UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

June 30, 2011
For the quarterly period ended June 30, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

For the transition period from            to

Commission File No.: 000-49752





Legend Oil and Gas, Ltd.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Colorado                                                       |  | 84-1570556                       
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification No.)

1420 5th Avenue, Suite 2200, Seattle, Washington 98101

(Address of principal executive offices)

206-274-5165

(Registrants telephone number)

601 Union Street, Suite 4500, Seattle, Washington 98101

(Former name, former address and former fiscal year, if changed since last report.)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No  
 ̈

Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).    Yes   ̈    No    ̈

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).     Yes    ̈     No   x

As of August 1, 2011, the registrant had 47,020,000 shares of its common stock, par value $0.001 per share, issued and outstanding.









---

LEGEND OIL AND GAS, LTD.





INDEX

to Quarterly Report on Form 10-Q

for the Period Ended June 30, 2011



|                                                       |  |                                                                                       |    |  |    | 
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------- | -- |  | -- | 
|                                                       |  | Page                                                                                  |   
|                                                       | 
|CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS |  |                                                                                       | 1  | 
|                                                       | 
|PART I  FINANCIAL INFORMATION                         |  |                                                                                       |    | 
|                                                       |  |                                                                                      
|Item 1                                                 |  | Consolidated Financial Statements                                                     |    |  | 2  | 
|                                                       |  |                                                                                      
|                                                       |  | Consolidated Balance Sheets                                                           |    |  | 2  | 
|                                                       |  |                                                                                      
|                                                       |  | Consolidated Statements of Operations                                                 |    |  | 3  | 
|                                                       |  |                                                                                      
|                                                       |  | Consolidated Statements of Stockholders Equity                                       |    |  | 4  | 
|                                                       |  |                                                                                      
|                                                       |  | Consolidated Statements of Cash Flows                                                 |    |  | 5  | 
|                                                       |  |                                                                                      
|                                                       |  | Notes to Consolidated Financial Statements                                            |    |  | 6  | 
|                                                       |  |                                                                                      
|Item 2                                                 |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations |    |  | 13 | 
|                                                       |  |                                                                                      
|Item 3                                                 |  | Quantitative and Qualitative Disclosures About Market Risk                            |    |  | 20 | 
|                                                       |  |                                                                                      
|Item 4                                                 |  | Controls and Procedures                                                               |    |  | 20 | 
|                                                       | 
|PART II  OTHER INFORMATION                            |  |                                                                                       |    | 
|                                                       |  |                                                                                      
|Item 1                                                 |  | Legal Proceedings                                                                     |    |  | 21 | 
|                                                       |  |                                                                                      
|Item 1A                                                |  | Risk Factors                                                                          |    |  | 21 | 
|                                                       |  |                                                                                      
|Item 2                                                 |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |    |  | 21 | 
|                                                       |  |                                                                                      
|Item 3                                                 |  | Defaults Upon Senior Securities                                                       |    |  | 21 | 
|                                                       |  |                                                                                      
|Item 4                                                 |  | (Removed and Reserved.)                                                               |    |  | 21 | 
|                                                       |  |                                                                                      
|Item 5                                                 |  | Other Information                                                                     |    |  | 21 | 
|                                                       |  |                                                                                      
|Item 6                                                 |  | Exhibits                                                                              |    |  | 22 | 
|                                                       | 
|SIGNATURES                                             |  |                                                                                       | 23 | 
|                                                       | 
|EXHIBITS                                               |  |                                                                                       |    | 



i



---

Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report on
Form 10-Q (Report) to we, us, our, and the Company are to Legend Oil and Gas, Ltd., a Colorado corporation.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

We
desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This Report contains a number of forward-looking statements that reflect managements current views and expectations
with respect to our business, strategies, future results and events, and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, the economy, events
or developments that management expects or anticipates will or may occur in the future, including statements related to revenues, profitability, adequacy of funds from operations, and cash flows and financing are forward-looking statements. In
particular, the words such as believe, expect, intend, anticipate, estimate, may, will, can, plan, predict, could,
future, variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.

Readers should not place undue reliance on these forward-looking statements, which are based on managements current expectations and
projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions and apply only as of the date of this Report. Our actual results, performance or achievements could differ materially from
historical results as well as the results expressed in, anticipated or implied by these forward-looking statements.

For a more detailed
discussion of some of the factors that may affect our business, results and prospects, see our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 31, 2011, as well as
various disclosures made by us in this Report and in our other reports we file with the Securities and Exchange Commission, including our periodic reports on Form 10-Q and current reports on Form 8-K. Except as required by law, we undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



1



---

PART I  FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

LEGEND OIL AND GAS LTD.

(Formerly SIN Holdings,
Inc. )

