on
      March 30, 2008, we entered into a loan agreement with Blueday Limited in the
      principal amount of $250,000. Of the $250,000 original loan amount, $183,000
      of
      principal and $128,600 of accrued interest is outstanding as of June 30,
      2008.





On
      April
      21, 2008, Well Chance entered
      into a Loan Agreement with Newport Capital Asset Management Group ("Newport"),
      pursuant to which Newport loaned Well Chance $200,000. Of the $200,000 original
      loan amount, the full $200,000 of principal and $35,500 of accrued interest
      is
      outstanding as of June 30, 2008.





On
      March
      31, 2008, pursuant
      to the terms of a Securities Purchase Agreement between us and Maoming China
      Fund, we agreed to issue and sell to Maoming 2,083,333 shares of our Series
      A
      Convertible Preferred Stock and warrants to purchase 1,000,000 shares of our
      common stock in the following manner: (a) 1,250,000 shares of Series A
      Convertible Preferred Stock and 600,000 warrants for $3,000,000 upon the later
      of April 12, 2008 or 15 days after our first acquisition of a media advertising
      business operating in the PRC (the “First Sale”), and (b) 833,333 shares of
      Series A Convertible Preferred Stock and 400,000 warrants for $2,000,000 upon
      the later of May 12, 2008 or 15 days after our second acquisition of a media
      advertising business operating in the PRC (the “Second Sale”). The First Sale
      (Music Radio Limited) closed on May 30, 2008 and we issued 1,250,000 shares
      of
      Series A Series A Convertible Preferred Stock and warrants to purchase 600,000
      shares of our common stock to Maoming for gross proceeds to us of $3,000,000
      in
      cash. The Second Sale (News Radio Limited) closed on July 21, 2008. On August
      29, 2008, we completed
      the sale of 625,000 shares of our Series A Convertible Preferred Stock and
      warrants to purchase 300,000 shares of our common stock to Maoming for gross
      proceeds to us of $1,500,000 in cash.  We
      expect
      $1,000,000 of the proceeds received in the Second Sale to be available for
      working capital with the remaining going towards the purchase price for the
      News
      Radio Limited acquisition. In
      accordance with the terms of the Maoming Securities Purchase Agreement, Maoming
      is obligated to purchase an additional 208,333 shares of Series A Convertible
      Preferred Stock and additional warrants to purchase 100,000 shares of Common
      Stock for $500,000. These securities will be issued on an as-needed
      basis.





Cash
      used
      in operating activities in the year ended June 30, 2008 amounted to $830,681,
      primarily from our net loss in the current year of $2,013,826. The
      net
      loss was driven by the expanding operations in the PRC and the associated
      increased overhead. We
      believe we have sufficient capital resources to fund our current operations
      for
      the next 12 months. However, additional funds will be required to fully
      implement our business plan. There are no assurances that we will be able to
      obtain further funds required for further expansion and full execution of our
      business plan.





Cash
      used
      in investing activities in the year ended June 30, 2008 amounted to $466,185,
      and resulted from the payment of $500,000 for deposit on our acquisition of
      News
      Radio Limited, primarily offset by cash acquired in the Music Radio Limited
      acquisition.





Cash
      flows generated by financing activities in the year ended June 30, 2008 amounted
      to $3,879,473, and primarily resulted form the sale of Series A Convertible
      Preferred Stock of $3,000,000, as well as net proceeds from notes payable of
      $791,733. Common stock was also sold in connection with the reverse acquisition
      for $87,740. We intend to pursue various financing alternatives to meet our
      long-term financial requirements. There can be no assurance that additional
      financing will be available to us when needed or, if available, that it can
      be
      obtained on commercially reasonable terms. If we are not able to obtain
      additional financing on a timely basis, we will be unable to expand our business
      as planned, and we will not be able to meet our other obligations as they become
      due. In such event, we will be forced to scale down or perhaps even cease our
      operations.





We
      intend
      to meet our liquidity requirements, including capital expenditures related
      to
      the purchase of equipment and the expansion of our business, through cash flow
      provided by operations and funds raised through offerings of our securities.





Employees





We
      believe that the radio advertising industry in China is highly fragmented and
      inefficient and, therefore, that there is an opportunity to take a leading
      position by deploying a highly motivated and experienced sales team in the
      market. With our planned expansion of inventory and anticipated increased sales
      volume, we are expecting a significant increase in the number of our employees.
      We have begun recruiting all levels of sales staff and expect to add new staff
      members in early 2009.


41


Technology





The
      advertising industry in China is quickly evolving from its pioneering stage.
      Its
      fast development is largely a result of the rapid emergence of new technologies,
      such as inexpensive television displays, compact storage technology, and
      centralized radio platforms. We intend to develop proprietary technology
      offering fully-customized distribution capabilities to our advertising customers
      that rapidly deploy advertisements. This technology would be designed to also
      quickly turn around performance metrics to better assist our customers in making
      adjustments that may be necessary to realize their goals. As a peripheral source
      of revenue, we may explore licensing our then developed technology platform
      to
      companies that are not appropriate acquisition targets but do not pose a threat
      to our market share.





Marketing





After
      we
      acquire advertising rights, we plan to develop and oversee sales teams in each
      region with which we would then have advertising rights. We would then train
      and
      educate such sales personnel in house to best position them to provide
      prospective customers with appropriate information about our services, the
      advantages of our advertising networks, and any other relevant information.
      Sales teams would be organized by region, advertising medium, and industry.





Suppliers





We
      hope
      to deploy our advertisements in a variety of media and locations, including
      radio stations, office buildings, post offices and airports. Maintaining
      relationships with radio station owners, land owners and property managers
      would
      be essential to our sustained competitiveness. Relationship management teams
      will be expected to actively ensure that we maintain the respect of our
      suppliers. In so doing, we believe that in addition to avoiding distractions,
      we
      anticipate earning a good reputation that can bring opportunities with other
      such owners and managers.





Customers





We
      plan
      to attract international and domestic advertising customers from a variety
      of
      industries which is expected to include leading brand names. Relationships
      with
      local advertisers would be maintained at the local level to further increase
      utilization rates.





Network
      Monitoring and Analysis





We
      intend
      to provide services relating to our customers’ marketing campaigns. Our future
      in-house operations team would be designed to monitor the displays in its
      network and provide analytic reports that can be supplied to customers for
      future planning purposes. Advertising customers could leverage our advertising
      services that target specific segments of consumer markets. Market analysis
      is
      vital to evaluating the effectiveness and value of advertising campaigns.
      Included in these planned services are consumer surveys, demographic analysis,
      and other internally distributed analytics.





**Inflation**





We
      believe that inflation has not had a material adverse impact on our business
      or
      operating results during the periods presented.





**Off-Balance
      Sheet Arrangements**





There
      were no off-balance sheet arrangements during the year ended June 30, 2008
      that
      have, or are reasonably likely to have, a current or future affect on our
      financial condition, changes in financial condition, revenues or expenses,
      results of operations, liquidity, capital expenditures or capital resources
      that
      is material to our interests.


42


***Item
      7. Financial Statements***





See
      "Index to Financial Statements" beginning on page F-1 below for our financial
      statements included in this Form 10-KSB.





***Item
      8. Changes In and Disagreements with Accountants On Accounting and Financial
      Disclosure***





Effective
      July 16, 2008, we dismissed our independent accountant engaged as the principal
      accountant to audit our financial statements, Mantyla McReynolds LLC, and retain
      in its place Goldman Parks Kurland Mohidin - GPKM LLP as the Company's new
      independent accountant engaged as the principal accountant to audit our
      financial statements. The Company's relationship with Mantyla McReynolds LLC
      ended on July 16, 2008. There have been no disagreements with Mantyla McReynolds
      LLC or Goldman Parks Kurland Mohidin - GPKM LLP on any matter of accounting
      principles or practices, financial statement disclosure, or auditing scope
      or
      procedure and there were no reportable events, as described in Item
      304(a)(1)(iv) of Regulation S-B.




***Item
      8A(T). Controls and Procedures***





(a) Evaluation
      of Disclosure Controls and Procedures





Our
      Chief
      Executive Officer and Chief Financial Officer (collectively, the "Certifying
      Officers") are responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
      the Exchange Act) for us. Based on their evaluation of our disclosure controls
      and procedures as of the end of the period covered by this annual report on
      Form
      10-KSB, the Certifying Officers have concluded that (a) our disclosure controls
      and procedures are effective for ensuring 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 Securities and Exchange Commission's rules and forms; and (b) our
      disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed by
      us
      under the Exchange Act is accumulated and communicated to our management,
      including our principal executive and principal financial officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





(b) Management’s
      Annual Report on Internal Control over Financial Reporting





The
      Certifying Officers are responsible for establishing and maintaining adequate
      internal control over financial reporting, as such term is defined in Rule
      13a-15(f) and 15d-15(f) promulgated under the Exchange Act. The Certifying
      Officers' evaluation of our internal control over financial reporting concluded
      that they were effective and that there have been no occurrences during the
      period covered by this annual report on Form 10-KSB that has materially affected
      or is reasonably likely to materially affect, our internal control over
      financial reporting.





(c)
      Attestation Report by Registered Public Accounting Firm





This
      annual report on Form 10-KSB does not include an attestation report of the
      Company’s registered public accounting firm regarding internal control over
      financial reporting. Management’s report was not subject to attestation by the
      Company’s registered public accounting firm pursuant to temporary rules of the
      Securities and Exchange Commission that permit the Company to provide only
      management’s report in this annual report.





(d)
      Changes in Internal Control over Financial Reporting





There
      were no changes in our internal control over financial reporting that occurred
      during our last fiscal quarter that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial reporting.


43


(e)
      Inherent Limitations of Controls and Procedures





Our
      management, including each of the Certifying Officers, does not expect that
      our
      disclosure controls or our internal controls will prevent all error and fraud.
      A
      control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control system
      are met. In addition, the design of a control system must reflect the fact
      that
      there are resource constraints, and the benefits of controls must be considered
      relative to their costs. Because of the inherent limitations in all control
      systems, no evaluation of controls can provide absolute assurance that all
      control issues and instances of fraud, if any, within a company have been
      detected. These inherent limitations include the realities that judgments in
      decision-making can be faulty, and that breakdowns can occur because of simple
      error or mistake. Additionally, controls can be circumvented by the individual
      acts of some persons, by collusion of two or more people or by management
      override of the control. The design of any systems of controls also is based
      in
      part upon certain assumptions about the likelihood of future events, and there
      can be no assurance that any design will succeed in achieving its stated goals
      under all potential future conditions. Over time, controls may become inadequate
      because of changes in conditions, or the degree of compliance with the policies
      or procedures may deteriorate. Because of these inherent limitations in a
      cost-effective control system, misstatements due to error or fraud may occur
      and
      not be detected.





(f)
      Certifications





We
      have
      attached as exhibits to this annual report on Form 10-KSB the certifications
      of
      our Chief Executive Officer and Chief Financial Officer, which are required
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. We recommend that
      this Item 8A(T) be read in conjunction with the certifications for a more
      complete understanding of the subject matter presented.





***Item
      8B. Other Information***





None.


44


**PART
      III**




**Item
      9.** ***Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance with Section 16(a) of the Exchange Act.***





**Identity
      and Background of our Executive Officers and Directors**







The
      following individuals serve as our directors and/or executive officers, as
      indicated:




**Name**
            
            **Age**
            
            **Position**Jeffrey
                Dash
            
            39
            
            Chief
                Executive Officer, Chief Financial Officer and DirectorWilliam
                Lee
            
            52
            
            Chief
                Operating OfficerMichael
                Bonner
            
            40
            
            DirectorAndre
                Nair
            
            52
            
            DirectorRichard
                Vogel
            
            43
            
            Director





Jeffrey
      Dash has been our Chief Executive Officer and a director since February 2008.
      He
      has spent his career building businesses and has held positions in Germany,
      Switzerland, Czech Republic and Russia. Mr. Dash has over 16 years of finance
      and operation experience. Since August 2007 and until February 2008, Mr. Dash
      has been working as a self employed consultant developing the business plan
      for
      Legend Media. He was employed by Xyience Incorporated, a consumer packaged
      good
      company from May 2006 to May 2007. From May 2001 to April 2006, Mr. Dash worked
      for Viking River Cruises where he held numerous positions including President
      of
      U.S. Division, Managing Director of the European division in Germany and Senior
      Vice President of Worldwide sales and marketing.





William
      Lee, Ph.D, joined the Company in April 2008 and assumed the role of Chief
      Operating Officer. He received his Ph.D from MIT and spent over 10 years in
      the
      United States. From 2007 to 2008, Dr. Lee held the position of Managing Director
      of Transworld Consulting Group, an investment advisory service. From 2004 to
      2006, he worked for TNT, an express delivery company, where he held various
      positions focused on strategy, mergers and acquisitions and alliances in the
      PRC. From 2002 to 2004, Dr. Lee worked for McKinsey & Co., a worldwide
      management consulting firm, as a senior associate.





Michael
      Bonner has been a director since February 2008. He is
      a
      business strategy consultant who has held numerous senior positions in the
      cruise industry, including positions running the strategic planning, business
      development, corporate finance, and capital planning functions at Royal
      Caribbean Cruises, a major cruise line with a portfolio of cruise brands in
      the
      United States, Europe, and Asia. From 2006 to 2008, Mr. Bonner worked for
      TheScholarShip, a subsidiary of Royal Caribbean Cruise Line, where he held
      the
      position of Chief Operating Officer. From 2005 to 2006, he was the Senior Vice
      President of Corporate Planning at Viking River Cruises. From 1997 to 2005,
      he
      worked for Royal Caribbean Cruise Line where he held numerous senior positions
      in strategy and finance.





Richard
      Vogel has been a director since February 2008. Since 2005, he has been Chief
      Operating Officer of Loeb Enterprises, LLC, a private equity firm, and has
      extensive background in the advertising, marketing and media industries. From
      1994 to 2004, he worked for Synapse Group, Inc., a marketing services company,
      where he held various senior management positions in sales, marketing and
      general management.





Andre
      Nair has been a director since April 2008. He has 27 years of experience in
      Asia's media industry where he has held numerous senior positions. Since 2007,
      Mr. Nair has been the Chief Strategy Officer of JWT Asia Pacific, a leading
      advertising agency where he is responsible for business strategy. From 2006
      to
      2007, he was the Chief Executive Officer of GroupM Asia Pacific, a media
      planning and buying company. From 2004 to 2006, Mr. Nair was the Chairman of
      MEC
      Asia Pacific, a media planning and buying company. From 2001 to 2004, Mr. Nair
      worked for GroupM Asia Pacific where he was the Chief Executive Officer of
      the
      South Asia division.





**Board
      Committees**





We
      are
      not a "listed issuer" as defined in Rule 10A-3 promulgated under the Exchange
      Act and are not currently required to have an audit, compensation, or nominating
      committee. However, our board of directors has future plans to form these
      committees and approve their charters. When the audit committee is formed,
      our
      board of directors expects to determine if it has a member that qualifies as
      an
      "audit committee financial expert" as defined in Item 407(d)(5)(ii) of
      Regulation S-B promulgated under the Exchange Act.


45


**Code
      of Ethics**





Our
      code
      of ethics is currently out of date and we are in the process of updating it.
      Once updated, we undertake to provide to any person without charge, a copy
      of
      our code of ethics upon written request directed to Chief Financial Officer,
      Legend Media, Inc., 9663 Santa Monica Boulevard #952, Beverly Hills, CA
      90210.





**Compliance
      with Section 16(a) of the Securities Exchange Act of 1934**





At
      this
      time, the Company is not subject to the provisions of Section 16(a) of the
      Exchange Act.





**Item
      10.** ***Executive
      Compensation***





The
      following summary compensation table indicates the cash and non-cash
      compensation earned during the fiscal years ended June 30, 2008 and June 30,
      2007 by our Chief Executive Officer, Chief Operating Officer, and each of our
      other highest paid executives, if any, whose total compensation exceeded
      $100,000 during such fiscal year ends.





**SUMMARY
      COMPENSATION TABLE**





Name and principal position
            
            Year
            
            Salary ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($) (6)
            
            Non-
              Equity
              Incentive
                Plan
              Compensation
              ($)
            
            Nonqualified
              Deferred
              Compensation
              Earnings
                ($)
            
            Total
              ($)Jeffrey
                Dash
            
            
            2008
            
            $
            83,333
            
            
            —
            
            $
            12,840
            (2)
            $
            36
            (3)
            
            —
            
            
            —
            
            $
            96,209Chief
                Executive Officer and
            
            
            2007
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Chief
                Financial Officer (1)Shannon
                McCallum Law
            
            
            2008
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Former
                President, Secretary and
            
            
            2007
            
            $
            25,938
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            $
            25,938Director
                (4)Dr.
                William Lee
            
            
            2008
            
            $
            37,500
            
            
            —
            
            
            —
            
            $
            65,277
            (5)
            
            —
            
            
            —
            
            $
            102,777Chief
                Operating Officer (1)
            
            
            2007
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —





(1)
            Mr.
                Jeffrey Dash and Dr. William Lee have deferred payment of all cash
                salary
                during 2008. The amount shown for each reflects the accrued amount
                of
                compensation due each, respectively.(2)
            Mr.
                Jeffrey Dash received 600,000 shares of common stock at the time
                he became
                our Chief Executive Officer and Chief Financial Officer in February
                2008.
                   The value of each share of our common stock at such time was $0.0214.(3)
            On
                January 31, 2008, the Company granted Mr. Dash options to purchase
                400,000
                shares of our common stock at an exercise price of $2.50 per share,
                with
                25% vesting at the end of the first three months and options to purchase
                30,000 shares of common stock vesting at the end of each three months
                thereafter. The Company used the Black Scholes model to value the
                options
                at the time they were issued, based on volatility of 100%, dividend
                yield
                of 0%, the stated exercise prices and expiration dates of the instruments
                and using an average risk-free rate of 4.5%. Because the Company
                does not
                have a history of issuing employee stock options, the estimated life
                is
                based on the vesting period. This is the same as assuming that the
                options
                are exercised at the end of the vesting period.(4)
            Shannon
                McCallum-Law was the principal executive officer during 2007 and
                until
                January 31, 2008. Her compensation was paid to her or to a company
                controlled by her, MCL
                Marketing.