CONSOLIDATED BALANCE SHEETS



|                                                                                                                              |  |                         |           |   |                  |   |          |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | --------- | - | ---------------- | - | -------- | -
|                                                                                                                              |  | (Unaudited)June 30,2011 |           |   | December 31,2010 |  
|ASSETS                                                                                                                        |  |                         |           |   |                  |   |          |  
|Current assets                                                                                                                |  |                         |           |   |                  |   |          |  
|Cash and cash equivalents                                                                                                     |  | $                       | 153,755   |   |                  | $ | 100,894  |  
|Accounts receivable                                                                                                           |  |                         | 10,546    |   |                  |   | 11,377   |  
|Other assets                                                                                                                  |  |                         | 4,850     |   |                  |   | 19,551   |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|Total current assets                                                                                                          |  |                         | 169,151   |   |                  |   | 131,822  |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|Oil and gas properties - full cost method of accounting                                                                       |  |                         |           |   |                  |   |          |  
|Proven properties - net                                                                                                       |  |                         | 641,795   |   |                  |   | 628,600  |  
|Unproven properties                                                                                                           |  |                         | 138,785   |   |                  |   |         |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|Total oil and gas properties                                                                                                  |  |                         | 780,580   |   |                  |   | 628,600  |  
|Deposits                                                                                                                      |  |                         | 3,740     |   |                  |   | 3,740    |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|Total assets                                                                                                                  |  | $                       | 953,471   |   |                  | $ | 764,162  |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                          |  |                         |           |   |                  |   |          |  
|Current liabilities                                                                                                           |  |                         |           |   |                  |   |          |  
|Accounts payable                                                                                                              |  | $                       | 35,268    |   |                  | $ | 14,561   |  
|Accounts payable - related party                                                                                              |  |                         | 1,283     |   |                  |   | 370      |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|Total current liabilities                                                                                                     |  |                         | 36,551    |   |                  |   | 14,931   |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|Commitments and contingencies                                                                                                 |  |                         |          |   |                  |   |         |  
|                                                                                                                              |  |                        
|Stockholders equity                                                                                                          |  |                         |           |   |                  |   |          |  
|Preferred stock, $0.001 par value, 100,000,00 shares authorized; issued and outstanding: nil                                  |  |                         |          |   |                  |   |         |  
|Common stock, $0.001 par value; 400,000,000 shares authorized; issued and outstanding: 47,020,000 and 62,360,000
respectively |  |                         | 47,020    |   |                  |   | 62,360   |  
|Additional paid-in capital                                                                                                    |  |                         | 1,395,812 |   |                  |   | 980,472  |  
|Accumulated deficit                                                                                                           |  |                         | (525,912  | ) |                  |   | (293,601 | )
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|Total stockholders equity                                                                                                    |  |                         | 916,920   |   |                  |   | 749,231  |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                    |  | $                       | 953,471   |   |                  | $ | 764,162  |  
|                                                                                                                              |  |                         |           |   |                  |   |          |  

(The accompanying notes are an integral part of the consolidated financial statements)



2



---

LEGEND OIL AND GAS LTD.

(Formerly SIN Holdings, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|----------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------ | - | ----------- | ------------- |  | - | ------------- | - |  | - | ----------- | -
|                                                      |  | For the Three Months Ended |            |   | For the Six Months Ended |  
|                                                      |  | June 
30,2011              |            |   | June 
30,2010            |   |             | June 
30,2011 |  |   | June 
30,2010 |  
|REVENUE                                               |  | $                          | 49,791     |   |                          | $ |            |               |  | $ | 95,611        |   |  | $ |            |  
|                                                      |  |                            |            |  
|COSTS AND OPERATING EXPENSES                          |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Lease operating expenses                              |  |                            | 48,834     |   |                          |   |            |               |  |   | 82,485        |   |  |   |            |  
|Depreciation, depletion and amortization              |  |                            | 19,794     |   |                          |   |            |               |  |   | 19,794        |   |  |   |            |  
|General and administrative expenses                   |  |                            | 103,766    |   |                          |   | 20,200      |               |  |   | 225,764       |   |  |   | 20,756      |  
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Operating expenses                                    |  |                            | 172,394    |   |                          |   | 20,200      |               |  |   | 328,043       |   |  |   | 20,756      |  
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|LOSS FROM OPERATIONS                                  |  |                            | (122,603   | ) |                          |   | (20,200     | )             |  |   | (232,432      | ) |  |   | (20,756     | )
|                                                      |  |                            |            |  
|OTHER INCOME (EXPENSE)                                |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Interest income                                       |  |                            | 35         |   |                          |   |            |               |  |   | 121           |   |  |   |            |  
|Loan interest                                         |  |                            |           |   |                          |   |            |               |  |   |              |   |  |   | (1,345      | )
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Total other income (expense)                          |  |                            | 35         |   |                          |   |            |               |  |   | 121           |   |  |   | (1,345      | )
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|NET LOSS FROM CONTINUING OPERATIONS                   |  |                            | (122,568   | ) |                          |   | (20,200     | )             |  |   | (232,311      | ) |  |   | (22,101     | )
|                                                      |  |                            |            |  
|Loss from discontinued operations                     |  |                            |           |   |                          |   | (5,212      | )             |  |   |              |   |  |   | (5,527      | )
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Net loss                                              |  | $                          | (122,568   | ) |                          | $ | (25,412     | )             |  | $ | (232,311      | ) |  | $ | (27,628     | )
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Basic and diluted net loss per share                  |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Continuing operations                                 |  | $                          | (0.00      | ) |                          | $ | (0.00       | )             |  | $ | (0.00         | ) |  | $ | (0.00       | )
|Discontinued operations                               |  | $                          | (0.00      | ) |                          | $ | (0.00       | )             |  | $ | (0.00         | ) |  | $ | (0.00       | )
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Net loss                                              |  | $                          | (0.00      | ) |                          | $ | (0.00       | )             |  | $ | (0.00         | ) |  | $ | (0.00       | )
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  
|Weighted average number of shares - basic and diluted |  |                            | 50,435,385 |   |                          |   | 105,395,165 |               |  |   | 56,457,569    |   |  |   | 125,366,630 |  
|                                                      |  |                            |            |   |                          |   |             |               |  |   |               |   |  |   |             |  

(The accompanying notes are an integral part of the consolidated financial statements)



3



---

LEGEND OIL AND GAS LTD.