46





(5)
            On
                April 8, 2008, the Company granted Dr. Lee options to purchase 400,000
                shares of our common stock at an exercise price of $3.25 per share,
                with
                12.5% vesting at the end of the first three months and options to
                purchase
                30,000 shares of common stock vesting at the end of each three months
                thereafter. The Company used the Black Scholes model to value the
                options
                at the time they were issued, based on volatility of 92%, dividend
                yield
                of 0%, the stated exercise prices and expiration dates of the instruments
                and using an average risk-free rate of 4.5%. Because the Company
                does not
                have a history of issuing employee stock options, the estimated life
                is
                based on the vesting period. This is the same as assuming that the
                options
                are exercised at the end of the vesting period.(6)
            Reflects
                the dollar amount expensed by the Company during the applicable fiscal
                year for financial statement reporting purposes pursuant to FAS 123R.
                FAS
                123R requires the Company to determine the overall value of the options
                as
                of the date of grant based upon the Black-Scholes method of valuation,
                and
                to expense that value over the service period over which the options
                become exercisable (vested). As a general rule, for time in service
                based
                options, the Company will immediately expense any option or portion
                thereof which is vested upon grant, while expensing the balance on
                a pro
                rata basis over the remaining vesting term of the option.





**Employment
      Agreements**





On
      January 31, 2008, we entered into an Employment Agreement with our Chief
      Executive Officer and Chief Financial Officer, Jeffrey Dash, effective February
      1, 2008. Mr. Dash’s annual base salary is $200,000 and he is eligible to receive
      a discretionary bonus of up to 75% of his base salary at the discretion of
      our
      board of directors. The Employment Agreement has no term and Mr. Dash serves
      at
      the discretion of our board of directors.





We
      have
      not entered into employment agreements with any of our other executive officers.





**Outstanding
      Equity Awards**





**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END**





**Option
                Awards****Name**
            
            **Number of**
              **Securities**
              **Under lying**
              **Unexercised**
              **Options**  **(#)**
              **Exercisable**
            
            **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options  (#)**
              **Un exercisable**
            
            **Equity**
              **Incentive**
              **Plan**
              **Awards:**
              **Number of**
              **Securities**
              **Under lying**
              **Un exercised**
              **Unearned**
              **Options**  **(#)**
            
            **Option**
              **Exercise**
              **Price ($)**
            
            **Option**
              **Expiration**
              **Date**Jeffrey Dash
            
            
            120,000
            
            
            280,000
            (1)
            
            0
            
            $
            2.50
            
            
            02/01/2013William
                Lee
            
            
            33,335
            
            
            366,665
            (2)
            
            0
            
            $
            3.25
            
            
            04/08/2013





(1)
            
            Pursuant
                to the agreement with Jeffrey Dash, 25% of his options vest at the
                end of
                the first three months of employment with the remaining vesting at
                30,000
                options at the end of each three months thereafter.(2)
            
            Pursuant
                to the agreement with William Lee, 12.5% of his options vest at the
                end of
                the first three months of employment with the remaining vesting at
                30,000
                options at the end of each three months
                thereafter.




47


**Director
      Compensation**





The
      following table provides compensation information for our directors during
      the
      fiscal year ended June 30, 2008:





**DIRECTOR
      COMPENSATION**


Name
                
                Fees
                  Earned or
                  Paid in
                  Cash ($)
                
                Stock
                  Awards
                  ($)
                
                Option
                  Awards ($)
                  (2)
                
                Non-Equity
                  Incentive Plan
                  Compensation
                  ($)
                
                Non-Qualified
                  Deferred
                  Compensation
                  Earnings ($)
                
                All Other
                  Compensation
                  ($)
                
                Total ($)Jeffrey
                    Dash (1)
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Michael
                    Bonner
                
                
                -
                
                
                -
                
                $
                33,783
                (3)
                
                -
                
                
                -
                
                
                -
                
                $
                33,783Andre
                    Nair
                
                
                -
                
                
                -
                
                $
                17,690
                (4)
                
                -
                
                
                -
                
                
                -
                
                $
                17,690Richard
                    Vogel
                
                
                -
                
                
                -
                
                $
                36,742
                (5)
                
                -
                
                
                -
                
                
                -
                
                $
                36,742











(1)
            Mr.
                Dash’s is not compensated as a director. We compensate him solely in his
                role as our Chief Executive Officer and Chief Financial
                Officer.





(2)
            Reflects
                the dollar amount expensed by the Company during the fiscal year
                for
                financial statement reporting purposes pursuant to FAS 123R. FAS
                123R
                requires the Company to determine the overall value of the options
                as of
                the date of grant based upon the Black-Scholes method of valuation,
                and to
                expense that value over the service period over which the options
                become
                exercisable (vested). As a general rule, for time in service based
                options, the Company will immediately expense any option or portion
                thereof which is vested upon grant, while expensing the balance on
                a pro
                rata basis over the remaining vesting term of the
                option.





(3)
            On
                February 13, 2008, the Company granted Mr. Bonner options to purchase
                80,000 shares of our common stock at an exercise price of $2.50 per
                share,
                that vest at a rate of 10,000 options at the end of each three month
                period following the date of grant. The Company used a Black Scholes
                model
                to value the options at the time they were issued, based on volatility
                of
                90%, dividend yield of 0%, the stated exercise prices and expiration
                dates
                of the instruments and using an average risk-free rate of 4.5%. Because
                the Company does not have a history of employee stock options, the
                estimated life is based on the vesting period. This is the same as
                assuming that the options are exercised at the end of the vesting
                period.As
                of June 30, 2008, 80,000 of Mr. Bonner's options were outstanding,
                of
                which 15,222 were
                exercisable.





(4)
            On
                April 10, 2008, the Company granted Mr. Nair options to purchase
                80,000
                shares of our common stock at an exercise price of $3.70 per share,
                that
                vest at a rate of 10,000 options at the end of each three month period
                following the date of grant. The Company used a Black Scholes model
                to
                value the options at the time they were issued, based on volatility
                of
                96%, dividend yield of 0%, the stated exercise prices and expiration
                dates
                of the instruments and using an average risk-free rate of 4.5%. Because
                the Company does not have a history of employee stock options, the
                estimated life is based on the vesting period. This is the same as
                assuming that the options are exercised at the end of the vesting
                period.
                As
                of June 30, 2008, 80,000 of Mr. Nair's options were outstanding,
                of which
                9,111 were exercisable.





(5)
            On
                February 1, 2008, the Company granted Mr. Vogel options to purchase
                80,000
                shares of our common stock at an exercise price of $2.50 per share,
                that
                vest at a rate of 10,000 options at the end of each three month period
                following the date of grant. The Company used a Black Scholes model
                to
                value the options at the time they were issued, based on volatility
                of
                90%, dividend yield of 0%, the stated exercise prices and expiration
                dates
                of the instruments and using an average risk-free rate of 4.5%. Because
                the Company does not have a history of employee stock options, the
                estimated life is based on the vesting period. This is the same as
                assuming that the options are exercised at the end of the vesting
                period.
                As
                of June 30, 2008, 80,000 of Mr. Vogel's options were outstanding,
                of which
                16,556 were exercisable.


48


**Item
      11.** ***Security
      Ownership Of Certain Beneficial Owners And Management And Related Stockholder
      Matters*** ******





**Security
      Ownership of Certain Beneficial Owners and Management**





The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock as of September 15, 2008 for each of the following
      persons:





•
         each of our directors and officers;


•
         all directors and officers as a group; and


•
         each person who is known by us to own beneficially five percent or
      more of our common stock.





Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission. Unless otherwise indicated in the table, the persons and
      entities named in the table have sole voting and sole investment power with
      respect to the shares set forth opposite the stockholder’s name. The percentage
      of shares of common stock beneficially owned set forth below is based on
      12,934,273 shares of common stock which includes 10,339,775 shares of common
      stock outstanding as of September 15 and 1,254,518 shares of common stock
      issuable upon exercise of warrants and options currently exercisable and
      exercisable over the next 60 days as of September 15, 2008.




**Name
                of Beneficial Owner**
            
            **Number of**
              **Shares of**
              **Common Stock**
              **Beneficially**
              **Owned (1)**
            
            **Percent of Shares**
              **of Common Stock**
              **Beneficially Owned**
              **(1)*****Executive
                Officers and/or Directors:***Jeffrey
                Dash, Chief Executive Officer, Chief Financial Officer and
              Director
                (2)
            
            
            730,000
            
            
            5.7
            %Michael
                Bonner, Director (3)
            
            
            35,222
            
            
            *Andre
                Nair, Director (4)
            
            
            29,111
            
            
            *Richard
                Vogel, Director (5)
            
            
            36,556
            
            
            *William
                Lee, Chief Operating Officer (6)
            
            
            93,335
            
            
            ****All
                Executive Officers and Directors******as
                a Group (5 persons)***
            
            
            924,224
            
            
            7.2
            %***5%
                Beneficial Owners:***Maoming
                China Fund (7)
            
            
            3,925,000
            
            
            30.6
            %Music
                Radio Limited (8)
            
            
            2,039,755
            
            
            15.9
            %Adam
                Roseman (9)
            
            
            921,907
            
            
            7.2
            %Jeffrey
                Dash, Chief Executive Officer, Chief Financial Officer and
              Director
                (2)
            
            
            730,000
            
            
            5.7
            %






*
                Denotes less than 1%(1)
            Under
                Rule 13d-3, a beneficial owner of a security includes any person
                who,
                directly or indirectly, through any contract, arrangement, understanding,
                relationship, or otherwise has or shares: (i) voting power, which
                includes
                the power to vote, or to direct the voting of shares; or (ii) investment
                power, which includes the power to dispose or direct the disposition
                of
                shares. Certain shares may be deemed to be beneficially owned by
                more than
                one person (if, for example, persons share the power to vote or the
                power
                to dispose of the shares). In addition, shares are deemed to be
                beneficially owned by a person if the person has the right to acquire
                the
                shares (for example, upon exercise of an option) within 60 days of
                the
                date as of which the information is provided. In computing the percentage
                ownership of any person, the amount of shares outstanding is deemed
                to
                include the amount of shares beneficially owned by such person (and
                only
                such person) by reason of these acquisition rights. As a result,
                the
                percentage of outstanding shares of any person as shown in this table
                does
                not necessarily reflect the person's actual ownership or voting power
                with
                respect to the number of shares of common stock actually outstanding.(2)
            Includes
                stock options to purchase 180,000 shares of common
                stock.


49





(3)
            Includes
                stock options to purchase 35,222 shares of common
                stock.(4)
            Includes
                stock options to purchase 29,111 shares of common
                stock.(5)
            Includes
                stock options to purchase 36,556 shares of common
                stock.(6)
            Includes
                stock options to purchase 93,335 shares of common
                stock.(7)
            Includes
                1,250,000 shares of our common stock issuable upon conversion of
                our
                Series A Convertible Preferred Stock and 600,000 shares of our common
                stock issuable upon exercise of warrants. The stockholder owns 100%
                of our
                issued and outstanding Series A Convertible Preferred Stock. Based
                solely
                on information provided by the stockholder and related transaction
                documents. The address of this stockholder is Clifton House, 75 Fort
                Street, PO Box 1350GT, Grand Cayman, Cayman Islands.(8)
            Based
                solely on information provided by stockholder and related transaction
                documents. Mr. Ju Baochun has voting and investment control over
                these
                securities. According to the transaction documents the address of
                this
                holder is Room 8-3-101, Guanyuan Plaza, No.1 Cuihua Street, Xicheng
                District, Beijing PRC.(9)
            Includes
                150,294 shares of our common stock issuable upon exercise of warrants
                held
                by RMK Emerging Growth Opportunity Fund LP over which the stockholder
                has
                voting and investment power as the Chief Executive Officer of RMK
                Emerging
                Growth Opportunity Fund LP. Based solely on information provided
                by the
                stockholder. The address of this stockholder is 9440 South Santa
                Monica
                Boulevard, Suite 401 Beverly Hills, CA 
                90210.





**Securities
      Authorized for Issuance under Equity Compensation Plans or Individual
      Compensation Arrangements**





Please
      see the section entitled “Securities Authorized for Issuance under Equity
      Compensation Plans or Individual Compensation Agreements” under Item 5 in Part
      II above.





**Item
      12.** ***Certain
      Relationships and Related Transactions And Director
      Independence*** ******





**Related
      Transactions**





**RMK
      Emerging Growth Opportunity Fund LP**





On
      January 31, 2008, in connection with the closing of our reverse merger, Well
      Chance entered into a Loan Agreement with RMK Emerging Growth Opportunity Fund
      LP pursuant to which RMK Emerging Growth Opportunity Fund LP extended a loan
      to
      Well Chance in the principal amount of $375,733, evidenced by a promissory
      note.
      The loan matures on January 30, 2009. If the loan is repaid on or before January
      30, 2009, Well Chance must pay a loan fee on the loan equal to 68.64045% of
      the
      outstanding loan principal. If payment of the loan principal is made after
      January 30, 2009, additional loan fees are due as described in the Loan
      Agreement. The entire principal amount of the initial loan is currently
      outstanding and also represents the largest aggregate amount of principal
      outstanding on the loan during the period covered by this annual report on
      Form
      10-KSB. We have not made any payments of principal or interest during the fiscal
      year ended June 30, 2008. Provided we repay the loan on or before January 30,
      2009, we owe RMK Emerging Growth Opportunity Fund LP an aggregate of $633,638
      In
      connection with entering into the Loan Agreement, Well Chance and RMK Emerging
      Growth Opportunity Fund LP also entered into a Security Agreement to secure
      the
      loan and the Company issued a warrant to RMK Emerging Growth Opportunity Fund
      LP
      exercisable into 200,000 shares of the Company's common stock at an exercise
      price of $2.50 per share. The warrant is immediately exercisable upon issuance
      and is exercisable until the third anniversary of the issuance date. On August
      23, 2008, Well Chance and RMK Emerging Growth Opportunity Fund LP entered into
      a
      First Amendment to Loan Agreement and First Amendment to Security Agreement
      pursuant to which the parties revised the documentation for the loan to reflect
      that the principal amount of the loan actually advanced by RMK Emerging Growth
      Opportunity Fund LP to Well Chance was $375,733. On the same date, Well Chance
      issued a First Replacement Secured Promissory Note in the principal amount
      of
      $375,733 and the Company issued a First Replacement Common Stock Purchase
      Warrant exercisable into 150,294 shares of the Company's common stock at an
      exercise price of $2.50 per share. RMK Emerging Growth Opportunity Fund LP
      is
      owned and controlled by Adam Roseman, who is a beneficial owner of 7.2% of
      our
      common stock.


50


The
      due
      date on this loan is January 30, 2009. Interest expense of $134,808 has been
      included in the accompanying statement of operations for the year ended June
      30,
      2008. Of the $375,733 original loan amount, the full $375,733 is outstanding
      and
      is classified as related party note payable in the amount of $307,294, net
      of
      debt discount of $68,439 in the accompanying June 30, 2008 consolidated balance
      sheet.





**Beijing
      Hongteng Lianguang Advertising Co., Ltd.**





We
      have
      an ongoing business relationship with Beijing Hongteng Lianguang Advertising
      Co., Ltd. (“HTLG”), a PRC company beneficially owned by Mr. Ju Baochun. Mr.
      Baochun owns 80% of Music Radio Limited, which in turn is the beneficial owner
      of 15.9% of our common stock. We entered into a sales and marketing agreement
      with HTLG pursuant to which HTLG actively sells and promotes our radio
      advertising inventory. The agreement can be cancelled at any time. We pay HTLG
      RMB105,000 per month plus 15% commission of sales revenue. The commission is
      paid based on cash collections but is recorded as revenue is recognized. We
      have
      recognized $140,080 in payables to HTLG, and have classified the amount as
      part
      of other payables in the accompanying consolidated balance sheet at June 30,
      2008. We have also recognized $155,970 related to the revenue rights agreement
      in the accompanying consolidation statements of operations for the year ended
      June 30, 2008.





**Director
      Independence**





Our
      board
      of directors follow the standards of independence established under the Nasdaq
      rules in determining if directors are independent and has determined that
      Michael Bonner, Andre Nair and Richard Vogel are independent for all purposes
      under such rules.