(Formerly SIN Holdings, Inc.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)



|                                                    |  |              |             |   |                 |   |         |                            |  |  |                      |  |  |                          |   |  |  |   |           |  |  |   |          |   |  |   |          |  
|--------------------------------------------------- |  | ------------ | ----------- | - | --------------- | - | ------- | -------------------------- |  |  | -------------------- |  |  | ------------------------ | - |  |  | - | --------- |  |  | - | -------- | - |  | - | -------- | -
|                                                    |  | Common Stock |             |   | Preferred Stock |   |         | Additionalpaid-in 
capital |  |  | Accumulated(deficit) |  |  | TotalStockholdersEquity |  
|                                                    |  |              |             |  
|                                                    |  |              |             |  
|                                                    |  | Shares       |             |   | Amount          |   |         | Shares                     |  |  | Amount               |  |  |                          |  
|Balance, December 31, 2010                          |  |              | 62,360,000  |   |                 | $ | 62,360  |                            |  |  |                     |  |  | $                        |  |  |  | $ | 980,472   |  |  | $ | (293,601 | ) |  | $ | 749,231  |  
|                                                    |  |              |             |   |                 |   |        
|Issuance of common stock and warrants February 2011 |  |              | 300,000     |   |                 |   | 300     |                            |  |  |                     |  |  |                          |  |  |  |   | 149,700   |  |  |   |         |   |  |   | 150,000  |  
|                                                    |  |              |             |   |                 |   |        
|Cancellation of stock by shareholders April 2011    |  |              | (15,890,000 | ) |                 |   | (15,890 | )                          |  |  |                     |  |  |                          |  |  |  |   | 15,890    |  |  |   |         |   |  |   |         |  
|                                                    |  |              |             |   |                 |   |        
|Issuance of common stock and warrants April 2011    |  |              | 250,000     |   |                 |   | 250     |                            |  |  |                     |  |  |                          |  |  |  |   | 249,750   |  |  |   |         |   |  |   | 250,000  |  
|                                                    |  |              |             |   |                 |   |        
|Net loss, period ended June 30, 2011                |  |              |            |   |                 |   |        |                            |  |  |                     |  |  |                          |  |  |  |   |          |  |  |   | (232,311 | ) |  |   | (232,311 | )
|                                                    |  |              |             |   |                 |   |        
|                                                    |  |              |             |   |                 |   |         |                            |  |  |                      |  |  |                          |   |  |  |   |           |  |  |   |          |   |  |   |          |  
|Balance, June 30, 2011                              |  |              | 47,020,000  |   |                 | $ | 47,020  |                            |  |  |                     |  |  | $                        |  |  |  | $ | 1,395,812 |  |  | $ | (525,912 | ) |  | $ | 916,920  |  
|                                                    |  |              |             |   |                 |   |         |                            |  |  |                      |  |  |                          |   |  |  |   |           |  |  |   |          |   |  |   |          |  

(The accompanying notes are an integral part of the consolidated financial statements)



4



---

LEGEND OIL AND GAS LTD.

(Formerly SIN Holdings, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                               |              |                          |          |              |  |   |         |  
|------------------------------------------------------------------------------ | ------------ | ------------------------ | -------- | ------------ |  | - | ------- | -
|                                                                               |              | For the Six Months Ended |         
|                                                                               | June 30,2011 |                          |          | June 30,2010 | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                           |              |                          |          |              |  |   |         |  
|Net loss                                                                       |              | $                        | (232,311 | )            |  | $ | (27,628 | )
|Adjustments to reconcile net loss to net cash flows from operating activities: |              |                          |          |              |  |   |         |  
|Rent contributed by shareholder                                                |              |                          |         |              |  |   | 225     |  
|Impairment of goodwill and other                                               |              |                          |         |              |  |   | 5,527   |  
|Depreciation, depletion and amortization                                       |              |                          | 19,794   |              |  |   |        |  
|Changes in operating assets and liabilities:                                   |              |                          |          |              |  |   |         |  
|Accounts receivable                                                            |              |                          | 831      |              |  |   |        |  
|Other assets                                                                   |              |                          | 14,701   |              |  |   |        |  
|Accounts payable - including related party                                     |              |                          | 21,620   |              |  |   | 18,303  |  
|Accrued interest on notes payable - offering                                   |              |                          |         |              |  |   | (1,518  | )
|Accrued interest - shareholder loans                                           |              |                          |         |              |  |   | 867     |  
|                                                                               |              |                          |          |              |  |   |         |  
|Net cash flows from operating activities                                       |              |                          | (175,365 | )            |  |   | (4,224  | )
|                                                                               |              |                          |          |              |  |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                           |              |                          |          |              |  |   |         |  
|Purchase of oil and gas properties                                             |              |                          | (171,774 | )            |  |   |        |  
|                                                                               |              |                          |          |              |  |   |         |  
|Net cash flows from investing activities                                       |              |                          | (171,774 | )            |  |   |        |  
|                                                                               |              |                          |          |              |  |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                           |              |                          |          |              |  |   |         |  
|Loan from shareholder                                                          |              |                          |         |              |  |   | 3,835   |  
|Proceeds from issuance of common stock and warrants                            |              |                          | 400,000  |              |  |   |        |  
|                                                                               |              |                          |          |              |  |   |         |  
|Net cash flows from financing activities                                       |              |                          | 400,000  |              |  |   | 3,835   |  
|                                                                               |              |                          |          |              |  |   |         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           |              |                          | 52,861   |              |  |   | (389    | )
|                                                                               |              |                         
|CASH AND CASH EQUIVALENTS,                                                     |              |                          |          |              |  |   |         |  
|BEGINNING OF PERIOD                                                            |              |                          | 100,894  |              |  |   | 489     |  
|                                                                               |              |                          |          |              |  |   |         |  
|END OF PERIOD                                                                  |              | $                        | 153,755  |              |  | $ | 100     |  
|                                                                               |              |                          |          |              |  |   |         |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION                              |              |                          |          |              |  |   |         |  
|Cash paid for interest                                                         |              | $                        |         |              |  | $ | 2,000   |  
|                                                                               |              |                         
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:        |              |                          |          |              |  |   |         |  
|Write-off shareholders loans and accrued interest                              |              | $                        |         |              |  | $ | 100,925 |  
|Write-off notes payable and accrued interest                                   |              | $                        |         |              |  | $ | 19,293  |  

(The accompanying notes are an integral part of the consolidated financial statements)



5



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LEGEND OIL AND GAS, LTD.