**Item
      13.*****Exhibits*******




Exhibit
                #
            
            Description2.1
            
            Share
                Exchange Agreement, dated January 31, 2008, by and among Noble Quests,
                Inc., the majority shareholder of Noble Quests, Inc., Well Chance
                Investments Limited and the shareholders of Well Chance Investments
                Limited (1)3.1
            
            Articles
                of Incorporation of Noble Quests, Inc., filed with the Nevada Secretary
                of
                State on March 13, 1998 (2)3.2
            
            Certificate
                of Amendment to Articles of Incorporation for Noble Quests, Inc.,
                filed
                with the Nevada Secretary of State on October 25, 2006
                (2)3.3
            
            Amended
                and Restated Articles of Incorporation for Noble Quests, Inc., filed
                with
                the Nevada Secretary of State on November 1, 2006 (2)3.4
            
            Certificate
                of Amendment to Articles of Incorporation (3)3.5
            
            Certificate
                of Designation of the Preferences, Rights, Limitations, Qualifications
                and
                Restrictions of the Series A Convertible Preferred Stock of the Company
                (4)3.6
            
            Bylaws
                of Noble Quests, Inc. (2)4.1
            
            Form
                of Common Stock Purchase Warrant of Legend Media, Inc.
                (5)4.2
            
            Common
                Stock Purchase Warrant, dated April 21, 2008, issued by Well Chance
                Investments Limited to Newport Capital Asset Management Group
                (6)


51





4.3
            
            Common
                Stock Purchase Warrant, dated March 30, 2008, issued by the Company
                to
                Jonathan Kantor (7)4.4
            
            Common
                Stock Purchase Warrant, dated March 30, 2008, issued by the Company
                to
                Blueday Limited (7)4.5
            
            Common
                Stock Purchase Warrant, dated January 31, 2008, issued to RMK Emerging
                Growth Opportunity Fund LP (1)10.1
            
            Form
                of Stock Purchase Agreement (1)10.2
            
            Share
                Purchase Agreement, dated June 4, 2008, among the Company, Well Chance
                Investments Limited, Ju Baochun and Xue Wei (8)10.3
            
            Share
                Purchase Agreement, dated May 8, 2008, among the Company, Well Chance
                Investments Limited, Music Radio Limited, Ju Baochun and Xue Wei
                (9)10.4
            
            Amendment
                to Share Purchase Agreement, dated June 19, 2008, among the Company,
                Well
                Chance Investments Limited, Music Radio Limited, Ju Baochun and Xue
                Wei
                (10)10.5
            
            Securities
                Purchase Agreement, dated March 31, 2008, among the Company and Maoming
                China Fund (5)10.6
            
            Loan
                Agreement, dated April 21, 2008, between Well Chance Investments
                Limited
                and Newport Capital Asset Management Group (6)10.7
            
            Loan
                Agreement, dated March 30, 2008, between the Company and Jonathan
                Kantor
                (7)10.8
            
            Loan
                Agreement, dated March 30, 2008, between the Company and Blueday
                Limited
                (7)10.9
            
            Loan
                Agreement, dated January 31, 2008, by and between Well Chance Investments
                Limited and RMK Emerging Growth Opportunity Fund LP (1)10.10
            
            First
                Amendment to Loan Agreement, dated August 23, 2008, between Well
                Chance
                Investments Limited and RMK Emerging Growth Fund, LP
                (11)10.11
            
            Security
                Agreement dated as of April 21, 2008 between Well Chance Investments
                Limited and Newport Capital Asset Management Group (6)10.12
            
            Security
                Agreement, dated January 31, 2008, by and between Well Chance Investments
                Limited and RMK Emerging Growth Opportunity Fund LP (1)10.13
            
            First
                Amendment to Security Agreement, dated August 23, 2008, between Well
                Chance Investments Limited and RMK Emerging Growth Opportunity Fund,
                LP
                (11)10.14
            
            Secured
                Convertible Promissory Note, dated April 21, 2008, issued by Well
                Chance
                Investments Limited to Newport Capital Asset Management Group
                (6)10.15
            
            Promissory
                Note, dated March 30, 2008, issued by the Company to Jonathan Kantor
                (7)10.16
            
            Promissory
                Note, dated March 30, 2008, issued by the Company to Blueday Limited
                (7)


52





10.17
            
            Secured
                Promissory Note, dated January 31, 2008, issued by Well Chance Investments
                Limited to RMK Emerging Growth Opportunity Fund LP (1)10.18
            
            Voting
                Agreement, dated March 31, 2008, by and among the Company, ARC Investment
                Partners LLC, Tapirdo Enterprises LLC, Loeb Enterprises II LLC, Jeffrey
                Dash, Aries Equity Corp., Nalp Capital LLC and Maoming China Fund
                (5)10.19
            
            Exclusive
                Advertising Rights Agreement, dated August 4, 2008, by and between
                Beijing
                Guo Guangrong Advertising Co., Ltd. and Beijing Merci International
                Advertising Co., Ltd. (12)10.20
            
            Exclusive
                Technical, Operational, Business Consulting and Services Agreement,
                dated
                July 3, 2008, by and among Legend Media (Beijing) Information and
                Technology Co., Ltd., Beijing Maihesi Advertising International Co.,
                Ltd.,
                Ju Baochun and Xue Wei (13)10.21
            
            Exclusive
                Technical, Operational, Business Consulting and Services Agreement,
                dated
                May 30, 2008, among Legend Media (Beijing) Consulting Co., Ltd.,
                Tianjin
                Yinse Lingdong Advertising Co., Ltd., Ju Baochun and Xue Wei
                (14)10.22
            
            Operating
                Agreement, dated July 3, 2008, by and among Legend Media (Beijing)
                Information and Technology Co., Ltd., Beijing Maihesi Advertising
                International Co., Ltd., Ju Baochun and Xue Wei (13)10.23
            
            Operating
                Agreement, dated May 30, 2008, among Legend Media (Beijing) consulting
                Co., Ltd., Tianjin Yinse Lingdong Advertising Co., Ltd., Ju Baochun
                and
                Xue Wei (14)10.24
            
            Revenue
                Assignment Agreement, dated May 30, 2008, among Well Chance Investments
                Limited, Beijing Hongteng Lianguang Advertising Co., Ltd., Tianjin
                Yinse
                Lingdong Advertising Co., Ltd., Ju Baochun and Xue Wei
                (14)10.25
            
            Authorization
                Agreement, dated July 3, 2008, between Xue Wei and Jeffrey Dash
                (13)10.26
            
            Authorization
                Agreement, dated July 3, 2008, between Ju Baochun and Jeffrey Dash
                (13)10.27
            
            Authorization
                Agreement, dated May 30, 2008, by Ju Baochun (14)10.28
            
            Finder's
                Agreement, dated January 31, 2008, by and between Noble Quests, Inc.
                and
                Fiona E LLC (1)10.29
            
            Investor
                Relations Agreement, dated January 31, 2008, by and between Noble
                Quests,
                Inc. and Aries Equity Corp. (1)16.1
            
            Letter
                from Mantyla McReynolds LLC (15)21.1
            
            List
                of Subsidiaries (16)31.1
            
            Rule
                13a-14(a)/15d-14(a) - Certification of Chief Executive Office and
                Chief
                Financial Officer (16)32.1
            
            Section
                1350 Certification Pursuant to 18 U.S.C. Section 1350
                (16)


53







(1)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on February 11, 2008.


(2)
            Incorporated
                herein by reference to the Company's Registration Statement on Form
                SB-2
                filed with the SEC on November 7,
                2006.


(3)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on February 26, 2008.


(4)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on July 7, 2008.


(5)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on April 4, 2008.


(6)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on April 24, 2008.


(7)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on March 30, 2008.


(8)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on June 6, 2008.


(9)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on May 12, 2008.


(10)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on June 26, 2008.


(11)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on August 28, 2008.


(12)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on September 11, 2008.


(13)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on July 25, 2008.


(14)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on June 5, 2008.


(15)
            Incorporated
                herein by reference to the Company's Current Report on Form 8-K filed
                with
                the SEC on July 17, 2008.


(16)
            Filed
                herewith.





**Item
      14.** ***Principal
      Accountant Fees and Services***





Goldman
      Parks Kurland Mohidin served as our independent registered public accounting
      firm for the fiscal year ended June 30, 2008. For the year ended June 30, 2007,
      at which time the Company was known as Noble Quests, Inc., Mantyla McReynolds
      served as our independent registered public accounting firm. The following
      table
      shows the fees that were billed for the audit and other services provided by
      these respective firms for the fiscal years ended June 30, 2008 and 2007.





**Fiscal 2008**
            
            **Fiscal 2007**Audit
                Fees (1)
            
            $
            51,212
            
            $
            10,656Audit-Related
                Fees (2)
            
            
            -
            
            
            -Tax
                Fees (3)
            
            $
            1,350
            
            
            -All
                Other Fees (4)
            
            
            -
            
            
            -Total
            
            $
            52,562
            
            $
            10,656





(a)
            **Audit
                Fees**— This category consists of fees billed for professional services rendered
                by our independent auditors for the audit of our annual financial
                statements, review of financial statements included in our Form 10-QSB
                Quarterly Reports and services that are normally provided by the
                independent auditors in connection with engagements for those fiscal
                years. This category also includes advice on audit and accounting
                matters
                that arose during, or as a result of, the audit or the review of
                interim
                financial statements.


54





(b)
            **Audit-Related
                Fees**—
                This category consists of fees billed for professional services rendered
                by our independent auditors for assurance and related services that
                are
                reasonably related to the performance of the audit or review of our
                financial statements and are not reported above under "Audit Fees."
                The
                services for the fees disclosed under this category include consultation
                regarding our correspondence with the SEC and other accounting consulting.(c)
            **Tax
                Fees**—
                This category consists of fees billed for professional services rendered
                by our independent auditors for tax compliance and tax advice. The
                services for the fees disclosed under this category include tax return
                preparation and technical tax advice.(d)
            **All
                Other Fees**—
                This category consists of fees billed for professional services rendered
                by our independent auditors for other miscellaneous items.




**Pre-Approval
      Policies and Procedures**





Prior
      to
      engaging its accountants to perform particular services, our board of directors
      obtains an estimate for the service to be performed. All of the services
      described above were approved by the board of directors in accordance with
      its
      procedure.





Under
      applicable SEC rules, the Audit Committee is required to pre-approve the audit
      and non-audit services performed by the independent auditors in order to ensure
      that they do not impair the auditors’ independence. The SEC’s rules specify the
      types of non-audit services that an independent auditor may not provide to
      its
      audit client and establish the Audit Committee’s responsibility for
      administration of the engagement of the independent auditors. Until such time
      as
      we have an Audit Committee in place, our Board of Directors will pre-approve
      the
      audit and non-audit services performed by the independent
      auditors.


55


**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
                MEDIA, INC.Date:
                October 14, 2008
            By:
            /s/
                JEFFREY DASHJeffrey
                Dash
              Chief
                Executive Officer and Chief Financial
                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





/s/
                JEFFREY DASH
            
            Chief
                Executive Officer, Chief Financial Officer and DirectorJeffrey
                Dash
            
            Date:
                October 14, 2008/s/
                MICHAEL BONNER
            
            DirectorMichael
                Bonner
            
            Date:
                October 14, 2008/s/
                ANDRE NAIR
            
            DirectorAndre
                Nair
            
            Date:
                October 14, 2008/s/
                RICHARD VOGEL
            
            DirectorRichard
                Vogel
            
            Date:
                October 14, 2008


56




**TABLE
      OF CONTENTS**




**Page****Report
                of Independent Registered Public Accounting Firm**Goldman,
                Parks, Kurland, Mohidin, LLP
            F-1Gruber
                and Company, LLC
            F-2**Consolidated
                Financial Statements**Balance
                Sheet as of June 30, 2008
            F-3Statements
                of Operations and Other Comprehensive Loss For Years Ended June 30,
                2008 and 2007
            F-4Statement
                of Stockholders’ Equity For Years Ended June 30, 2008 and
                2007
            F-5Statements
                of Cash Flows For Years Ended June 30, 2008 and 2007
            F-6Notes
                To Consolidated Financial Statements
            F-7





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




Board
      of
      Directors and Stockholders of




Legend
      Media, Inc.




We
      have
      audited the accompanying consolidated balance sheet of Legend Media, Inc. (a
      Nevada corporation) and subsidiaries as of June 30, 2008, and the related
      consolidated statements of operations and other comprehensive loss,
      stockholders' equity, and cash flows for the year ended June 30, 2008. These
      consolidated financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit 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 financial statements. An audit also includes assessing the
      accounting principles used and significant estimates made by management, as
      well
      as evaluating the overall consolidated financial statement presentation. We
      believe that our audit provides a reasonable basis for our opinion.




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of Legend Media,
      Inc. and Subsidiaries as of June 30, 2008, and the consolidated results of
      their
      operations and their consolidated cash flows for the year ended June 30, 2008,
      in conformity with U.S. generally accepted accounting principles.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 3 to the
      financial statements,  the Company has incurred a loss of $2,013,826 and
      has a working capital deficit of $550,846 that 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 3. The financial statements do
      not
      include any adjustments that might result from the outcome of this
      uncertainty.




**Goldman
      Parks Kurland Mohidin LLP**




Encino,
      California




October
      7, 2008


F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      The
      Board Of Directors And Stockholders Of Legend Media, Inc.




We
      have
      audited the accompanying consolidated statement of operations and other
      comprehensive loss, stockholders' equity and cash flows of Legend Media, Inc.
      and subsidiaries for the year ended June 30, 2007.  These financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.




We
      conducted our audit in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the 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. We believe that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the results of operations and cash flows of Legend
      Media, Inc. for the year ended June 30, 2007 in conformity with accounting
      principles generally accepted in the United States of America.




*/s/
      Gruber & Company, LLC*





Lake
      Saint Louis, Missouri


January
      30, 2008


F-2


**LEGEND
      MEDIA, INC.**


**CONSOLIDATED
      BALANCE SHEET**


**AS
      OF JUNE 30, 2008**





**ASSETS****CURRENT
                ASSETS:**Cash
                & cash equivalents
            
            $
            2,583,346Accounts
                receivable
            
            
            64,493Unbilled
                accounts receivable
            
            
            195,680Vendor
                deposits
            
            
            17,463Prepaid
                expense
            
            
            100,951Total
                current assets
            
            
            2,961,933Transaction
                deposit
            
            
            500,000Property
                and equipment, net
            
            
            16,760Intangible
                assets, net
            
            
            9,045,310**TOTAL
                ASSETS**
            
            $
            12,524,003**LIABILITIES
                AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES:**Accounts
                payable
            
            $
            97,313Accrued
                liabilities
            
            
            356,791Accrued
                interest
            
            
            282,686Unearned
                revenue
            
            
            12,979Short
                term notes payable, net of discount of $100,364
            
            
            315,636Related
                party note payable, net of discount of $68,439
            
            
            307,294Other
                payables
            
            
            2,140,080Total
                current liabilities
            
            
            3,512,779Commitments
                and contingencies
            
            
            -Minority
                interest in variable interest entity (See Note 9)
            
            
            6,215**STOCKHOLDERS'
                EQUITY**Preferred
                stock - 10,000,000 shares authorized, par value $0.001, 1,250,000
                shares
                issued and outstanding
            
            
            1,250Common
                stock - 50,000,000 shares authorized, par value $0.001, 10,235,328
                shares
                issued and outstanding
            
            
            10,235Additonal
                paid-in capital
            
            
            10,932,114Other
                comprehesive income
            
            
            75,236Accumulated
                deficit
            
            
            (2,013,826
            )Total
                stockholders' equity
            
            
            9,005,009**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            12,524,003





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


F-3


**LEGEND
      MEDIA, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**





**2008**
            
            **2007****Net
                revenue**
            
            
            155,970
            
            
            -**Cost
                of revenue**
            
            
            30,144
            
            
            -**Gross
                profit**
            
            
            125,826
            
            
            -Operating
                expenses:Selling
                expenses
            
            
            51,404General
                and administrative expenses
            
            
            1,614,302
            
            
            -**Loss
                from operations**
            
            
            (1,539,880
            )
            
            -Non-operating
                income (expense):Interest
                income
            
            
            36Interest
                expense
            
            
            (322,619
            )
            
            -Related
                party interest expense
            
            
            (134,808
            )Loss
                on disposal of fixed assets
            
            
            (25,893
            )
            
            -Non-controlling
                interest in loss from variable interest entity
            
            
            9,437Other
                expense
            
            
            (99
            )Total
                non-operating income (expense)
            
            
            (473,946
            )
            
            -Loss
                before income tax
            
            
            (2,013,826
            )
            
            -Income
                tax
            
            
            -
            
            
            -**Net
                loss**
            
            $
            (2,013,826
            )
            $
            -Other
                comprehensive incomeForeign
                currency translation gain
            
            
            75,236
            
            
            -**Comprehensive
                loss**
            
            
            (1,938,590
            )
            
            -**Weighted
                average shares outstanding :**Basic
            
            
            4,376,911
            
            
            1,200,000Diluted
            
            
            4,376,911
            
            
            1,200,000**Loss
                per share:**Basic
            
            $
            (0.46
            )
            $
            -Diluted
            
            $
            (0.46
            )
            $
            -





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


F-4


**LEGEND
      MEDIA, INC.**


**STATEMENT
      OF STOCKHOLDERS' EQUITY**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**





**Accumulated****Additonal**
            
            **Other**
            
            
            
            **Total****Preferred
                Stock**
            
            **Common
                Stock**
            
            **Paid-in**
            
            **Comprehensive**
            
            **Accumulated**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Income**
            
            **Deficit**
            
            **Equity****Balance,
                July 1, 2006**
            
            
            **-**
            
            **$**
            **-**
            
            
            **1,200,000**
            
            **$**
            **1,200**
            
            **$**
            **(1,200**
            **)**
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            -**Balance,
                June 30, 2007**
            
            
            **-**
            
            
            **-**
            
            
            **1,200,000**
            
            
            **1,200**
            
            
            **(1,200**
            **)**
            
            **-**
            
            
            **-**
            
            
            **-**Shares
                issued in connection with Noble Quest merger
            
            
            
            
            
            
            
            
            2,700,000
            
            
            2,700
            
            
            5,634
            
            
            
            
            
            
            
            
            8,334Common
                stock issued for cash
            
            
            
            
            
            
            
            
            4,100,000
            
            
            4,100
            
            
            83,640
            
            
            
            
            
            
            
            
            87,740Common
                stock issued for services
            
            
            
            
            
            
            
            
            300,000
            
            
            300
            
            
            252,980
            
            
            
            
            
            
            
            
            253,280Convertible
                preferred stock issued for cash
            
            
            1,250,000
            
            
            1,250
            
            
            
            
            
            
            
            
            2,998,750
            
            
            
            
            
            
            
            
            3,000,000Common
                stock issued for investment in Tianjin Investment Company
            
            
            
            
            
            
            
            
            1,935,328
            
            
            1,935
            
            
            7,158,779
            
            
            
            
            
            
            
            
            7,160,714Fair
                value of warrants issued with notes payable
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            232,918
            
            
            
            
            
            
            
            
            232,918Fair
                value of benefical conversion feature for convertible debt
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            44,626
            
            
            
            
            
            
            
            
            44,626Fair
                value of employee/director options
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            155,987
            
            
            
            
            
            
            
            
            155,987Foreign
                currency translation adjustment
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            75,236
            
            
            
            
            
            75,236Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (2,013,826
            )
            
            (2,013,826
            )**Balance,
                June 30, 2008**
            
            
            **1,250,000**
            
            **$**
            **1,250**
            
            
            **10,235,328**
            
            **$**
            **10,235**
            
            **$**
            **10,932,114**
            
            **$**
            **75,236**
            
            **$**
            **(2,013,826**
            **)**
            **$**
            **9,005,009**





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


F-5


**LEGEND
      MEDIA, INC.**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**





**2008**
            
            **2007****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (2,013,826
            )
            $
            -Adjustments
                to reconcile net loss to net cash provided by operating
                activities:Depreciation
                and amortization
            
            
            128,494
            
            
            -Amortization
                of debt discounts
            
            
            108,742
            
            
            -Common
                stock issued for services
            
            
            253,280
            
            
            -Fair
                value of stock options under SFAS 123R
            
            
            155,987
            
            
            -Loss
                from minority interest in subsidiary
            
            
            (9,437
            )
            
            -Loss
                on disposal of fixed assets
            
            
            25,893
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (2,227
            )
            
            -Unbilled
                receivables
            
            
            (106,355
            )
            
            -Vendor
                deposits
            
            
            (4,586
            )
            
            -Prepaid
                expenses
            
            
            (100,885
            )
            
            -Accounts
                payable
            
            
            92,457
            
            
            -Accrued
                liabilities
            
            
            306,060
            
            
            -Other
                payables
            
            
            52,758
            
            
            -Unearned
                revenue
            
            
            278
            
            
            -Accrued
                interest
            
            
            282,686
            
            
            -Net
                cash used in operating activities
            
            
            (830,681
            )
            
            -**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Purchase
                of property and equipment
            
            
            (1,688
            )
            
            -Payment
                for investment deposit
            
            
            (500,000
            )Cash
                acquired in acquisition of variable interest entity
            
            
            35,503
            
            
            -Net
                cash used in investing activities
            
            
            (466,185
            )
            
            -**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from notes payable
            
            
            925,733
            
            
            -Repayment
                of notes payable
            
            
            (134,000
            )
            
            -Proceeds
                from sale of convertible preferred stock
            
            
            3,000,000
            
            
            -Proceeds
                from sale of common stock
            
            
            87,740
            
            
            -Net
                cash provided by financing activities
            
            
            3,879,473
            
            
            -Effect
                of exchange rate changes on cash and cash eqiuvalents
            
            
            739
            
            
            -**NET
                INCREASE IN CASH & CASH EQUIVALENTS**
            
            
            2,583,346
            
            
            -**CASH
                & CASH EQUIVALENTS, BEGINNING BALANCE**
            
            
            -
            
            
            -**CASH
                & CASH EQUIVALENTS, ENDING BALANCE**
            
            $
            2,583,346
            
            $
            -**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Interest
                paid
            
            $
            66,000
            
            $
            -Income
                taxes paid
            
            $
            -
            
            $
            -**SUPPLEMENTAL
                DISCLOSURE OF NON-CASH INVESTING AND FINANCING:**Issuance
                of common shares for purchase of Tianjin Investment
                Company
            
            $
            7,160,714
            
            $
            -Increase
                in other payable for purchase of Tianjin Investment
                Company
            
            $
            2,000,000
            
            $
            -Beneficial
                conversion feature on issuance of convertible debt
            
            $
            44,626
            
            $
            -Issuance
                of warrants with note payable
            
            $
            232,918
            
            $
            -Common
                shares issued in connection with Noble Quest merger
            
            $
            8,334
            
            $
            -





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


F-6


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


**Note
      1 - Organization and Basis of Presentation**





Organization
      and Line of Business





Legend
      Media, Inc., formerly known as Noble Quests, Inc. (hereinafter referred to
      as
      the “Company” or “Legend Media”), was organized as a Nevada corporation on March
      16, 1998, for the purpose of selling multi-media marketing services and other
      related services to network marketing groups. Specifically, the Company assisted
      network marketers in using marketing tools such as public relations,
      advertising, direct mail, collateral development, electronic communications
      and
      promotion tools to increase product and service awareness.