(Formerly SIN Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1  ORGANIZATION AND DESCRIPTION OF OPERATIONS

Description of Business

Legend Oil and Gas, Ltd. (formerly SIN Holdings, Inc.) (the Company) and its wholly owned subsidiary, Senior-Inet, Inc., were incorporated under the laws of the State of Colorado on
November 27, 2000. From its inception until June 2010, the Company pursued its original business plan of developing a web portal listing senior resources across the United States through its wholly-owned subsidiary Senior-Inet, Inc. On
July 29, 2010, Senior-Inet, Inc. was dissolved and the Company changed its business to the acquisition, exploration, development and production of oil and gas reserves. To align its name with its new business, on November 29, 2010, the
Company changed its name from SIN Holdings, Inc. to Legend Oil and Gas, Ltd.

As a first step in implementing its new business plan, on
October 29, 2010, the Company acquired a one hundred percent working interest in each of eight producing oil and gas leases located in the Piqua region of the state of Kansas held by Piqua Petro Inc., a Kansas corporation (Piqua).
The Company acquired additional oil and gas properties located in North Dakota in the first quarter of 2011.

NOTE 2  BASIS OF PRESENTATION

The unaudited consolidated financial statements include the accounts of the Company and Senior-Inet, Inc., until the subsidiarys
dissolution on July 29, 2010. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of
the Securities and Exchange Commission (the SEC). Intercompany transactions and balances have been eliminated in the consolidation. These unaudited consolidated financial statements should be read in conjunction with the audited
financial statements and footnotes for the year ended December 31, 2010, included in the Companys current report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2011. All normal recurring adjustments
necessary for the fair presentation of the results for the interim periods are reflected herein. The results for the six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the full year ending
December 31, 2011.

The Company was in the development stage from June 1, 2010 through September 30, 2010 as it transitioned
its business from developing a web portal to exploring for and producing oil and gas reserves. At December 31, 2010, primarily due to its acquisition of the Piqua leasehold interests, the Company was considered an operating company and was
no longer in the development stage. Certain previously reported amounts have been reclassified to conform to the current year presentation.

In October 2010, the Company conducted a twenty-for-one forward stock split, which resulted in 60,560,000 shares of common stock outstanding at that
time. The consolidated financial statements are shown on a post-stock split basis.

In preparing these consolidated financial statements,
management has evaluated information about subsequent events that became available to the Company through the date the consolidated financial statements were issued. This information relates to events, transactions or changes in circumstances
that would require the Company to adjust the amounts reported in the financial statements or to disclose information about those events, transactions or changes in circumstances. See Note 8  Subsequent Events for further
discussion.

Discontinued Operations

On June 1, 2010, the Company abandoned the www.senior-inet.com web portal business and on July 29, 2010, dissolved Senior-Inet, Inc. and wrote down the carrying value of the web portal business
to its salvage value of zero.



6



---

LEGEND OIL AND GAS, LTD.

(Formerly SIN Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



The assets, liabilities, results of operations and cash flows related to the web portal business were
not material and are classified as discontinued operations for the three and six months ended June 30, 2011 and June 30, 2010, respectively.

NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Managements judgments and estimates in these areas are to be based on information available from both internal and external sources,
including engineers, geologists, consultants and historical experience in similar matters. The more significant reporting areas impacted by managements judgments and estimates are accruals related to oil and gas sales and
expenses, estimates of future oil and gas reserves, estimates used in the impairment of oil and gas properties, and the estimated future timing and cost of asset retirement obligations.

Actual results could differ from the estimates as additional information becomes known. The carrying values of oil and gas properties are particularly susceptible to change in the near term. Changes
in the future estimated oil and gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the future results of operations.

Full Cost Method of Accounting for Oil and Gas Properties

The Company has elected to utilize the full cost method of accounting for its oil and gas activities. In accordance with the full cost method of accounting, all costs associated with acquisition,
exploration, and development of oil and gas reserves, including directly related overhead costs and related asset retirement costs, are capitalized.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves.
Excluded from this amortization are costs associated with unevaluated properties, including capitalized interest on such costs. Unevaluated property costs are transferred to evaluated property costs at such time as wells are completed on the
properties or management determines that these costs have been impaired.

Oil and gas properties without estimated proved reserves are not
amortized until proved reserves associated with the properties can be determined or until impairment occurs. The cost of these properties is assessed quarterly, on a field-by-field basis, to determine whether the properties are recorded at the lower
of cost or fair market value.

Sales of oil and gas properties are accounted for as adjustments of capitalized costs with no gain or loss
recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in income. The Company has not sold any oil and gas properties.

Full Cost Ceiling Test

At the end of each quarterly reporting period, the cost of oil and gas properties are subject to a ceiling test which basically limits
capitalized costs to the sum of the estimated future net revenues from proved reserves, discounted at 10% per annum to present value, based on current economic and operating conditions, adjusted for related income tax effects. As of
June 30, 2011, no impairment charges have been recognized.



7



---

LEGEND OIL AND GAS, LTD.

(Formerly SIN Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



Asset Retirement Obligation

The Company records the fair value of a liability for an asset retirement obligation in the period in which the asset is acquired and a corresponding increase in the carrying amount of the related
long-lived asset if a reasonable estimate of fair value can be made. The associated asset retirement cost capitalized as part of the related asset is allocated to expense over the assets useful life. If the liability is settled for an
amount other than the recorded amount, a gain or loss is recognized.

The Company does not have material asset retirement obligations as of
June 30, 2011.

Financial Instruments

The estimated fair values of the Companys financial instruments, consisting of cash and cash equivalents, accounts receivable, other assets, and accounts payable, closely approximate the carrying
amounts due to the short maturity of these instruments.

Oil and Gas Revenue Recognition

The Company uses the sales method of accounting for oil and gas revenues. Under this method, revenues are recognized based on the actual volumes of gas
and oil sold to purchasers at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectability of the revenue is probable. Delivery occurs and title is transferred when production has been delivered to a
purchasers pipeline or truck. The volume sold may differ from the volumes the Company is entitled to, based on its individual interest in the property. The Company utilizes a third party marketer to sell oil and gas production in the open
market. As a result of the requirements necessary to gather information from purchasers or various measurement locations, calculate volumes produced, perform field and wellhead allocations and distribute and disburse funds to various working
interest partners and royalty owners, the collection of revenues from oil and gas production may take up to 45 days following the month of production. Therefore, the Company may make accruals for revenues and accounts receivable based on estimates
of its share of production. Since the settlement process may take 30 to 60 days following the month of actual production, its financial results may include estimates of production and revenues for the related time period. The Company will record any
differences between the actual amounts ultimately received and the original estimates in the period they become finalized. As of June 30, 2011, all revenue information had been received from the marketer, so there was no estimated revenue
and accounts receivable.

Earnings (Loss) Per Share

The computation of basic net income (loss) per common share is based on the weighted average number of shares that were outstanding during the period. The computation of diluted net income (loss) per
common share is based on the weighted average number of shares used in the basic net income (loss) per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares
outstanding using the treasury stock method for shares subject to warrants. See Note 7 - Earnings (Loss) Per Share for further discussion.

Concentration of Risk

The Company has no significant off balance sheet
concentrations of credit risk, such as foreign exchange contracts or other foreign hedging arrangements. Cash and cash equivalents may, at times, exceed FDIC insured limits.



8



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LEGEND OIL AND GAS, LTD.

(Formerly SIN Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



Recent and Adopted Accounting Guidance

From time to time, new accounting guidance is issued by the FASB that the Company adopts as of the specified effective date. If not discussed,
management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on its financial statements upon adoption.

NOTE 4  OIL AND GAS PROPERTIES

In October 2010, the Company completed the acquisition of the entire working interest representing eighty-seven and one half percent
(87.5%) of the revenue interest in eight oil and gas leases owned by Piqua Petro, Inc. for a total of $625,000.

On February 25,
2011, after evaluating and studying various opportunities, the Company completed the acquisition of seven leaseholds on land in Divide County, North Dakota totaling 3,840 gross acres (net 167.11 acres) with all mineral rights including the Bakken
and Three Forks formations. The term of the leases is five years. The acquisition price was $58,489.

On March 23, 2011, the Company
completed a second acquisition of eight leaseholds within this same area in Divide County, North Dakota, adding an additional 201.88 net acres. The term of each of the leases is five years. The acquisition price was $70,658.

On March 30, 2011, the Company completed a third acquisition of one leasehold interest within the same area in Divide County, North Dakota, adding
an additional 27.54 net acres. The term of the lease is five years. The acquisition price was $9,638. The total acquired leasehold interests in Divide County, North Dakota consist of 3,840 gross acres (net 396.53 acres)
with all mineral rights including the Bakken and Three Forks formations.

The following table discloses aggregate capitalized costs related to
the Companys oil and gas properties:



|                                         |  |              |         |   |                  |   |         | 
|---------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | 
|                                         |  | June 30,2011 |         |   | December 31,2010 |  
|Proven properties                        |  |              |         |   |                  |   |         | 
|Acquisition costs                        |  | $            | 500,000 |   |                  | $ | 500,000 | 
|Development costs                        |  |              | 161,589 |   |                  |   | 128,600 | 
|Depreciation, depletion and amortization |  |              | (19,794 | ) |                  |   |        | 
|                                         |  |              |         |   |                  |   |         | 
|Proven properties - net                  |  |              | 641,795 |   |                  |   | 628,600 | 
|                                         |  |             
|Unproven properties                      |  |              | 138,785 |   |                  |   |        | 
|                                         |  |              |         |   |                  |   |         | 
|                                         |  | $            | 780,580 |   |                  | $ | 628,600 | 
|                                         |  |              |         |   |                  |   |         | 

Properties which are not being amortized are assessed quarterly, on a field-by-field basis, to determine whether they are
recorded at the lower of cost or fair market value. As a result of this analysis, the Company determined that the carrying cost of the properties was not lower than the estimated fair market value. Accordingly, no impairment cost was recognized
as of June 30, 2011.



9



---

LEGEND OIL AND GAS, LTD.

(Formerly SIN Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



NOTE 5  STOCKHOLDERS EQUITY

On October 4, 2010, the Board of Directors of the Company adopted and approved a twenty-for-one forward stock split for each share
outstanding on October 5, 2010. The twenty-for-one forward stock split resulted in 60,560,000 shares of common stock outstanding as of that time. The consolidated financial statements are shown on a post stock split basis. The Companys
post-split authorized shares of common stock remained at 400,000,000 shares with a par value of $0.001 per share. Additionally the Companys post-split authorized shares of preferred stock remained at 100,000,000 shares, par value $0.001
per share.