On
      January 31, 2008, the Company entered into a share exchange agreement with
      Ms.
      Shannon McCallum-Law, the majority stockholder, sole director and Chief
      Executive Officer of the Company, Well Chance Investments Limited (“Well
      Chance”) and Well Chance's sole shareholder (the "Well Chance Shareholder").
      Pursuant to the terms of the exchange agreement, the Company agreed to acquire
      all of the issued and outstanding shares of Well Chance's common stock in
      exchange for the Company’s issuance of 1,200,000 shares of its common stock to
      the Well Chance Shareholder on the basis of 1,200 shares of its common stock
      for
      every one share of Well Chance common stock held.





Concurrently
      with the closing of the transactions under the share exchange agreement and
      as a
      condition thereof, the Company entered into an agreement with Ms. McCallum-Law,
      pursuant to which she returned to the Company for cancellation 2,419,885 of
      the
      5,119,885 shares of the Company’s common stock owned by her. Ms. McCallum-Law
      was not compensated in any way for the cancellation of the shares. In addition,
      the Company issued 4,100,000 shares of its common stock to certain affiliates
      of
      Well Chance for $87,740 and 200,000 shares in exchange for consulting services
      performed in connection with this transaction. Upon completion of the foregoing
      transactions, the Company had an aggregate of 8,200,000 shares of common stock
      issued and outstanding.





The
      exchange of shares with the Well Chance Shareholder was accounted for as a
      reverse acquisition under the purchase method of accounting since Well Chance
      obtained control of Legend Media. Concurrent with the closing of the
      transaction, Noble Quests, Inc. changed its name to Legend Media, Inc.
      Accordingly, the share exchange was recorded as a recapitalization of Well
      Chance, Well Chance being treated as the continuing entity.





As
      a
      result of the reverse merger transactions described above, the historical
      financial statements presented are those of Well Chance, the operating entity.





Well
      Chance was incorporated under the laws of the British Virgin Islands as an
      International Business Company on February 22, 2005. Well Chance was formed
      to
      create a business that principally engaged in the development and management
      of
      a technology platform that deploys advertisements across its various advertising
      mediums.





Today,
      the Company is building a consumer advertising network in China focused on
      the
      Chinese radio advertising industry. On May 8, 2008, the Company entered into
      a
      Share Purchase Agreement with Music Radio Limited, a British Virgin Islands
      company (the "Seller"), and all of the shareholders of the Seller pursuant
      to
      which the Company agreed to purchase 80% of the common stock of Legend Media
      Tianjin Investment Company Limited, a British Virgin Islands company and a
      wholly-owned subsidiary of the Seller. On May 30, 2008, the Company finalized
      the transaction with the completion of all the secondary documents required
      to
      give the Company effective control of the exclusive sales contract for the
      Tianjin, China based radio channel. Tianjin, China is a large city with a
      population of over 11.5 million. Administratively it is a municipality that
      has
      provincial-level status, reporting directly to the central government. There
      are
      a total of four such cities in China with Beijing, Shanghai and Chongqing making
      up the other three. Its urban area is the third largest in China, ranked only
      after Shanghai and Beijing.




Also
      in
      connection with the closing of the Purchase, the Purchaser entered into a
      Revenue Assignment Agreement (the "Revenue Agreement") with Beijing Hongteng
      Lianguang Advertising Co., Ltd. ("Hongteng"), the Advertising Entity and the
      Shareholders. The Shareholders are the sole shareholders of Hongteng. Pursuant
      to the Revenue Agreement, Hongteng agreed to, and the Shareholders agreed to
      cause Hongteng to, assign any and all of the benefits (financial or otherwise)
      generated by an identified advertising agreement (the "Old Advertising
      Agreement"), and all advertising sales contracts entered into pursuant to the
      Old Advertising Agreement, to the Advertising Entity until the date on which
      the
      Advertising Entity enters into the New Advertising Agreement.


F-7


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


On
      July
      21, 2008, the Company closed a transaction pursuant to which Well Chance
      Investments Limited, its wholly-owned subsidiary and a British Virgin Islands
      company (the "Purchaser"), purchased 100% of the common stock of News Radio
      Limited, a British Virgin Islands company (the "Target"). The transaction
      occurred pursuant to the terms of a Share Purchase Agreement that the Company
      entered into on June 4, 2008 with the Purchaser and all of the shareholders
      of
      the Target (the "Sellers").




Management
      has established relationships in China that will provide access to key sales
      outlets and additional advertising assets. The Company has contracted with
      local
      experts in the Beijing and Shandong provinces who are developing a network
      of
      relationships that are expected to allow the Company to expand sales efforts
      quickly as new inventory is acquired.





Basis
      of Presentation





The
      accompanying consolidated financial statements have been prepared in conformity
      with accounting principles generally accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared in conformity
      with accounting principles generally accepted in the United States of America.
      The Company’s functional currency is the Chinese Yuan Renminbi (RMB); however
      the accompanying consolidated financial statements have been translated and
      presented in United States Dollars ($).





Foreign
      Currency Translation





As
      of
      June 30, 2008, the accounts of the Company’s subsidiaries were maintained, and
      their consolidated financial statements were expressed in the Chinese Yuan
      Renminbi (RMB). Such consolidated financial statements were translated into
      U.S.
      Dollars (USD) in accordance with Statement of Financial Accounting Standards
      ("SFAS") No. 52, "Foreign Currency Translation," with the RMB as the functional
      currency. According to the Statement, all assets and liabilities were translated
      at the exchange rate on the balance sheet date, stockholder's equity are
      translated at the historical rates and statements of operations and other
      comprehensive loss items are translated at the weighted average exchange rate
      for the year. The resulting translation adjustments are reported under other
      comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive
      Income”.




**Note
      2 - Summary of Significant Accounting Policies**





Use
      of
      Estimates





The
      preparation of financial statements in conformity with United States generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates. Areas that
      require estimates and assumptions include valuation of accounts receivable
      and
      determination of useful lives of property and equipment.





Reclassification





Certain
      prior period account descriptions have been reclassified to conform to the
      year
      ended June 30, 2008 presentation.


F-8


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


Principles
      of Consolidation





The
      consolidated financial statements of Legend Media, Inc. include the accounts
      of
      Well Chance, its wholly owned subsidiary, and the accounts of its 80% owned
      subsidiary, Legend Media Investment Company Limited. In addition, the
      consolidation financial statements include Tianjin Yinse Lingdong Advertising
      Company, Limited, an 80% controlled variable interest entity of Legend Media
      Investment Company Limited, and the following wholly owned subsidiaries of
      Legend Media Investment Company Limited: Legend Media Tianjin HK Limited, Legend
      Media (Beijing) Consulting Company Limited.





Cash
      and Cash Equivalents





Cash
      and
      cash equivalents include cash in hand and cash in time deposits, certificates
      of
      deposit and all highly liquid debt instruments with original maturities of
      three
      months or less.





Accounts
      Receivable





The
      Company maintains reserves for potential credit losses on accounts receivable.
      Management reviews the composition of accounts receivable and analyzes
      historical bad debts, customer concentrations, customer credit worthiness,
      current economic trends and changes in customer payment patterns to evaluate
      the
      adequacy of these reserves.





Unbilled
      Accounts Receivable





At
      times
      the Company will record receivables, which have not yet been invoiced, from
      revenues on advertising contracts. These receivables are recorded in the
      accompanying consolidated balance sheet as unbilled accounts receivable until
      invoiced.





Prepaid
      Expenses





Prepaid
      expenses consist of prepayments for legal and consulting services. Prepaid
      expenses are amortized over the period in which the services are
      performed.





Property
      and Equipment





Property
      and equipment are stated at cost. Expenditures for maintenance and repairs
      are
      charged to earnings as incurred; additions, renewals and betterments are
      capitalized. When property and equipment are retired or otherwise disposed
      of,
      the related cost and accumulated depreciation are removed from the respective
      accounts, and any gain or loss is included in operations. Depreciation of
      property and equipment is provided using the straight-line method for
      substantially all assets with estimated lives of:





Computer
                equipment
            
            
            3
                yearsOffice
                equipment and furniture
            
            
            3
                yearsLeasehold
                improvements
            
            
            1
                year





The
      following are the details of the property and equipment:





Computer
                equipment
            
            $
            5,278Office
                equipment and furniture
            
            
            4,339Leasehold
                improvements
            
            
            8,573$
            18,190Less:
                Accumulated depreciation
            
            
            (1,430
            )$
            16,760




Depreciation
      expense was $758 for the year ended June 30, 2008.


F-9


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


Long-Lived
      Assets





The
      Company applies the provisions of SFAS No. 144, “Accounting for the Impairment
      or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses financial
      accounting and reporting for the impairment or disposal of long-lived assets
      and
      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
      provisions of APB Opinion No. 30, “Reporting the Results of Operations for a
      Disposal of a Segment of a Business.” The Company periodically evaluates the
      carrying value of long-lived assets to be held and used in accordance with
      SFAS
      144. SFAS 144 requires impairment losses to be recorded on long-lived assets
      used in operations when indicators of impairment are present and the
      undiscounted cash flows estimated to be generated by those assets are less
      than
      the assets’ carrying amounts. In that event, a loss is recognized based on the
      amount by which the carrying amount exceeds the fair market value of the
      long-lived assets. Loss on long-lived assets to be disposed of is determined
      in
      a similar manner, except that fair market values are reduced for the cost of
      disposal. Based on its review, the Company believes that, as of June 30, 2008
      there were no significant impairments of its long-lived assets.





Intangible
      Assets





Intangible
      assets consist of contract rights purchased in the acquisition of Music Radio
      Limited on May 30, 2008. See Note 12. Net intangible assets at June 30, 2008
      are
      as follows:


FM
                  92.5 Contract rights
              
              $
              2,174,428Exclusivity
                  agreement
              
              
              6,999,353Less
                  Accumulated amortization
              
              
              (128,471
              )Intangibles,
                  net
              
              $
              9,045,310





The
      FM
      92.5 contract rights primarily relate to an exclusive contract acquired in
      connection with the acquisition of Music Radio Limited, and the contract is
      being amortized over 31 months, which is the contract effective period,
      beginning on June 1, 2008, based on the duration of the existing advertising
      agreement that expires December 31, 2008 plus the expected two-year renewal
      of
      the advertising agreement. The contact is with the Tianjin FM 92.5 radio
      station. The contract provides 54 minutes per day or 19,710 minutes per year.
      The channel is actually Beijing based and through a relay facility airs in
      Tianjin. Legend Media’s contract is with the Beijing channel’s exclusive agent,
      which has a national exclusive contract with the channel. The exclusive agent
      has subcontracted the rights for the Tianjin market to Legend Media. The value
      was derived as the net present value of the contract’s EBITDA over the
      contract’s expected term from May 30, 2008 through December 31, 2010, using a
      discount rate of 10%. Amortization expense on this contract at June 30,
      2008 of $69,742 has been included in general and administrative expenses in
      the
      accompanying consolidated statements of operations and other comprehensive
      loss.





The
      remainder of the purchase price of $6,999,353 has been allocated to an
      exclusivity agreement signed with Ju Baochun. Mr. Baochun, through a company
      he
      owns and operates, is the 80% owner of Music Radio Limited, which is the 20%
      owner of the post-acquisition VIE, Tianjin Yinse Lingdong Advertising Company,
      Ltd. See Note 9. Mr. Baochun is a valuable partner with significant experience
      in the radio industry who has the ability to locate and acquire additional
      radio
      advertising contracts direct with the radio stations, provide access to deep
      customer relationships, and provide the leadership that would be a foundation
      for the Company’s
      future
      expansion in China. Mr. Baochun signed an exclusivity agreement, whereby he
      is
      prohibited from:





·
            The
                borrowing of money from any third party or the assumption of any
                debt;


·
            The
                sale to any third party or the acquisition from any third party of
                any
                assets, including, without limitation, any intellectual
                rights;


·
            The
                imposition of any security interests for the benefit of any third
                party
                through collateralization of its
                assets;


·
            The
                assignment to any third party of the agreement entered into by it;
                and


·
            The
                sale, transfer and disposition of any license held by the
                Company.


F-10


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


The
      term
      of the agreement is 10 years, beginning May 30, 2008. As such, the Company
      is
      amortizing the contract value over its 10-year life. Amortization
      expense on this contract at June 30, 2008 of $57,994 has been included in
      general and administrative expenses in the accompanying consolidated statements
      of operations and other comprehensive loss. See Note 12.





Amortization
      expense for the Company’s intangible assets for the year ended June 30, 2008 was
      $127,736.





Revenue
      Recognition





The
      Company’s revenue recognition policies are in compliance with SEC Staff
      Accounting Bulletin (“SAB”) 104. The Company purchases advertising inventory in
      the form of airtime, the unit being minutes, from radio stations. The Company
      then distributes these minutes under various sales agreements. We
      recognize advertising revenue
      over the term of each sales agreement, provided that evidence of an arrangement
      exists, the fees are fixed or determinable and collection of the resulting
      receivable is reasonably assured. We recognize deferred revenue when cash has
      been received on a sales agreement, but the revenue has not yet been earned.
      Under these policies, no revenue is recognized unless persuasive evidence of
      an
      arrangement exists, delivery has occurred, the fee is fixed or determinable,
      and
      collection is reasonably assured.





Advertising
      Costs





The
      Company expenses the cost of advertising as incurred or, as appropriate, the
      first time the advertising takes place.  Advertising costs for the
      years ended June 30, 2008 and 2007 were not significant and $0,
      respectively.





Stock-Based
      Compensation





The
      Company accounts for its stock-based compensation in accordance with SFAS No.
      123R, “Share-Based Payment, an Amendment of FASB Statement No. 123.” The Company
      recognizes in the statements of operations and other comprehensive loss the
      grant-date fair value of stock options and other equity-based compensation
      issued to employees and non-employees. There were 1,040,000 options outstanding
      as of June 30, 2008.





Income
      Taxes





The
      Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the
      recognition of deferred tax assets and liabilities for the expected future
      tax
      consequences of events that have been included in the financial statements or
      tax returns. Under this method, deferred income taxes are recognized for the
      tax
      consequences in future years of differences between the tax bases of assets
      and
      liabilities and their financial reporting amounts at each period end based
      on
      enacted tax laws and statutory tax rates applicable to the periods in which
      the
      differences are expected to affect taxable income. Valuation allowances are
      established, when necessary, to reduce deferred tax assets to the amount
      expected to be realized.





The
      Company adopted the provisions of FASB Interpretation No. 48, Accounting for
      Uncertainty in Income Taxes, on January 1, 2007. As a result of the
      implementation of FIN 48, the Company made a comprehensive review of its
      portfolio of tax positions in accordance with recognition standards established
      by FIN 48. As a result of the implementation of Interpretation 48, the Company
      recognized no material adjustments to liabilities or stockholders’ equity. When
      tax returns are filed, it is highly certain that some positions taken would
      be
      sustained upon examination by the taxing authorities, while others are subject
      to uncertainty about the merits of the position taken or the amount of the
      position that would be ultimately sustained. The benefit of a tax position
      is
      recognized in the financial statements in the period during which, based on
      all
      available evidence, management believes it is more likely than not that the
      position will be sustained upon examination, including the resolution of appeals
      or litigation processes, if any. Tax positions taken are not offset or
      aggregated with other positions. Tax positions that meet the
      more-likely-than-not recognition threshold are measured as the largest amount
      of
      tax benefit that is more than 50 percent likely of being realized upon
      settlement with the applicable taxing authority. The portion of the benefits
      associated with tax positions taken that exceeds the amount measured as
      described above is reflected as a liability for unrecognized tax benefits in
      the
      accompanying balance sheet along with any associated interest and penalties
      that
      would be payable to the taxing authorities upon examination. Interest associated
      with unrecognized tax benefits are classified as interest expense and penalties
      are classified in selling, general and administrative expenses in the statements
      of operations and other comprehensive loss. The adoption of FIN 48 did not
      have
      a material impact on the Company’s financial statements.


F-11


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


Foreign
      Currency Transactions and Comprehensive Income





Accounting
      principles generally require that recognized revenue, expenses, gains and losses
      be included in net income. Certain statements, however, require entities to
      report specific changes in assets and liabilities, such as gain or loss on
      foreign currency translation, as a separate component of the equity section
      of
      the balance sheet. Such items, along with net income, are components of
      comprehensive income. The functional currency of the RMB. Translation gains
      of
      $75,236 at June 30, 2008 are classified as an item of other comprehensive income
      in the stockholders’ equity section of the consolidated balance sheet. During
      the years ended June 30, 2008 and 2007, other comprehensive income in the
      consolidated statements of operations and other comprehensive loss included
      translation gains of $0.





Basic
      and Diluted Earnings Per Share





Earnings
      per share is calculated in accordance with the SFAS No. 128 ("SFAS No. 128"),
      “Earnings Per Share.” Net earnings per share for all periods presented has been
      restated to reflect the adoption of SFAS No. 128. Basic earnings per share
      is
      based upon the weighted average number of common shares outstanding. Diluted
      earnings per share is based on the assumption that all dilutive convertible
      shares and stock options were converted or exercised. Dilution is computed
      by
      applying the treasury stock method. Under this method, options and warrants
      are
      assumed to be exercised at the beginning of the period (or at the time of
      issuance, if later), and as if funds obtained thereby were used to purchase
      common stock at the average market price during the period. There were options
      to purchase 1,040,000 shares of common stock and warrants to purchase 880,294
      shares of common stock outstanding as of June 30, 2008.  For the year
      ended June 30, 2008, the Company incurred a net loss in the accompanying
      statements of operations and other comprehensive loss of $2,013,826;
      therefore the effect of options and warrants outstanding is anti-dilutive during
      the year ended June 30, 2008.





The
      following is a reconciliation of the number of shares (denominator) used in
      the
      basic and diluted earnings per share computations for the years ended June
      30,
      2008 and 2007:





**2008**
            
            **2007**Weighted
              Average
              Shares
              Outstanding
            
            Per Share
              Amount
            
            Weighted
              Average
              Shares
              Outstanding
            
            Per Share
              AmountBasic
                earnings per share
            
            
            4,376,911
            
            $
            (0.
                46
            )
            
            1,200,000
            
            $
            -Effect
                of dilutive stock options and warrants
            
            
            -
            
            
            -
            
            
            -
            
            
            -Diluted
                earnings per share
            
            
            4,376,911
            
            $
            (0.46
            )
            
            1,200,000
            
            $
            -


Statement
      of Cash Flows





In
      accordance with Statement of Financial Accounting Standards No. 95, “Statement
      of Cash Flows,” cash flows from the Company’s operations are calculated based
      upon the local currencies. As a result, amounts related to assets and
      liabilities reported on the statement of cash flows will not necessarily agree
      with changes in the corresponding balances on the balance sheet.





Minority
      Interest in Subsidiaries





On
      May
      30, 2008, the Company purchased 80% of the common stock of Legend Media Tianjin
      Investment Company Limited (the "Target"), a British Virgin Islands company
      and
      a wholly-owned subsidiary of Music Radio Limited, a British Virgin Islands
      company. See Note 12. As a result of this purchase, the Company recognized
      initial minority interest on its consolidated balance sheet in the amount of
      $0.
      The income (loss) attributed to minority interest has been separately designated
      in the accompanying statements of operations and other comprehensive loss.
      The Company recognized $0 in income attributed to minority interest in the
      accompanying statements of operations and other comprehensive loss for the
      year ended June 30, 2008.


F-12


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


Minority
      Interest in Variable Interest Entity





In
      January 2003, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards Board Interpretation No. 46, Consolidation of
      Variable Interest Entities, an Interpretation of ARB No. 41 ("FIN 46"). In
      December 2003, the FASB modified FIN 46 (“FIN 46R”) to make certain technical
      corrections and address certain implementation issues that had arisen. FIN
      46
      provides a new framework for identifying variable interest entities (VIEs)
      and
      determining when a company should include the assets, liabilities,
      non-controlling interests and results of activities of a VIE in its consolidated
      financial statements.





FIN
      46R
      states that in general, a VIE is a corporation, partnership, limited liability
      corporation, trust or any other legal structure used to conduct activities
      or
      hold assets that either (1) has an insufficient amount of equity to carry out
      its principal activities without additional subordinated financial support,
      (2)
      has a group of equity owners that are unable to make significant decisions
      about
      its activities, or (3) has a group of equity owners that do not have the
      obligation to absorb losses or the right to receive returns generated by its
      operations.





On
      May
      30, 2008, the Company purchased 80% of the common stock of the Target. See
      Note
      12. Due to certain restrictions imposed upon Chinese advertising companies,
      direct investment and ownership of media and advertising companies in the
      People’s Republic of China (“PRC”) is prohibited. Therefore, the Company
      acquired control of Tianjin Yinse Lingdong Advertising Company, Ltd. through
      its
      purchase of the above mentioned Target.





The
      principal regulations governing foreign ownership in the advertising industry
      in
      China include:





·
                  The
                      Catalogue for Guiding Foreign Investment in Industry (2004);
                      and


·
            The
                Administrative Regulations on Foreign-invested Advertising Enterprises
                (2004).





These
      regulations set the guidelines by which foreign entities can directly invest
      in
      the advertising industry.  The regulations require foreign entities that
      directly invest in the China advertising industry to have at least two years
      of
      direct operations in the advertising industry outside of China.  Further,
      since December 10, 2005, 100% ownership in Chinese advertising companies is
      allowed, but the foreign company must have at least 3 years of direct operations
      in the advertising industry outside of China.





Since
      the
      Company has not been involved in advertising outside of China for the required
      number of years, the Company’s domestic PRC operating subsidiaries, which are
      considered foreign invested, are currently ineligible to apply for the required
      advertising services licenses in China.  The Company’s PRC operating
      affiliates hold the requisite licenses to provide advertising services in China
      and they are owned or controlled by PRC citizens designated by the
      Company.  The Company’s radio advertising business operates in China though
      contractual arrangements with consolidated entities in China.  The Company
      and its newly acquired PRC subsidiaries have entered into a series of
      contractual arrangements with Tianjin Yinse Lingdong Advertising Company, Ltd.
      and their respective shareholders under which:





·
            the
                Company is able to exert significant control over significant decisions
                about the activities of Tianjin Yinse Lingdong Advertising Company,
                Ltd.,


·
            a
                substantial portion of the economic benefits and risks of the operations
                of Tianjin Yinse Lingdong Advertising Company, Ltd. have been transferred
                to the Company through a revenue assignment agreement, and


·
            The
                equity owner of Tianjin Yinse Lingdong Advertising Company, Ltd.
                does not
                have the obligation to absorb the losses of Tianjin Yinse Lingdong
                Advertising Company, Ltd.


F-13


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


As
      the
      Company is able to exert significant control over the PRC operating affiliates
      and a substantial portion of the economic benefits and risks have been
      transferred to the Company, it has determined that the advertising entity,
      Tianjin Yinse Lingdong Advertising Company, Ltd., meets the definition of a
      VIE.
      Further, the Company is considered to be the primary beneficiary of the risks
      and benefit of equity ownership of Tianjin Yinse Lingdong Advertising Company,
      Ltd. and thus have consolidated it Tianjin Yinse Lingdong Advertising Company,
      Ltd **.** in
      the
      Company’s accompanying financial statements as of June 30, 2008. As a result of
      this purchase, the Company has recognized initial minority interest on its
      consolidated balance sheet in the amount of $15,524. The income (loss)
      attributed to minority interest has been separately designated in the
      accompanying statements of operations and other comprehensive loss. For the
      year ended June 30, 2008, the Company has recognized loss attributed to VIE
      of
      $9,437 in its consolidated statements of operations and other comprehensive
      loss. See Note 9.





Fair
      Value of Financial Instruments





On
      January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements.
      SFAS
      No. 157 defines fair value, establishes a three-level valuation hierarchy for
      disclosures of fair value measurement and enhances disclosures requirements
      for
      fair value measures. The carrying amounts reported in the balance sheet for
      receivables and current liabilities each qualify as financial instruments and
      are a reasonable estimate of fair value because of the short period of time
      between the origination of such instruments and their expected realization
      and
      their current market rate of interest. The three levels are defined as
      follow:





·
            Level
                1 inputs to the valuation methodology are quoted prices (unadjusted)
                for
                identical assets or liabilities in active
                markets.





·
            Level
                2 inputs to the valuation methodology include quoted prices for similar
                assets and liabilities in active markets, and inputs that are observable
                for the asset or liability, either directly or indirectly, for
                substantially the full term of the financial
                instrument.





·
            Level
                3 inputs to the valuation methodology are unobservable and significant
                to
                the fair value measurement.





As
      of
      June 30, 2008, the Company did not identify any assets and liabilities that
      are
      required to be presented on the balance sheet at fair value.





Recent
      Accounting Pronouncements





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans – an amendment of FASB
      Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to
      recognize the overfunded or underfunded status of a defined benefit
      postretirement plan (other than a multiemployer plan) as an asset or liability
      in its statement of financial position and to recognize changes in that funded
      status in the year in which the changes occur through comprehensive income
      of a
      business entity or changes in unrestricted net assets of a not-for-profit
      organization. This statement also requires an employer to measure the funded
      status of a plan as of the date of its year-end statement of financial position,
      with limited exceptions. The provisions of SFAS No. 158 are effective for
      employers with publicly traded equity securities as of the end of the fiscal
      year ending after December 15, 2006. The adoption of this statement had no
      effect on the Company‘s reported financial position or results of
      operations.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities“. This Statement permits entities to
      choose to measure many financial assets and financial liabilities at fair value.
      Unrealized gains and losses on items for which the fair value option has been
      elected are reported in earnings. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007. The Company is currently assessing the impact
      of SFAS No. 159 on its financial position and results of
      operations.





In
      June
      2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for
      Nonrefundable Advance Payments for Goods or Services Received for use in Future
      Research and Development Activities” (“FSP EITF 07-3”), which addresses whether
      nonrefundable advance payments for goods or services that used or rendered
      for
      research and development activities should be expensed when the advance payment
      is made or when the research and development activity has been
      performed.  Management is currently evaluating the effect of this
      pronouncement on financial statements.


F-14


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


In
      December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
      Combinations.” SFAS No. 141 (Revised 2007) changes how a reporting
      enterprise accounts for the acquisition of a business. SFAS No. 141
      (Revised 2007) requires an acquiring entity to recognize all the assets acquired
      and liabilities assumed in a transaction at the acquisition-date fair value,
      with Ltd. exceptions, and applies to a wider range of transactions or events.
      SFAS No. 141 (Revised 2007) is effective for fiscal years beginning on or
      after December 15, 2008 and early adoption and retrospective application is
      prohibited.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements”, which is an amendment of Accounting Research
      Bulletin (“ARB”) No. 51.  This statement clarifies that a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements.  This statement changes the way the consolidated
      income statement is presented, thus requiring consolidated net income to be
      reported at amounts that include the amounts attributable to both parent and
      the
      noncontrolling interest.  This statement is effective for the fiscal
      years, and interim periods within those fiscal years, beginning on or after
      December 15, 2008.  Based on current
      conditions, the Company does not expect the adoption of SFAS 160 to have a
      significant impact on its results of operations or financial
      position.





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities an
      amendment of FASB
      Statement No. 133 .”
This
      Statement changes the disclosure requirements for derivative instruments and
      hedging activities. Entities are required to provide enhanced disclosures about
      (a) how and why an entity uses derivative instruments, (b) how derivative
      instruments and related hedged items are accounted for under Statement 133
      and
      its related interpretations, and (c) how derivative instruments and related
      hedged items affect an entity’s financial position, financial performance, and
      cash flows. Based on current conditions, the Company does not expect the
      adoption of SFAS 161 to have a significant impact on its results of operations
      or financial position.





In
      April
      2008, the FASB issued 142-3 “Determination of the useful life of Intangible
      Assets”, which amends the factors a company should consider when developing
      renewal assumptions used to determine the useful life of an intangible asset
      under SFAS142. This Issue is effective for financial statements issued for
      fiscal years beginning after December 15, 2008, and interim periods within
      those
      fiscal years. SFAS 142 requires companies to consider whether renewal can be
      completed without substantial cost or material modification of the existing
      terms and conditions associated with the asset. FSP 142-3 replaces the previous
      useful life criteria with a new requirement—that an entity consider its own
      historical experience in renewing similar arrangements. If historical experience
      does not exist then the Company would consider market participant assumptions
      regarding renewal including 1) highest and best use of the asset by a market
      participant, and 2) adjustments for other entity-specific factors included
      in
      SFAS 142. The Company is currently evaluating the impact that adopting SFAS
      No.142-3 will have on its financial statements.





In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles.” This Statement identifies the sources of accounting
      principles and the framework for selecting the principles to be used in the
      preparation of financial statements of nongovernmental entities that are
      presented in conformity with generally accepted accounting principles (GAAP)
      in
      the United States (the GAAP hierarchy). This Statement will not have an impact
      on the Company’s financial statements.





In
      May
      2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
      Insurance Contracts, an interpretation of FASB
      Statement No. 60 .”
The
      scope of this Statement is limited to financial guarantee insurance (and
      reinsurance) contracts, as described in this Statement, issued by enterprises
      included within the scope of Statement 60. Accordingly, this Statement does
      not
      apply to financial guarantee contracts issued by enterprises excluded from
      the
      scope of Statement 60 or to some insurance contracts that seem similar to
      financial guarantee insurance contracts issued by insurance enterprises (such as
      mortgage guaranty insurance or credit insurance on trade receivables). This
      Statement also does not apply to financial guarantee insurance contracts that
      are derivative instruments included within the scope of FASB
      Statement No. 133 ,
      “Accounting for Derivative Instruments and Hedging Activities.” This Statement
      will not have an impact on the Company’s financial statements.


F-15


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


In
      June
      2008, the FASB issued Emerging Issues Task Force Issue 07-5 “Determining whether
      an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock” (“EITF
      No. 07-5”). This Issue is effective for financial statements issued for fiscal
      years beginning after December 15, 2008, and interim periods within those fiscal
      years. Early application is not permitted. Paragraph 11(a) of Statement of
      Financial Accounting Standard No 133 “Accounting for Derivatives and Hedging
      Activities” (“SFAS 133”) specifies that a contract that would otherwise meet the
      definition of a derivative but is both (a) indexed to the Company’s own
      stock and (b) classified in stockholders’ equity in the statement of
      financial position would not be considered a derivative financial instrument.
      EITF No.07-5 provides a new two-step model to be applied in determining whether
      a financial instrument or an embedded feature is indexed to an issuer’s own
      stock and thus able to qualify for the SFAS 133 paragraph 11(a) scope exception.
      Management is currently evaluating the effect of this pronouncement on the
      Company’s financial statements.





**Note
      3 - Going Concern**





The
      accompanying combined financial statements have been prepared on a going concern
      basis, which contemplates the realization of assets and the satisfaction of
      liabilities in the normal course of business. As shown in the accompanying
      combined financial statements for the year ended June 30, 2008, the Company
      has
      incurred a loss of $2,013,826 and has a working capital deficit of $550,846.
      These factors among others may indicate that the Company will be unable to
      continue as a going concern for a reasonable period of time.





In
      view
      of these matters, realization of profitability is dependent upon the Company's
      ability to meet its financial requirements, raise additional capital, and the
      success of its future operations. Management's plans include further marketing
      of its multi-media marketing services and the expansion of its sale consumer
      advertising on Chinese radio stations.  If the Company is unsuccessful in
      these efforts and cannot attain sufficient revenue to permit profitable
      operations or if it cannot obtain a source of funding or investment, it may
      be
      required to substantially curtail or terminate its operations.





**Note
      4 – Prepaid Expenses**





The
      Company had a balance of $100,951 in prepaid expenses in the accompanying
      balance sheet at June 30, 2008, which primarily relate to prepayments for legal
      and consulting services.





**Note
      5 – Transaction Deposit**





In
      connection with the acquisition of News Radio Limited on July 21, 2008 (see
      Note
      16), the Company deposited $500,000 on June 19, 2008, and the amount has been
      classified as a transaction deposit in the accompanying consolidated balance
      sheet at June 30, 2008.





**Note
      6 – Accrued Liabilities**





Accrued
      liabilities in the accompanying consolidated balance sheet at June 30, 2008
      consist of the following:





Salaries
            
            $
            120,833Revenue
                tax and levies
            
            
            11,894Legal
                fees
            
            
            161,303Commission
                payable
            
            
            41,669Other
            
            
            21,092$
            356,791





**Note
      7 – Notes Payable**





**RMK
      Emerging Growth Opportunity Fund LP Note Agreement**




On
      January 31, 2008, in connection with the share exchange agreement discussed
      under Note 1, Well Chance entered into a loan agreement by and between Well
      Chance and RMK Emerging Growth Opportunity Fund LP (“RMK”) pursuant to which
      Well Chance had the right to borrow $375,733 from RMK as a short term bridge
      loan. The advances on the loan occurred in February 2008, and are due one year
      from the date of the initial advance along with all applicable loan fees.
      Notwithstanding the foregoing, in the event of the issuance and sale of equity
      or equity-linked securities by Well Chance or the Company to investors (other
      than investors who are stockholders of Well Chance at the time of the loan),
      which issuance and sale results in gross proceeds to Well Chance of at least
      $3,000,000 prior to the maturity date, then full repayment of the loan amount,
      the loan fee and any additional loan fee owed to RMK as of the closing date
      of
      such financing (as calculated above) shall be payable by the Company to RMK
      no
      later than five business days after the closing date of the equity financing.
      On
      June 27, 2008, the Company raised $3,000,000 through an unregistered sale of
      its
      Class A Preferred Stock (See Note 11). As of September 30, 2008, the note had
      not been repaid and the
      full $375,733 principle balance and $161,899 of accrued interest is outstanding
      on the RMK note. The
      Company has classified the loan as short-term in the accompanying balance sheet.


F-16


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


In
      addition, pursuant to the loan agreement, Well Chance executed and delivered
      to
      RMK a security agreement to secure the repayment of the loan by granting RMK
      a
      continuing security interest in all presently existing and subsequently acquired
      assets and property of Well Chance of whatever nature and wherever located
      (except for any such assets for which, by the terms of any agreement in
      existence on the date of the loan agreement, does not permit the granting of
      a
      security interest, in which case Well Chance shall grant to RMK a security
      interest in all proceeds received by Well Chance generated by such assets).
      In
      connection with this loan the Company issued warrants to purchase 150,294 shares
      of common stock with an exercise price of $2.50 per share. See Note
      10.