On February 2, 2011, the Company completed an offering and sale of 300,000 units at $0.50 per unit, for a total of $150,000
in proceeds, to one foreign investor residing outside of the United States. This offering was exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended (rules governing offers and sales of securities made outside
of the United States without registration). Each unit consisted of one share of restricted common stock and one warrant to purchase an additional share of common stock of the Company at $0.50 per share with a term of three years. At the time of
the sale of the units, the relative fair value of the common stock and the warrants was estimated to be $140,200 and $9,800, respectively, as determined based on the relative fair value allocation of the proceeds.

In April, 2011, in order to attracted additional investment capital, Mr. Vandeberg, Mr. Diamond-Goldberg and Mr. Wayne Gruden, a
significant shareholder of the Company, surrendered a total of 15,890,000 shares of common stock owned by them to the Company, which shares were then immediately cancelled by the Company.

On April 28, 2011, the Company completed an offering and sale of 250,000 units at $1.00 per unit, for a total of $250,000 in proceeds, to one foreign investor residing outside of the United States.
This offering was exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended (rules governing offers and sales of securities made outside of the United States without registration). Each unit consisted of one
share of restricted common stock and one warrant to purchase an additional share of common stock of the Company at $1.00 per share with a term of three years. At the time of the sale of the units, the relative fair value of the common stock and the
warrants was estimated to be $140,700 and $109,300, respectively, as determined based on the relative fair value allocation of the proceeds.

The following table summarizes warrants the Company has outstanding as of June 30, 2011 and December 31, 2010:



|              |  |                                                               |           |  |                  |  |           |               |  |   |            |  |  |              
|------------- |  | ------------------------------------------------------------- | --------- |  | ---------------- |  | --------- | ------------- |  | - | ---------- |  |  | -------------
|              |  | Shares of Common StockIssuable from WarrantsOutstanding as of |           |  |                  |  |           |              
|Date of Issue |  | June 30,2011                                                  |           |  | December 31,2010 |  |           | ExercisePrice |  |   | Expiration
|October 2010  |  |                                                               | 1,300,000 |  |                  |  | 1,300,000 |               |  | $ | 0.50       |  |  | October 2013 
|February 2011 |  |                                                               | 300,000   |  |                  |  |          |               |  | $ | 0.50       |  |  | February 2014
|April 2011    |  |                                                               | 250,000   |  |                  |  |          |               |  | $ | 1.00       |  |  | April 2014   
|              |  |                                                               |           |  |                  |  |           |               |  |   |            |  |  |              
|              |  |                                                               | 1,850,000 |  |                  |  | 1,300,000 |               |  |   |            |  |  |              
|              |  |                                                               |           |  |                  |  |           |               |  |   |            |  |  |              

As of June 30, 2011, none of the outstanding warrants had been exercised.



10



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LEGEND OIL AND GAS, LTD.

(Formerly SIN Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



Stock Incentive Plan

On May 3, 2011, the Board of Directors of the Company adopted the Legend Oil and Gas, Ltd. 2011 Stock Incentive Plan (Plan). The Plan provides for the grant of options to purchase shares
of the Companys common stock, and stock awards consisting of shares of the Companys common stock, to eligible participants, including directors, executive officers, employees and consultants of the Company. The terms and conditions of
the Plan apply equally to all Plan participants. Four million five hundred thousand (4,500,000) shares of common stock of the Company have been reserved for issuance under the Plan. There have been no awards granted under the Plan through the
date these financial statements were issued.

NOTE 6  RELATED PARTY TRANSACTIONS

Rent

The
Companys former sole executive officer, director and shareholder, Mr. Sinohui, had been providing office space at no charge to the Company. For purposes of the financial statements, the Company had been accruing $75 per month as
additional paid-in capital for this use. For the three months ended June 30, 2011 and 2010, the Company recorded $1,150 and $nil, respectively, and for the six months ended June 30, 2011 and 2010, the Company recorded $2,875 and $nil,
respectively, in rent expense related to this arrangement.

Upon the change of control of management, the law offices in which
Mr. Vandeberg, a director and executive officer of the Company, has an office made arrangements to rent the Company office space at the rate of $500 per month during 2010. The monthly rent increased to $575 per month on January 1,
2011. During June 2011, Mr. Vandeberg moved office locations at which time he re-negotiated the rent rate for use of his office space by the Company to $575 per month for June and July 2011 and $1,000 per month thereafter. For the
three months ended June 30, 2011 and 2010, the Company recorded $575 and $nil, respectively, and for the six months ended June 30, 2011 and 2010, the Company recorded $575 and $nil, respectively, in rent expense related to this
arrangement. The Company plans to use space provided by Mr. Vandeberg until it is no longer suitable for its operations or circumstances demand otherwise.

Legal Expenses

During the three months ended June 30, 2011 and June 30,
2010, the Company incurred $25,299 and $3,145, respectively, and during the six months ended June 30, 2011 and June 30, 2010, the Company incurred $39,274 and $3,145, respectively, for legal services rendered by a law firm of which
Mr. Vandeberg is a member.

NOTE 7  EARNINGS (LOSS) PER SHARE

Basic earnings per share is calculated using the weighted-average outstanding common shares. Diluted earnings per share is calculated
using the weighted-average outstanding common shares plus the number of common shares that would be issued assuming the exercise of all potentially dilutive commons shares outstanding under the treasury stock method. The treasury stock method
assumes proceeds received are used to reduce the dilutive effect of common stock equivalents.