The
      due
      date on this loan is January 30, 2009. Interest expense of $134,808 has been
      included in the accompanying statements of operations and other
      comprehensive loss for the year ended June 30, 2008. Of the $375,733 original
      loan amount, the full $375,733 is outstanding and is classified as related
      party
      note payable in the amount of $307,294, net of debt discount of $68,439 in
      the
      accompanying June 30, 2008 consolidated balance sheet. RMK is a fund controlled
      by a shareholder who is also the CEO of ARC Investment Partners, a 12.8% owner
      of the Company. See Note 13.





**Kantor
      and Blueday Loan Agreements**





On
      March
      30, 2008, the Company entered into a loan agreement (the "Kantor Loan") with
      Jonathan Kantor in the principal amount of $100,000. In connection with the
      Kantor Loan, the Company issued warrants to purchase 40,000 shares of common
      stock with an exercise price of $2.50 per share. See Note 10.





Also
      on
      March 30, 2008, the Company entered into a loan agreement (the "Blueday Loan”)
      with Blueday Limited ("Blueday"), in the principal amount of $250,000. In
      connection with the Blueday Loan, the Company issued warrants to purchase 50,000
      shares of common stock with an exercise price of $2.50 per share. See Note
      10.





Pursuant
      to the terms of the Kantor Loan and Blueday Loan, the Company must repay the
      loans plus applicable loan fees (described below) by June 30, 2008. If the
      Company repays the outstanding principal amount of each of the loans by April
      1,
      2008, then the loan fees will be $50,000 for the Kantor Loan and $125,000
      for the Blueday Loan. Any partial repayments delivered to Mr. Kantor or Blueday
      after April 1, 2008 will be applied in accordance with a formula set forth
      in
      the applicable loan agreement by dividing such partial repayments between the
      outstanding principal amount, the outstanding loan fee, and the applicable
      additional loan fee due on the date of repayment. In the event that the Company
      does not pay a loan in full, including the outstanding loan fee, on or before
      April 1, 2008, then, in addition to the outstanding principal amount and loan
      fee due, the Company must also pay to Mr. Kantor and Blueday, as applicable,
      an
      additional loan fee based on a percentage of the outstanding principal amount
      of
      the loan at the time repayment is made. If the Company does not repay a
      loan by April 1, 2008 but repays such loan in full, including the outstanding
      loan fee, on April 2, 2008 or the 44-day period thereafter, the applicable
      additional loan fee will be 10% of the outstanding principal amount of the
      loan at the time repayment is made. The additional loan fee percentage
      amount is an additional 10% for each 45-day period subsequent to the initial
      45-day period and will continue to accrue until the Company pays such loan
      in
      full. In the event that the Company does not repay a loan in full,
      including the outstanding loan fee and the applicable additional loan fee,
      on or
      before June 30, 2008, then the additional loan fee will continue to increase,
      and Mr. Kantor or Blueday will have the right to terminate the applicable loan
      agreement and declare any amounts owed on such loan due and payable. The Company
      has classified the Kantor Loan and the Blueday Loan as short-term in the
      accompanying balance sheet.


F-17


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


On
      June
      30, 2008, waivers of default were executed on the Kantor and Blueday loans,
      extending the term of the loans to August 31, 2008. As of September 30, 2008,
      the Company owed Kantor $63,347, representing $33,000 of principal and $30,347
      of interest and additional fees. On July 23, 2008 and September 3, 2008 the
      Company repaid $150,000 and $80,000, respectively, to Blueday Limited which
      represents a repayment of $160,000 principle balance, plus $70,000 of interest
      expense. As of September 30, 2008, the Company owed Blueday Limited $99,858,
      representing $23,000 of principal and $76,858 of interest and additional
      expenses.




**Newport
      Loan Agreement**





On
      April
      21, 2008, the Company entered into a loan agreement with Newport Capital Asset
      Management Group, a California corporation ("Newport"), pursuant to which
      Newport loaned the Company $200,000. Pursuant to the terms of the loan
      agreement, the Company must repay the loan amount plus the loan fee and any
      additional loan fee (each as described below) on or before 180 days following
      the loan date. If the Company repays the loan amount on or before 120 days
      following the loan date, then the loan will be subject to a loan fee equal
      to
      $60,000. In the event the loan amount and the loan fee are not repaid in full
      on
      or before the 120th day after the loan date, then, in addition to the loan
      amount and the loan fee, the total amount due and payable to Newport under
      the
      loan agreement shall also include an additional loan fee that shall be a
      percentage of the remaining outstanding loan amount at the time repayment is
      made. If any repayment is made on the 121st calendar day after the loan date
      and
      for the 29-day period thereafter, the additional loan fee shall be 10% of the
      remaining outstanding loan amount at the time repayment is made. In addition,
      the additional loan fee shall increase to 20% for the 30-day period
      subsequent to the initial 30-day period and shall continue to increase by 2%
      increments for each 30-day period thereafter until the Company makes full
      repayment of the remaining outstanding loan amount, the loan fee and any
      additional loan fee due to Newport. Any partial repayment made by the Company
      prior to the maturity date will be applied in accordance with a formula set
      forth in the loan agreement by dividing such partial repayments between the
      outstanding loan amount, the loan fee and any additional loan fee due on the
      date of repayment. In the event the Company does not repay the loan in full,
      including the loan amount, the loan fee and any additional loan fee, on or
      before the maturity date, then (a) the Company will be in default of its
      obligations under the loan agreement, (b) the additional loan fee will continue
      to increase by 2% increments for each 30-day period until the loan is
      repaid in full and (c) Newport will have the right to terminate the loan
      agreement and declare all amounts owed on the loan immediately due and payable.
      Notwithstanding the foregoing, in the event of the issuance and sale of equity
      or equity-linked securities by Well Chance or the Company to investors (other
      than investors who are stockholders of Well Chance at the time of the loan),
      which issuance and sale results in gross proceeds to Well Chance of at least
      $3,000,000 prior to the maturity date, then full repayment of the loan amount,
      the loan fee and any additional loan fee owed to Newport as of the closing
      date
      of such financing (as calculated above) shall be payable by the Company to
      Newport no later than five business days after the closing date of such
      financing. On September 26, 2008 **,** the
      Company repaid the $200,000 principa l
      of the
      note and $60,000 of **** loan
      premium.





In
      addition, pursuant to the terms of the loan agreement, all (but not less than
      all) of the outstanding loan amount, the loan fee and any additional loan fee
      may be converted at any time by Newport into shares of the Company's common
      stock based upon the following: (a) in the event the conversion takes place
      within 120 days of the loan date, the conversion price per share of common
      stock
      shall be $4.50; (b) in the event the conversion takes place between 121 and
      150
      days after the loan date, the conversion price per share of common stock shall
      be $5.50; and (c) in the event the conversion takes place 150 or more days
      after
      the loan date, the conversion price per share of common stock shall be $6.50.





On
      the
      loan date, and pursuant to the terms of the loan agreement, the Company issued
      to Newport a warrant to purchase 40,000 shares of the Company's common stock
      at
      an exercise price equal to $2.50 per share, subject to adjustment under the
      terms of the warrant. The warrant is exercisable upon issuance and until the
      third anniversary of the loan date. The warrant may be exercised in a cashless
      manner. See Note 10.





On
      September 26, 2008, the Company repaid $260,000 to Newport Capital which
      represents a repayment of $200,000 principle balance, plus $60,000 of interest
      expense. As of September 30, 2008, the Company owed Newport Capital $40,000,
      representing $0 of principal and $40,000 of interest and additional expenses.





Following
      is a summary of notes payable at June 30, 2008:


F-18


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**




Original
                Note
              Amount
            
            Balance at June 30,
              2008
            
            Due DateKantor
            
            $
            100,000
            
            $
            33,000
            
            
            August 31, 2008Blueday
            
            
            250,000
            
            
            183,000
            
            
            August 31, 2008Newport
                Capital
            
            
            200,000
            
            
            200,000
            
            
            August 19, 2008Gross
                notes payable
            
            $
            550,000
            
            $
            416,000Debt
                discounts
            
            
            
            
            
            (100,364
            )Notes
                payable, net
            
            
            
            
            $
            315,636





Interest
      expense, including amortization of debt discounts, was $322,619 for the year
      ended June 30, 2008 in the accompanying statements of operations and other
      comprehensive loss.





**Note
      8 – Other Payables**





Following
      is a summary of other payables at June 30, 2008:





Advertising
                minutes contract cost
            
            $
            82,300Sales
                and marketing contract cost, fixed portion
            
            
            41,288Sales
                and marketing contract cost, variable portion
            
            
            16,492Payable
                for acquisition of subsidiary (See Note 12)
            
            
            2,000,000$
            2,140,080




Other
      payables include advertising minutes contract costs of 208,833 RMB per month,
      as
      well as a fixed portion of 105,000 RMB per month and variable portion of 15%
      of
      revenues earned and collected per month. These costs have been incurred in
      connection with the acquisition of Legend Media Investment Company Limited.
      See
      Note 12. The costs have arisen from a number of contracts whose revenues have
      been assigned to the Company after the acquisition. The Company is responsible
      for paying the costs of the advertising minutes on these contracts, as well
      as
      their sales and marketing costs. Other payables at June 30, 2008 also include
      $2,000,000 payable to escrow as partial consideration for the May 30, 2008
      acquisition of Legend Media Tianjin Investment Company Limited. See Note
      12.





**Note
      9 – Variable Interest Entity**





The
      following is the condensed balance sheet of Tianjin Yinse Lingdong Advertising
      Company, Ltd., the variable interest entity consolidated on the Company’s
      balance sheet as of the May 30, 2008 date of acquisition:





Book value
            
            Fair valueAssets:Cash
            
            $
            35,503
            
            $
            35,503Accounts
                receivable
            
            
            61,743
            
            
            61,743Unbilled
                receivables
            
            
            90,072
            
            
            90,072Vendor
                deposits
            
            
            12,746
            
            
            12,746Property
                and Equipment, net
            
            
            15,700
            
            
            15,700Non-compete
                agreement
            
            
            -
            
            
            6,942,006Contract
                rights
            
            
            -
            
            
            2,156,613Total
                Assets
            
            $
            215,764
            
            $
            9,314,383Liabilities:Accounts
                payable
            
            $
            4,828
            
            $
            4,828Other
                payables
            
            
            87,937
            
            
            87,937Unearned
                revenue
            
            
            12,596
            
            
            12,596Accrued
                expenses
            
            
            32,784
            
            
            32,784Total
                Liabilities
            
            
            138,145
            
            
            138,145Minority
                interest
            
            
            15,524
            
            
            15,524Equity
            
            
            62,095
            
            
            9,160,714Total
                Liabilities and Equity
            
            $
            215,764
            
            $
            9,314,383


F-19


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


The
      intangible assets acquired have been marked up to fair value, as required under
      FIN 46R. The Company has consolidated all balances in the accompanying June
      30,
      2008 consolidated balance sheet. The operations of the VIE for the period from
      May 30, 2008 (date of acquisition) through June 30, 2008 have been included
      in
      the Company’s consolidated statements of operations and other comprehensive
      loss. See Note 12 for details of the acquisition.





**Note
      10 – Stock Options and Warrants**





Stock
      Options





The
      Company entered into an Employment Agreement with Mr. Jeffrey Dash on January
      31, 2008. Effective January 31, 2008, Mr. Dash was appointed the President
      and
      Chief Executive Officer of the Company. Per the Agreement, Mr. Dash was granted
      options to purchase 400,000 shares of the Company’s common stock at an exercise
      price of $2.50 per share. The options vest over 33 months accruing every three
      months from the first day of employment, with 25% of the options vesting after
      the first three months and the remaining 75% of the options vesting equally
      every three months at a rate of 30,000 shares per month. The fair value of
      the
      400,000 options was $120. The fair value was computed using the Black-Scholes
      model under the following assumptions: (1) expected life of 3 years; (2)
      volatility of 100%, (3) risk free interest of 4.5% and (4) dividend rate of
      0%.





On
      May
      19, 2008, the Company entered into an employment agreement with Mr. William
      Lee.
      Effective June 2, 2008, Mr. Lee was appointed the Chief Operating Officer of
      the
      Company. Per the agreement, Mr. Lee was granted options to purchase 400,000
      shares of the Company’s common stock at an exercise price of $3.25 per share.
      The options vest over 33 months accruing every three months from the first
      day
      of employment, with 12.5% of the options vesting after the first first three
      months and the remaining 75% of the options vesting equally every three months
      at a rate of 30,000 shares per three
      months. The
      fair
      value of the 400,000 options was $783,280. The fair value was computed using
      the
      Black-Scholes model under the following assumptions: (1) expected life of 3
      years; (2) volatility of 92%, (3) risk free interest of 4.5% and (4) dividend
      rate of 0%.





On
      March
      28, 2008, the Company granted to two of its directors options to purchase 80,000
      shares of the Company’s common stock with an exercise price of $2.50 per share.
      The options vest on a quarterly basis (in arrears) over a 24 month period
      commencing on the date of each director's appointment to the board. The fair
      value of the 160,000 options was $355,088. The fair value was computed using
      the
      Black-Scholes model under the following assumptions: (1) expected life of 2
      years; (2) volatility of 90%, (3) risk free interest of 4.5% and (4) dividend
      rate of 0%.





On
      May
      19, 2008, the Company granted options to another director to purchase 80,000
      shares of the Company’s common stock with an exercise price of $3.70 per share.
      The options vest on a quarterly basis (in arrears) over a 24 month period
      commencing on the date of each director's appointment to the board. The fair
      value of the 80,000 options was $155,328. The fair value was computed using
      the
      Black-Scholes model under the following assumptions: (1) expected life of 2
      years; (2) volatility of 96%, (3) risk free interest of 4.5% and (4) dividend
      rate of 0%.





Following
      is a summary of the stock option activity:





Number
                of
              options
            
            Weighted
              Average
              Exercise
                Price
            
            Aggregate
              Intrinsic
                ValueOutstanding
                as of July 1, 2007
            
            
            -
            
            $
            -
            
            $
            -Granted
            
            
            1,040,000
            
            
            2.88
            
            
            -Forfeited
            
            
            -
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -
            
            
            -Outstanding
                as of June 30, 2008
            
            
            1,040,000
            
            $
            2.88
            
            $
            -Exercisable
                options:June
                30, 2007
            
            
            -
            
            
            -
            
            
            -June
                30, 2008
            
            
            194,224
            
            $
            2.69
            
            
            -


F-20


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


Warrants





Under
      the
      loan agreement with RMK mentioned in Note 7, at the closing of the share
      exchange agreement, the Company issued to RMK a warrant to purchase 150,294
      shares of the Company’s common stock. The warrant is immediately exercisable
      upon issuance and is exercisable until the third anniversary of the issuance
      date of the warrant. The warrant exercise price is $2.50 per share. The fair
      value of the warrants was $108,261 and was determined using the Black-Scholes
      option pricing model and the following assumptions:  term
      of three years, a risk free interest rate of 4.5%, a dividend yield of
      0% and volatility of 90%. Of the $375,733 proceeds from the loan, the fair
      value of the warrants is recorded as debt discounts and will be amortized over
      the term of the loan.





On
      March
      30, 2008, and pursuant to the terms of the Kantor Loan and Blueday Loan
      described in Note 7, the Company issued to each of Mr. Kantor and Blueday a
      warrant to purchase 40,000 and 50,000 shares of the Company's common stock,
      respectively, at an exercise price equal to $2.50 per share, subject to
      adjustments under the terms of the warrants. The warrants are exercisable upon
      issuance and until the third anniversary of the issuance date of the warrants.
      The warrants may be exercised in a cashless manner. The fair value of the
      warrants issued in connection with the Kantor Loan was $28,082 and was
      determined using the Black-Scholes option pricing model and the following
      assumptions:  term of three years, a risk free interest rate
      of 4.5%, a dividend yield of 0% and volatility of 97%. Of the $100,000
      proceeds from the loan, the fair value of the warrants is recorded as debt
      discounts and will be amortized over the term of the loan. The fair value of
      the
      warrants issued in connection with the Blueday Loan was $40,837 and was
      determined using the Black-Scholes option pricing model and the following
      assumptions:  term of three years, a risk free interest rate
      of 4.5%, a dividend yield of 0% and volatility of 97%. Of the $250,000
      proceeds from the note, the fair value of the warrants is recorded as debt
      discounts and will be amortized over the term of the loan.





On
      April
      21, 2008, and pursuant to the terms of the loan agreement described in Note
      7,
      the Company issued to Newport a warrant to purchase 40,000 shares of the
      Company's common stock at an exercise price equal to $2.50 per share, subject
      to
      adjustment under the terms of the warrant. The warrant is exercisable upon
      issuance and until the third anniversary of the loan date. The warrant may
      be
      exercised in a cashless manner. The fair value of the warrant was $55,737 and
      was determined using the Black-Scholes option pricing model and the following
      assumptions:  term of four months, a risk free interest rate
      of 0.9%, a dividend yield of 0% and volatility of 96%. Of the $200,000
      proceeds from the loan, the fair value of the warrants is recorded as debt
      discounts and will be amortized over the term of the loan. In addition, since
      this convertible preferred stock is convertible into shares of common stock
      at a
      one to one ratio an embedded beneficial conversion feature was recorded as
      a
      discount to additional paid in capital in accordance with Emerging Issues Task
      Force No. 00-27, “Application of Issue No. 98-5 to Certain Convertible
      Instruments.” The intrinsic value of the beneficial conversion feature has been
      recorded as a preferred stock dividend at the date of issuance. The Company
      recognized $554,932 of preferred dividends related to the beneficial conversion
      feature. The fair value of the beneficial conversion feature at June 30, 2008
      was $44,626 and has been classified in additional paid-in capital in the June
      30, 2008 consolidated balance sheet.