As of June 30, 2011, and December 31,
2010, dilutive common stock equivalents include 1,850,000 and 1,300,000 warrants, respectively, which are not included in the computation of diluted loss per share because to do so would be anti-dilutive. All share and per share information are
adjusted retroactively to reflect stock splits and changes in par value, when applicable.



11



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LEGEND OIL AND GAS, LTD.

(Formerly SIN Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



The computation for basic loss per share and diluted loss per share for the three and six month periods
ended June 30, 2011 and June 30, 2010 is as follows:



|                                                      |  |                            |            |   |                          |   |             |      |  |   |            |   |  |   |             |  
|----------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------ | - | ----------- | ---- |  | - | ---------- | - |  | - | ----------- | -
|                                                      |  | Three months endedJune 30, |            |   | Six months endedJune 30, |  
|                                                      |  | 2011                       |            |   | 2010                     |   |             | 2011 |  |   | 2010       |  
|Loss from continuing operations                       |  | $                          | (122,568   | ) |                          | $ | (20,200     | )    |  | $ | (232,311   | ) |  | $ | (22,101     | )
|Loss from discontinued operations                     |  |                            |           |   |                          |   | (5,212      | )    |  |   |           |   |  |   | (5,527      | )
|                                                      |  |                            |            |   |                          |   |             |      |  |   |            |   |  |   |             |  
|Net loss                                              |  | $                          | (122,568   | ) |                          | $ | (25,412     | )    |  | $ | (232,311   | ) |  | $ | (27,628     | )
|                                                      |  |                            |            |   |                          |   |             |      |  |   |            |   |  |   |             |  
|Weighted average number of shares - basic and diluted |  |                            | 50,435,385 |   |                          |   | 105,395,165 |      |  |   | 56,457,569 |   |  |   | 125,366,630 |  
|                                                      |  |                            |            |  
|Loss per share                                        |  |                            |            |   |                          |   |             |      |  |   |            |   |  |   |             |  
|Continuing operations                                 |  | $                          | (0.00      | ) |                          | $ | (0.00       | )    |  | $ | (0.00      | ) |  | $ | (0.00       | )
|Discontinued operations                               |  |                            | (0.00      | ) |                          |   | (0.00       | )    |  |   | (0.00      | ) |  |   | (0.00       | )
|                                                      |  |                            |            |   |                          |   |             |      |  |   |            |   |  |   |             |  
|Net loss per share                                    |  | $                          | (0.00      | ) |                          | $ | (0.00       | )    |  | $ | (0.00      | ) |  | $ | (0.00       | )
|                                                      |  |                            |            |   |                          |   |             |      |  |   |            |   |  |   |             |  

NOTE 8  SUBSEQUENT EVENTS

On July 12, 2011, the Company entered into a non-binding letter of intent with International Sovereign Energy Corp.
(ISR) of Calgary, Alberta, Canada, to acquire all of ISRs interests in land and production in Canada for a purchase price valued at $17.0 million in a cash and shares transaction. The Company and ISR are moving towards entering
into a definitive agreement.

On August 10, 2011, the Company completed an offering and sale of 2,300,000 units at $2.00 per unit, for a
total of $4,600,000 in proceeds, to five foreign investors residing outside of the United States. This offering was exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended (rules governing offers and sales of
securities made outside of the United States without registration). Each unit consists of one share of restricted convertible preferred stock of the Company and one warrant to purchase an additional share of restricted common stock of the Company at
$2.00 per share with a term of three years. The Company has filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Colorado to include the rights and preferences of the convertible preferred
stock issued to the investors. The Company plans to use proceeds raised through this sale of securities for the acquisition of certain oil and gas assets of International Sovereign Energy Corp.



12



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

OVERVIEW

Legend Oil and
Gas, Ltd. was incorporated under the laws of the State of Colorado on November 27, 2000. The Company is an oil and gas exploration, development and production company. From its inception until June 2010, through its wholly-owned subsidiary
Senior-Inet, Inc., the Company pursued its original business plan of developing a web portal containing lists of senior resources across the United States.

On May 18, 2010, a change of control transaction took place that transferred a controlling interest in the Company to Mr. James Vandeberg. This transfer of ownership was accomplished by a
private transaction, in the form of a stock purchase agreement, between Desert Bloom Investments, Inc. and Mr. James Vandeberg, whereby all 100,000 shares of preferred stock outstanding were returned to the Company and cancelled and the
6,000,000 shares of common stock of the Company owned by Desert Bloom Investments, Inc. were sold to Mr. Vandeberg.

In order to attract
investment capital to fund the Companys new business plan, on October 1, 2010, Mr. Vandeberg transferred, in lieu of the Company issuing additional shares, 605,600 shares of common stock of the Company held by him to Marlin
Consulting Corp., in accordance with the Consulting Services Agreement entered into between Marlin Consulting Corp., an entity wholly-owned by Mr. Marshall Diamond-Goldberg, and the Company, which represented an approximately 20% ownership
interest in the Company. In furtherance of the possibility of raising capital, on October 6, 2010, Mr. Vandeberg surrendered 4,250,000 shares of common stock and all 100,000 shares of preferred stock of the Company owned by him, which
shares were immediately cancelled by the Company. Mr. Vandeberg also gifted a total of 548,800 shares of common stock of the Company to three other persons. This resulted in Mr. Vandeberg owning 595,600 shares of common stock, an
approximately 20% interest in the Company.

Also to accommodate additional investment capital to fund the Companys new business plan,
and in furtherance of its change in business plan, on October 4, 2010, the Board of Directors of the Company adopted and approved a twenty-for-one forward stock split for each share outstanding on October 5, 2010, and an amendment to the
Companys Articles of Incorporation to change the name of the Company to Legend Oil and Gas, Ltd. These actions were referred to the Companys shareholders for approval. Whereupon the Company received a written consent dated
October 4, 2010 executed by shareholders owning a majority of the Companys shares of common stock issued and outstanding on the record date, to adopt and approve the foregoing actions taken by the Board of Directors.