On
      June
      30, 2008, the Company issued warrants to purchase 600,000 shares of the
      Company's common stock, par value $0.001 per share, to Maoming China Fund
      ("Maoming") as described in Note 11. The Warrants are immediately exercisable
      at
      an exercise price of $2.50 per share until June 30, 2011 and are exercisable
      on
      a cashless basis at any time after July 1, 2009 and until the expiration date
      if
      the Common Stock underlying the Warrants has not been registered with the SEC
      by
      such date. The fair value of the 600,000 warrants issued with the Series A
      Convertible Preferred Stock was $554,932. The fair value was computed using
      the
      Black-Scholes model under the following assumptions: (1) expected life of 3
      years; (2) volatility of 69%, (3) risk free interest of 2.9% and (4) dividend
      rate of $0%. In addition, since this convertible preferred stock is convertible
      into shares of common stock at a one to one ratio an embedded beneficial
      conversion feature was recorded as a discount to additional paid in capital
      in
      accordance with Emerging Issues Task Force No. 00-27, “Application of Issue No.
      98-5 to Certain Convertible Instruments.” The intrinsic value of the beneficial
      conversion feature was $554,932. The beneficial conversion feature is considered
      a deemed dividend, but the Company has an accumulated deficit; therefore, the
      entry is not recorded as the accounting entry would be both a debit and a credit
      to additional paid in capital.


F-21


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


Following
      is a summary of the warrant activity:





Outstanding
                as of July 1, 2007
            
            
            -Granted
            
            
            880,294Forfeited
            
            
            -Exercised
            
            
            -Outstanding
                as of June 30, 2008
            
            
            880,294





**Note
      11 – Stockholders Equity**





**Common
      Shares Issued in Connection with Acquisition of Music Radio
      Limited**





On
      May
      30, 2008, the Company closed a transaction pursuant to which Well Chance
      Investments Limited, its wholly-owned subsidiary and a British Virgin Islands
      company (the "Purchaser"), purchased (the "Purchase") 80% of the common stock
      of
      Legend Media Tianjin Investment Company Limited (the "Target"), a British Virgin
      Islands company and a wholly-owned subsidiary of Music Radio Limited, a British
      Virgin Islands company (the "Seller"). The transaction occurred pursuant to
      the
      terms of a Share Purchase Agreement (the "Purchase Agreement") that the Company
      entered into on May 8, 2008 with the Purchaser, the Seller and all of the
      shareholders of the Seller. At the closing of the Purchase, the Purchaser
      delivered shares of the Company's common stock, par value $0.001 per share
      (the
      "Common Stock"), with an aggregate value of $7,160,714 based on the weighted
      average trading price of the Common Stock for the 90 trading days immediately
      before May 8, 2008 (1,935,328 shares) (the "Escrowed Shares") to an escrow
      agent
      (the "Escrow Agent") mutually designated by the Purchaser and the Seller and
      subject to an escrow agreement entered into by the Purchaser, the Seller and
      the
      Escrow Agent. See Note 12.





**Common
      Stock Issued for Services**





In
      June
      2008, the Company issued 75,000 shares of common stock to RedChip Companies
      for
      providing investor relation services to the Company during the year ended June
      30, 2008.





In
      June
      2008, the Company issued 25,000 shares of common stock to Jack Chen for
      professional services provided to the Company during the year ended June 30,
      2008.





The
      Company valued the shares at $2.49 per share, based on the June 30, 2008 Company
      per share price. The amount of $249,000 has been included in the accompanying
      statement of stockholders’ equity in addition to the 200,000 shares issued in
      connection with the closing of the reverse merger (See Note 1) as shares issued
      for services.





**Maoming
      China Fund Securities Purchase Agreement**





On
      June
      27, 2008, the Company sold and issued 1,250,000 shares of the Company's Series
      A
      Convertible Preferred Stock, par value $0.001 per share, and warrants to
      purchase 600,000 shares of the Company's common stock, par value $0.001 per
      share, to Maoming China Fund (“Maoming”) for gross proceeds to the Company of
      $3,000,000 in cash. The sale of the Preferred Stock and Warrants occurred
      pursuant to the terms of a Securities Purchase Agreement dated March 31, 2008,
      between the Company and Maoming. The Offering closed concurrently with the
      Company’s previously announced acquisition of its first media advertising
      business operating in the People's Republic of China , Music Radio Limited.
      In
      addition, pursuant to the terms of the Purchase Agreement, 15 days following
      the
      Company's second acquisition of a media advertising business operating in the
      People's Republic of China, the Company will issue and sell to Maoming and
      Maoming will purchase from the Company an additional 833,333 shares of Preferred
      Stock and 400,000 Warrants for gross proceeds to the Company of $2,000,000.
      Pursuant to the terms of the securities purchase agreement, each share
      of preferred stock will initially be convertible into one share of common
      stock at the option of the holder at $2.40 per share.


F-22


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


The
      Warrants are immediately exercisable at an exercise price of $2.50 per share
      until June 30, 2011 and are exercisable on a cashless basis at any time after
      July 1, 2009 and until the expiration date if the Common Stock underlying the
      Warrants has not been registered with the SEC by such date. See Note
      10.





**Note
      12 – Acquisition**





**Music
      Radio Limited**





On
      May
      30, 2008, the Company closed a transaction pursuant to which Well Chance
      Investments Limited, its wholly-owned subsidiary and a British Virgin Islands
      company (the "Purchaser"), purchased (the "Purchase") 80% of the common stock
      of
      Legend Media Tianjin Investment Company Limited (the "Target"), a British Virgin
      Islands company and a wholly-owned subsidiary of Music Radio Limited, a British
      Virgin Islands company (the "Seller"). The transaction occurred pursuant to
      the
      terms of a Share Purchase Agreement (the "Purchase Agreement") that the Company
      entered into on May 8, 2008 with the Purchaser, the Seller and all of the
      shareholders of the Seller (the "Shareholders"). As a result of this
      acquisition, the Company obtained control of the following subsidiaries of
      Legend Media Tianjin Investment Company Limited:





·
            Legend
                Media Tianjin HK Limited
                (100%-owned)


·
            Legend
                Media (Beijing) Consulting Company, Ltd.
                (100%-owned)


·
            Tianjin
                Yinse Lingdong Advertising Company, Ltd. (80%-controlled as
                VIE)





As
      consideration for the Purchase, the Purchaser delivered shares of the Company's
      common stock and shall deliver cash to an escrow agent (the "Escrow Agent")
      mutually designated by the Purchaser and the Seller, as follows: upon closing
      of
      the Purchase, shares of the Company's common stock with an aggregate value
      of
      U.S.$7,160,714 based on the weighted average trading price of the Company's
      common stock for the 90 trading days immediately before May 8, 2008 (1,935,328
      shares) (the “Escrowed Shares"). Further, in accordance with the agreement,
      within 28 days after closing of the Purchase, the Purchaser was to deliver
      cash
      in the amount of U.S.$2,000,000 (the "Escrowed Cash"). As of August 20, 2008,
      the US $2,000,000 was not delivered in accordance with the terms of the original
      purchase agreement. On August 20, 2008, the Purchaser and Seller amended the
      payment terms for the US $2,000,000 Escrowed Cash. The amendment states that
      the
      Purchaser shall (a) pay the Seller US $500,000 by wire transfer to an account
      designated by the Seller within 3 business days after August 20, 2008, (b)
      deposit US $500,000 into the Escrow Account maintained by the Escrow Agent
      within 3 business days after August 20, 2008, and (c) deposit US $1,000,000
      into
      the Escrow Account maintained by the Escrow Agent on or prior to November 30,
      2008. On August 20, 2008, the Company delivered the US $500,000 to the Seller.
      As of September 30, 2008, the Company had not delivered the $500,000 to escrow.





The
      Escrowed Shares and the Escrowed Cash will be held in escrow pursuant to the
      terms of an escrow agreement to be entered into among the Purchaser, the Seller
      and the Escrow Agent prior to the closing of the Purchase. The Escrowed Shares
      and the Escrowed Cash will be released to the Seller or returned to the
      Purchaser depending on the occurrence of certain events following the closing
      as
      described below.





All
      of
      the Escrowed Cash and Escrowed Shares with an aggregate value of U.S.$2,160,714
      will be released to the Seller if, on or before December 31, 2008: (a) an entity
      wholly-owned by the Shareholders (the "Advertising Entity") enters into an
      agreement, in form and content acceptable to the Purchaser (the "Advertising
      Agreement"), pursuant to which (1) the Advertising Entity is granted the
      exclusive right to market and sell all broadcast advertising for a radio station
      located in Tianjin, China, (2) the term of such exclusivity is at least two
      years and (3) any fees payable for any subsequent 12-month period by the
      Advertising Entity under the Advertising Agreement shall not be increased by
      more than 20% of the fees payable in the first 12-month period; and (b) the
      Advertising Entity and/or the Shareholders have entered into certain contracts
      (the "Control Agreements") designated by the Purchaser, in form and content
      acceptable to the Purchaser, that contain one or more of the following
      provisions: (i) an entity indirectly owned by the Target (the "Target
      Subsidiary") is granted the exclusive right to provide technical consulting
      and
      other services to the Advertising Entity; (ii) the Target Subsidiary is granted
      the right to vote the shares of the Advertising Entity held by the Shareholders;
      (iii) the Shareholders agree to transfer their shares of the Advertising Entity
      to the Target Subsidiary or its designee upon the occurrence of certain events
      of breach or default; (iv) the Target Subsidiary is granted an option to
      purchase the shares of the Advertising Entity held by the Shareholders; (v)
      the
      Target Subsidiary is granted powers-of-attorney to act on behalf of the
      Shareholders with respect to the Advertising Entity in connection with any
      of
      the matters described in clauses (i) through (iv) above; and (vi) the
      Shareholders agree to certain non-disclosure and non-competition obligations.
      If
      the Advertising Agreement and the Control Agreements are not executed on or
      before December 31, 2008, all of the Escrowed Cash and all of the Escrowed
      Shares will be returned to the Purchaser.


F-23


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


If
      all of
      the Escrowed Cash and a portion of the Escrowed Shares have been released to
      the
      Seller as described above, then the balance of the Escrowed Shares (U.S.
      $5,000,000) will be released within 90 days following December 31, 2008 as
      follows based upon the audited gross revenues of the Advertising Entity for
      the
      period from June 1, 2008 through December 31, 2008 (the "2008 Revenues"): (a)
      if
      the 2008 Revenues equal 90% or more of RMB 8.75 million, then all of the
      remaining Escrowed Shares will be released to the Seller; (b) if the 2008
      Revenues equal less than 90% but more than 60% of RMB 8.75 million, then the
      Seller is entitled to receive a portion of the Escrowed Shares based upon the
      amount of the 2008 Revenues determined by a formula set forth in the Purchase
      Agreement, and the Purchaser is entitled to receive the balance; and (c) if
      the
      2008 Revenues are less than or equal to 60% of RMB 8.75 million, then the
      remaining Escrowed Shares will be returned to the Purchaser.





After
      the
      closing of the Purchase, the Company became the indirect beneficiary of several
      agreements entered into by the Company's affiliates.





In
      connection with the closing of the Purchase, Legend Media (Beijing) Consulting
      Co., Ltd., a wholly-owned foreign enterprise registered in China which is
      wholly-owned by the Target through its Hong Kong subsidiary, Legend Media
      Tianjin Investment Company HK Limited (the "Consulting Entity"), entered into
      an
      Exclusive Technical, Operational, Business Consulting and Services Agreement
      (the "Service Agreement") with the Advertising Entity and the Shareholders
      pursuant to which the Consulting Entity became the exclusive provider of
      technical, operational, business consulting and other services to the
      Advertising Entity in exchange for a service fee and bonus as described in
      more
      detail in the Service Agreement. The term of the Service Agreement is 10 years
      with an automatic renewal for another 10-year term unless a party provides
      written notice that it does not wish to renew the Service Agreement. The
      Advertising Entity agreed to several important covenants in the Service
      Agreement, including (but not limited to), agreeing not to appoint any member
      of
      the Advertising Entity's senior management without the Consulting Entity's
      consent and to grant the Consulting Entity certain informational rights. In
      addition, in the Service Agreement, one of the Shareholders: (a) pledged his
      80%
      equity interest in the Advertising Entity to the Target as a guarantee of the
      Advertising Entity's fulfillment of its obligations under the Service Agreement;
      (b) granted to the Target or its designee an option to purchase any or all
      of
      his 80% equity interest in the Advertising Entity at nominal value; and (c)
      agreed not to dispose of or encumber his 80% equity interest in the Advertising
      Entity without the Target's prior written consent.





The
      Target also entered into an Operating Agreement (the "Operating Agreement")
      with
      the Advertising Entity and the Shareholders to secure the performance of the
      parties' obligations under the Service Agreement. Pursuant to the terms of
      the
      Operating Agreement: (a) the Advertising Entity agreed not to, and the
      Shareholders agreed not to cause the Advertising Entity to, conduct any
      transactions which may have a material adverse effect on the Advertising
      Entity's assets, obligations, rights or operations without the Target's prior
      written consent; (b) the Advertising Entity and the Shareholders granted the
      Target certain informational rights; (c) the Advertising Entity and the
      Shareholders agreed to submit the Advertising Entity's annual budget and monthly
      cash requirement plans to the Target for approval, obtain the Target's approval
      for withdrawals from the Advertising Entity's bank accounts, and accept
      corporate policies and guidance from the Target with respect to the appointment
      and dismissal of senior management, daily operations and management and
      financial administrative systems; (d) the Advertising Entity and the
      Shareholders agreed to appoint or cause to be appointed the individuals
      nominated by the Target to become directors, general manager, chief financial
      officer or other senior management of the Advertising Entity; and (e) one of
      the
      Shareholders unilaterally entered into an Authorization Agreement (the
      "Authorization Agreement") pursuant to which he authorized Jeffrey Dash, the
      Company's Chief Executive Officer, to exercise such Shareholder's voting rights
      with respect to shares of the Advertising Entity at the Adverting Entity's
      shareholders' meeting. The term of the Operating Agreement is 10 years with
      an
      automatic renewal for another 10-year term unless a party provides written
      notice that it does not wish to renew the Service Agreement. The term of the
      Authorization Agreement is 10 years but it terminates automatically upon the
      earlier termination of the Service Agreement.


F-24


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


Also
      in
      connection with the closing of the Purchase, the Purchaser entered into a
      Revenue Assignment Agreement (the "Revenue Agreement") with Beijing Hongteng
      Lianguang Advertising Co., Ltd. ("Hongteng"), the Advertising Entity and the
      Shareholders. The Shareholders are the sole shareholders of Hongteng. Pursuant
      to the Revenue Agreement, Hongteng agreed to, and the Shareholders agreed to
      cause Hongteng to, assign any and all of the benefits (financial or otherwise)
      generated by an identified advertising agreement (the "Old Advertising
      Agreement"), and all advertising sales contracts entered into pursuant to the
      Old Advertising Agreement, to the Advertising Entity until the date on which
      the
      Advertising Entity enters into the New Advertising Agreement.





The
      following pro forma financial information presents the consolidated operations
      of the Company as if the above mentioned acquisition had occurred on July 1,
      2007. The operations of the acquired business commenced on April 1,
      2008.





For
      the
      year ended June 30, 2008:





Net
                Revenue
            
            $
            397,570Gross
                profit
            
            $
            184,710Loss
                from operations
            
            $
            (2,849,896
            )Minority
                Interest in Subsidiaries
            
            $
            271,711Net
                loss
            
            $
            (3,062,925
            )Basic
                loss per share
            
            $
            (0.67
            )





The
      purchase price was valued based on the estimated value of $2,174,428 for a
      contract that grants exclusive use of the minutes. The contact is with the
      Tianjin FM 92.5 radio station. The contract provides 54 minutes per day, 19,710
      minutes per year. The channel is actually Beijing based and through a relay
      facility aired in Tianjin. Legend Media’s contract is with the Beijing channel’s
      exclusive agent. The value was derived as the net present value of the
      contract’s EBITDA over the contract’s term from May 30, 2008 through December
      31, 2010, using a discount rate of 10%. The amortization period on this contract
      is 31 months, based on the duration of the Old Advertising Agreement plus the
      two-year term of the New Advertising Agreement. Amortization on this contract
      at
      June 30, 2008 of $69,742 has been included in general and administrative
      expenses in the accompanying consolidated statements of operations and
      other comprehensive loss.





The
      remainder of the purchase price of $6,999,353 has been allocated to an
      exclusivity agreement signed with Ju Baochun. Mr. Baochun, through a company
      he
      owns and operates, is the 80% owner of Music Radio Limited, which is the 20%
      owner of the post-acquisition VIE, Tianjin Yinse Lingdong Advertising Company,
      Ltd. See Note 9. Mr. Baochun is a valuable partner with significant experience
      in the radio industry that has the ability to locate and acquire additional
      radio advertising contracts direct with the radio stations, provide access
      to
      deep customer relationships, and provide the leadership that would be a
      foundation for the Company ’ s
      future
      expansion in China. Mr. Baochun signed an exclusivity agreement, whereby he
      is
      prohibited from:





·
            The
                borrowing of money from any third party or the assumption of any
                debt;


·
            The
                sale to any third party or the acquisition from any third party of
                any
                assets, including, without limitation, any intellectual
                rights;


·
            The
                imposition of any security interests for the benefit of any third
                party
                through collateralization of its
                assets;


·
            The
                assignment to any third party of the agreement entered into by it;
                and


·
            The
                sale, transfer and disposition of any license held by the
                Company.


F-25


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


The
      term
      of the agreement is 10 years, beginning May 30, 2008. As such, the Company
      is
      amortizing the contract value over its 10-year life. Amortization on this
      contract at June 30, 2008 of $57,994 has been included in general and
      administrative expenses in the accompanying consolidated statements
      of operations and other comprehensive loss. See Note 12.





**Note
      13 – Related Party Transactions**





**Beijing
      Hongteng Lianguang Advertising Co., Ltd.**





In
      connection with the closing of the Purchase of Legend Media Tianjin Investment
      Company (See Note 12), the Purchaser entered into a Revenue Assignment Agreement
      (the "Revenue Agreement") with Beijing Hongteng Lianguang Advertising Co.,
      Ltd.
      ("HTLG"), the Advertising Entity and the Shareholders, effective June 1, 2008.
      The Shareholders, Ju Baochun and Xue Wei, are the sole shareholders of HTLG
      and
      also control a 20% interest in Tianjin Yinse Lingdong Adertising Company, Ltd.
      See Note 9.





The
      revenue assignment entitles the Company to the rights on contracts acquired
      from
      Tianjin Lingdong Yinse Advertising Company, Ltd. See Note 12. The Company is
      responsible for paying these costs of the advertising minutes on these
      contracts, as well as their sales and marketing costs. In connection with this,
      the Company pays advertising minutes contract costs of 208,833 RMB per month
      to
      HTLG as pass-through to the counterparties in the contracts, as well as a fixed
      portion of 105,000 RMB per month and variable portion of 15% of revenues earned
      and collected per month. The Company has incurred the following expenses payable
      to HTLG in the current year with respect to this agreement (from the May 30,
      2008 date of acquisition):





Advertising
                minutes contract cost
            
            $
            30,144Sales
                and marketing contract cost, fixed
            
            
            15,192Sales
                and marketing contract cost, variable
            
            
            24,594Total
                expenses to HTLG
            
            $
            69,930





The
      Company has recognized $140,080 in payables to HTLG, and has classified the
      amount as part of other payables in the accompanying consolidated balance sheet
      at June 30, 2008. Additionally, the Company has recognized $41,669 as part
      of
      accrued liabilities in the accompanying balance sheet at June 30, 2008 relating
      to accrued commissions payable to HTLG from the revenue agreement. The Company
      has also recognized $155,970 related to the revenue rights agreement in the
      accompanying consolidation statements of operations and other comprehensive
      loss for the year ended June 30, 2008.





**ARC
      Investment Partners**





ARC
      Investment Partners (“ARC”) is an investment firm whose members own 1,300,000,
      or 12.8% of the Company’s outstanding common stock. ARC has performed various
      consulting services for the Company during the year ended June 30, 2008. The
      Company has recorded $8,073 for these services in its consolidated statements
      of operations and other comprehensive loss within general and
      administrative expenses for the year ended June 30, 2008.





**RMK
      Emerging Growth**





RMK
      Emerging Growth (“RMK”) is a fund controlled by a shareholder who is also the
      CEO of ARC. RMK issued a note to the Company in February and March 2008 for
      a total note issued of $375,733. The outstanding balance at June 30, 2008 of
      $307,294 has been classified as related party note payable, net of discount
      of
      $68,439 in the accompanying balance sheet. See Note 7.





**Note
      14 – Income Taxes**





Net
      operating losses for tax purposes of approximately $2,000,000 at June
      30, 2008 are available for carryover in the PRC. We have provided a 100%
      valuation allowance for the deferred tax benefit resulting from the net
      operating loss carryover. In addressing the realizability of deferred tax
      assets, management considers whether it is more likely than not that some
      portion or all of the deferred tax assets will not be realized. The ultimate
      realization of deferred tax assets is dependent upon the generation of future
      taxable income during the periods in which those temporary differences are
      deductible. When we demonstrate a history of profitable operation we will reduce
      our valuation allowance at that time.


F-26


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


A
      reconciliation of the statutory Federal income tax rate and the effective income
      tax rate for the years ended June 30, 2008 and 2007follows:


**2008**
                
                **2007**U.S.
                    statutory tax rate
                
                
                (34
                )%
                
                0
                %Tax
                    rate difference
                
                
                9
                %
                
                0
                %Utilization
                    of net operating loss
                
                
                0
                %
                
                0
                %Valuation
                    allowance
                
                
                25
                %
                
                0
                %Effective
                    income tax rate
                
                
                0
                %
                
                0
                %
 
 Significant
        components of deferred tax assets and liabilities are as follows:
 
 Deferred
                  tax assets:Net
                  operating loss carryforwards
              
              $
              500,000Valuation
                  allowance
              
              
              (500,000
              )Net
                  deferred tax assets
              
              $
              -


The
      Company adopted FIN No. 48 on January 1, 2007. There were no unrecognized tax
      benefits as of the date of adoption and there are no unrecognized tax benefits
      included in the balance sheet at June 30, 2008, that would, if recognized,
      affect the effective tax rate.





**Note
      15 – Commitments and Contingencies**





None.





**Note
      16 -
      Subsequent Events** **(unaudited)**




**Acquisition
        of News Radio Limited**
 
 On
        July
        21, 2008, the Company closed a transaction pursuant to which Well Chance
        Investments Limited, its wholly-owned subsidiary and a British Virgin Islands
        company (the "Purchaser"), purchased (the "Purchase") 100% of the common
        stock
        of News Radio Limited, a British Virgin Islands company (the "Target"). The
        transaction occurred pursuant to the terms of a Share Purchase Agreement
        (the
        "Purchase Agreement") that the Company entered into on June 4, 2008 with
        the
        Purchaser and all of the shareholders of the Target (the "Sellers"). As a
        result
        of the acquisition, the Company obtained control of the following subsidiaries
        of Legend Media News Radio Limited:
 
 •
              CRI
                  News Radio Limited (100%-owned)
 •
              Legend
                  Media (Beijing) Information and Technology Co., Ltd.
                  (100%-owned)
 •
              Beijing
                  Maihesi Advertising International Co., Ltd. (90%-controlled as
                  VIE)
 
 At
        the
        closing of the Purchase, the Purchaser delivered to the Sellers shares of
        the
        Company's common stock, par value $0.001 per share (the "Common Stock"),
        with an
        aggregate value of 2,000,000 Chinese Renminbi ("RMB") (On June 5, 2008, this
        was
        approximately $287,728 based on the currency exchange rate on that date.
        Subsequently on July 21, 2008, the acquisition was closed and the amount
        was
        settled at approximately $293,760 based on the currency exchange rate on
        that
        date. The change from June 5, 2008 to July 21, 2008 in USD is due to the
        change
        in the currency exchange rate) based on the weighted average trading price
        of
        the Common Stock for the 30 trading days immediately before June 4, 2008
        (68,388
        shares were actually delivered). In addition, (i) within 28 days after closing
        of the Purchase, the Purchaser is obligated to deliver RMB 5,250,000 (On
        June 5,
        2008, this was approximately $755,287 based on the currency exchange rate
        on
        that date. Subsequently on July 21, 2008, the acquisition was closed and
        the
        amount was settled at approximately $771,120 based on the currency exchange
        rate
        on that date. The change from June 5, 2008 to July 21, 2008 in USD is due
        to the
        change in the currency exchange rate) to an account of the Sellers' designation
        and (ii) within 90 days after closing of the Purchase, the Purchaser is
        obligated to deliver RMB 1,600,000 (On June 5, 2008, this was approximately
        $230,182 based on the currency exchange rate on that date. Subsequently on
        July
        21, 2008, the acquisition was closed and the amount was settled at approximately
        $235,008 based on the currency exchange rate on that date. The change from
        June
        5, 2008 to July 21, 2008 in USD is due to the change in the currency exchange)
        to an account of the Sellers' designation.
  F-
            27
  **LEGEND
          MEDIA, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
          THE YEARS ENDED JUNE 30, 2008 AND 2007**
  In
        addition, the Sellers will receive additional, performance-based consideration
        within 30 days of year-end 2008, 2009 and 2010 based on the net revenues
        and net
        income for such periods of Beijing Maihesi Advertising International Co.,
        Ltd.,
        a company limited by shares, organized in the People’s Republic of China and
        wholly-owned by the Sellers (the "Advertising Entity"), as follows: (a) if
        for
        the seven-month period ending December 31, 2008, net revenues equal or exceed
        90% of RMB 12,000,000 and net income equals or exceeds RMB 0, the Sellers
        will
        receive shares of the Company’s common stock with an aggregate value of RMB
        2,500,000 (approximately $359,660 based on the currency exchange rate on
        June 5,
        2008) with a price per share equal to the weighted average trading price
        for the
        30 trading days immediately prior to the date such amount becomes payable;
        (b)
        if for the 12-month period ending December 31, 2009, net revenues equal or
        exceed 80% of RMB 30,000,000 and net income equals or exceeds RMB 6,000,000,
        the
        Sellers will receive RMB 4,000,000 (approximately $575,457 based on the currency
        exchange rate on June 5, 2008) in the form of cash, the number of shares
        of the
        Company’s common stock as determined by a price per share equal to the weighted
        average trading price for the 30 trading days immediately prior to the date
        such
        amount becomes payable, or a combination of the two, at the election of the
        Sellers; and (c) if for the 12-month period ending December 31, 2010, net
        revenues equal or exceed 80% of RMB 34,000,000 and net income equals or exceeds
        RMB 8,000,000, the Sellers will receive RMB 8,000,000 (approximately $1,150,914
        based on the currency exchange rate on June 5, 2008) in the form of cash,
        the
        number of shares of the Company’s common stock as determined by a price per
        share equal to the weighted average trading price for the 30 trading days
        immediately prior to the date such amount becomes payable, or a combination
        of
        the two, at the election of the Sellers. Pursuant to the terms of the Purchase
        Agreement, the Purchaser and the Sellers will mutually select an impartial
        auditor to audit and determine, according to U.S. generally accepted accounting
        principles, the Advertising Entity's net revenues and net income for the
        relevant time-periods.
 
 After
        the
        closing of the Purchase, the Company became the indirect beneficiary of several
        agreements entered into by the Company's affiliates.
 
 In
        connection with the closing of the Purchase, CRI News Radio Limited, a Hong
        Kong
        company wholly owned by the Target, through its subsidiary, a company organized
        in the People's Republic of China, Legend Media (Beijing) Information and
        Technology Co., Ltd. (the "Consulting Entity"), entered into an Exclusive
        Technical, Operational, Business Consulting and Services Agreement (the "Service
        Agreement") with the Advertising Entity and the Sellers pursuant to which
        the
        Consulting Entity became the exclusive provider of technical, operational,
        business consulting and other services to the Advertising Entity in exchange
        for
        a service fee and bonus as described in more detail in the Service Agreement.
        The term of the Service Agreement is 10 years with an automatic renewal for
        another 10-year term unless a party provides written notice that it does
        not
        wish to renew the Service Agreement. The Advertising Entity agreed to several
        important covenants in the Service Agreement, including (but not limited
        to),
        agreeing not to appoint any member of the Advertising Entity's senior management
        without the Consulting Entity's consent and to grant the Consulting Entity
        certain informational rights. In addition, in the Service Agreement, each
        of the
        Sellers: (a) pledged his 100% equity interest in the Advertising Entity to
        the
        Consulting Entity as a guarantee of the Advertising Entity's fulfillment
        of its
        obligations under the Service Agreement; (b) granted to the Consulting Entity
        or
        its designee an option to purchase any or all of his equity interest in the
        Advertising Entity at nominal value; and (c) agreed not to dispose of or
        encumber any of his equity interest in the Advertising Entity without the
        Consulting Entity's prior written consent.
 
 The
        Consulting Entity also entered into an Operating Agreement (the "Operating
        Agreement") with the Advertising Entity and the Sellers to secure the
        performance of the parties' obligations under the Service Agreement. Pursuant
        to
        the terms of the Operating Agreement: (a) the Advertising Entity and the
        Sellers
        agreed not to cause the Advertising Entity to, conduct any transactions which
        may have a material adverse effect on the Advertising Entity's assets,
        obligations, rights or operations without the Consulting Entity's prior written
        consent; (b) the Advertising Entity and the Sellers granted the Consulting
        Entity certain informational rights; (c) the Advertising Entity and the Sellers
        agreed to submit the Advertising Entity's annual budget and monthly cash
        requirement plans to the Consulting Entity for approval, obtain the Consulting
        Entity's approval for withdrawals from the Advertising Entity's bank accounts,
        and accept corporate policies and guidance from the Consulting Entity with
        respect to the appointment and dismissal of senior management, daily operations
        and management and financial administrative systems; (d) the Advertising
        Entity
        and the Sellers agreed to appoint or cause to be appointed the individuals
        nominated by the Consulting Entity to become directors, general manager,
        chief
        financial officer or other senior management of the Advertising Entity; and
        (e)
        the Sellers unilaterally entered into Authorization Agreements (the
        "Authorization Agreements") pursuant to which each of the Sellers authorized
        Jeffrey Dash, the Company's Chief Executive Officer, to exercise such Sellers'
        voting rights with respect to shares of the Advertising Entity at the Adverting
        Entity's shareholders' meeting. The term of the Operating Agreement is 10
        years
        with an automatic renewal for another 10-year term unless a party provides
        written notice that it does not wish to renew the Service Agreement. The
        term of
        each of the Authorization Agreements is 10 years but it terminates automatically
        upon the earlier termination of the Service Agreement.
 
 The
        purchase price was determined based on the estimated value of a contract
        acquired for advertising rights on the Beijing FM 90.5 radio station. The
        Company acquired News Radio Limited in accordance with its growth strategy
        in
        the PRC radio advertising distribution business. The acquisition gives the
        Company effective control of the PRC-based company that has the exclusive
        sales
        contract for the Beijing, PRC based radio channel FM 90.5. Beijing is a
        metropolis in northern PRC with a population of over 17 million. As with
        Tianjin, it is one of four municipalities in the PRC with status as a province
        in the PRC’s administrative structure. Beijing is the PRC’s second largest city,
        after Shanghai, and is recognized as the political, edicational, and cultural
        center of the PRC. Beijing has a rapidly developing economy with an expanding
        affluent population. Beijing is of strategic importance to the Company’s
        objective of building a market leading brand position in the radio advertising
        industry. The exclusive sales contract for Beijing FM 90.5 is for four years
        (two years plus a two year option) and grants the Company, through its operating
        affiliate, Beijing Maihesi International Advertising Co., Ltd., the right
        to be
        the exclusive advertising agent for the channel, under which the Company
        has the
        exclusive rights to manage and sell all advertising minutes for the radio
        station. The contract provides the Company with an additional 45,990 of radio
        advertising minutes per year. The exclusive rights to sell advertising also
        extend to program sponsorship which the Company expects will provide additional
        advertising inventory for sale. The exclusive sales contract was originally
        entered into by News Radio Limited in May 2008 so as of July 3, 2008 the
        business was still in start-up phase but in the process of opening an office
        and
        expanding staff. The Company plans to hire its own staff while sill using
        third
        party sales and marketing companies in an effort to maximize first year
        performance. The exclusive contract for Beijing FM 90.5 is with a subsidiary
        of
        China Radio International, the owner of the radio channel. As part of the
        exclusive sales agreement, the Company, through its operating affiliate,
        is
        provided with the first right of refusal to be the to be the exclusive agent
        for
        Beijing FM 90.5 as it expands its content to frequencies outside of
        Beijing.
 
 Management
        is currently in the process of finalizing its allocation of the purchase
        price,
        although management believes that most of the allocation will go to the Beijing
        FM 90.5 contract. The contract will be amortized over a two-year life, based
        on
        the initial contract term.


F-
          28


**LEGEND
      MEDIA, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED JUNE 30, 2008 AND 2007**


**Beijing
      Guo Guangrong Advertising Agreement**





On
      August
      4, 2008, Beijing Merci International Advertising Co., Ltd (the "Company's
      Affiliate"), a company organized in the People’s Republic of China and an
      affiliate of Legend Media, Inc. (the "Company"), entered into an Exclusive
      Advertising Rights Agreement (the “Advertising Rights Agreement”) with Beijing
      Guo Guangrong Advertising Co., Ltd. pursuant to which the Company's Affiliate
      agreed to acquire 45,990 advertising minutes per year on FM107.1, a news and
      entertainment radio station that broadcasts to the Shenzhen region of China.
      The
      Advertising Rights Agreement closed on August 31, 2008.





The
      annual cost for the advertising minutes is 4,600,000 Chinese Renminbi ("RMB")
      (which, as of the date hereof, equates to approximately $675,000) for the first
      year of the term of the Advertising Rights Agreement. The annual cost for the
      advertising minutes will increase annually by 15% for each year of the term
      of
      the Agreement. The Company's Affiliate has an option to extend the initial
      two-year term of the Advertising Rights Agreement for an additional two-year
      term. The Company's Affiliate is required to deposit 1,050,000 RMB (which,
      as of
      the date hereof, equates to approximately $150,000) towards the first year
      cost
      of the advertising minutes.





**Unregistered
      Sale of Series A Convertible Preferred Stock**





On
      August
      29, 2008, the Company completed the sale of 625,000 shares of the Company's
      Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred
      Stock"), and warrants (the "Warrants") to purchase 300,000 shares of the
      Company's common stock, par value $0.001 per share (the "Common Stock"), to
      Maoming China Fund ("Maoming") for gross proceeds to the Company of $1,500,000
      in cash. The sale of the Preferred Stock and Warrants (the "Offering") occurred
      pursuant to the terms of a Securities Purchase Agreement (the "Purchase
      Agreement") dated March 31, 2008, between the Company and Maoming, as previously
      disclosed in the Company's Current Report on Form 8-K filed with the Securities
      Exchange Commission (the "SEC") on April 4, 2008. The Offering closed in
      connection with the Company’s previously announced acquisition of its second
      media advertising business operating in the People's Republic of China, News
      Radio Limited.





The
      Warrants are immediately exercisable at an exercise price of $2.50 per share
      until August 28, 2011 (the "Expiration Date") and are exercisable on a cashless
      basis at any time after August 29, 2009 and until the Expiration Date if the
      Common Stock underlying the Warrants has not been registered with the SEC by
      such date.





In
      accordance with the terms of the Purchase Agreement, Maoming is obligated to
      purchase an additional 208,333 shares of Preferred Stock and additional warrants
      to purchase 100,000 shares of Common Stock for $500,000. The Company expects
      these securities to be issued on an as-needed basis.





**Agreement
      with Beijing Merci International Advertising Company,
      Limited**





On
      August
      4, 2008, Beijing Merci International Advertising Co., Ltd (the "Company's
      Affiliate"), a company organized in the People’s Republic of China and an
      affiliate of Legend Media, Inc. (the "Company"), entered into an Exclusive
      Advertising Rights Agreement (the “Advertising Rights Agreement”) with Beijing
      Guo Guangrong Advertising Co., Ltd. pursuant to which the Company's Affiliate
      agreed to acquire 45,990 advertising minutes per year on FM107.1, a news and
      entertainment radio station that broadcasts to the Shenzhen region of China.
      The
      Advertising Rights Agreement closed on August 31, 2008.





The
      annual cost for the advertising minutes is 4,600,000 Chinese Renminbi ("RMB")
      (which, as of the date hereof, equates to approximately $675,000) for the first
      year of the term of the Advertising Rights Agreement. The annual cost for the
      advertising minutes will increase annually by 15% for each year of the term
      of
      the Agreement. The Company's Affiliate has an option to extend the initial
      two-year term of the Advertising Rights Agreement for an additional two-year
      term. The Company's Affiliate is required to deposit 1,050,000 RMB (which,
      as of
      the date hereof, equates to approximately $150,000) towards the first year
      cost
      of the advertising minutes.


F-
          29