As a result, on November 29, 2010, the Companys name was changed to Legend Oil and Gas, Ltd. and the Company completed the twenty-for-one
forward stock split, which resulted in 60,560,000 shares of common stock issued and outstanding. The Companys post-split authorized shares of common stock remained at 400,000,000 shares with a par value of $0.001 per share. All per share
information presented in this Annual Report, including such information contained in the audited consolidated financial statements, is reflective of the forward stock split (except for the foregoing paragraphs). Additionally the Companys
post-split authorized shares of preferred stock remained at 100,000,000 shares, par value $0.001 per share. Shortly thereafter, the Senior-Inet, Inc. subsidiary was dissolved.

In April, 2011, in order to attract additional investment capital, Mr. Vandeberg, Mr. Diamond-Goldberg and Mr. Gruden, a significant shareholder of the Company, surrendered a total of
15,890,000 shares of common stock owned by them to the Company, which shares were then immediately cancelled by the Company.

Oil and
Gas Interests

On October 29, 2010, we completed our first acquisition of an oil and gas property with the purchase of a one
hundred percent working interest, with an eighty-seven and one half percent revenue share, of certain oil and gas leases held by Piqua Petro Inc., a Kansas corporation, located in Piqua, Kansas. The acquired leases contain 1,040 net acres with 33
active oil and water injection wells in Woodson County, Kansas. Reactivations, tie-ins and discovery of additional wells on the leasehold properties acquired by the Company has measurably increased the number of working interest wells owned by the
Company. The property is located in the Humboldt-Chanute field producing in the Bartlesville-Squirrel formation at a depth of 740 to 850 feet. The purchase price was $625,000.



13



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The Piqua properties were producing at the time of our acquisition and we began to recognize revenue during
the fourth quarter of 2010, which totaled approximately $16,000. It is expected that revenues will increase during 2011, which we have experienced during the first half of 2011 with revenue of approximately $96,000, due to an increase in production
from more field activity. Beginning late in June, 2011, the Company drilled three wells consecutively on the Orth-Gillespie lease in order to increase the number of development wells drilled into the Squirrel sand reservoir. In addition, we wanted
to see if the pool could be more fully delineated and increase our understanding of the thickest part of the Squirrel reservoir. The results of the wells suggested similar thickness in reservoir on the eastern side of the lease with measurable oil
shows in both wells. The third location, which was drilled on the west side of the lease, presented a thicker overall squirrel zone with additional oil. As this well is further south than the previously drilled wells, production information from the
well will determine the development potential to the south, where only a few wells have been drilled to date. All three wells were hydraulically fractured at the beginning of August, 2011, and are expected to be on production by mid-August.

The Company is looking to drill a further development program of three wells or more in September, 2011, on one of its other producing leases
in the Piqua area.

Our revenues are affected, either positively or negatively, by the price of oil and gas on the commodities markets. The
prices we receive for our production and the levels of our production and reserves depend on numerous factors beyond our control, including the level of global production, current political conditions and government regulations. Especially in recent
years, the domestic prices at which oil and natural gas trade in the open market have experienced significant volatility, and we believe will likely continue to fluctuate in the foreseeable future. These fluctuations could have a material adverse
effect on our financial statements.

On February 25, 2011, after evaluating and studying various opportunities, the Company completed the
acquisition of seven leaseholds on land in Divide County, North Dakota totaling 3,840 gross acres (net 167.11 acres) with all mineral rights including the Bakken and Three Forks formations. The term of each of the seven leases is five years.
The acquisition price was $58,489. On March 23, 2011, the Company completed a second acquisition of eight leaseholds within this same area in Divide County, North Dakota, adding an additional 201.88 net acres. The term of each of the eight
leases is five years. The acquisition price was $70,658. On March 30, 2011, the Company completed a third acquisition of one leasehold interest within the same area in Divide County, North Dakota, adding an additional 27.54 net acres. The
term of the lease is five years. The acquisition price was $9,638. Total acquired leases in Divide County North Dakota consist of a total of 3,840 gross acres (net 396.53 acres) with all mineral rights including the Bakken and Three Forks
formations.

We are pleased with these acquisitions because the leases are contiguous in nature and are in close proximity to the development
of the Three Forks play, being actively drilled by SM Energy and Baytex Energy in the Ambrose field to the east of the property covered by the acquired leases. These acquisitions will give the Company an approximately ten percent (10%) working
interest in seven sections of land. The Bakken Shale Formation stretches across portions of North Dakota and Montana. According to the U.S. Geological survey, the Bakken Shale formation could contain up to 3.65 billion barrels of recoverable oil. At
this time, no drilling or production has commenced at the Bakken or Three Forks properties. If wells are drilled in 2011, well costs are projected to total approximately $6 million per well, with the Companys share being approximately $600,000
per well. With the leases having five-year terms, the Company is not obligated to drill during 2011 if it does not have sufficient funds to do so.

Notwithstanding our current focus, we may pursue the acquisition of additional property and assets within the Bakken Shale Formation or other geographic areas that meet our general investment guidelines
and targets.

Acquisition and Development Costs

Disclosure of the capital costs associated with the above leasehold interests and development activities are contained in Note 4 to the Notes to Consolidated Financial Statements and below under the
subheading Full Cost Method of Accounting for Oil and Gas Properties, which disclosure is incorporated herein by reference.



14



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Proved Reserves

During the period ended June 30, 2011, we obtained a reserve study for our Piqua, Kansas, properties which has been producing oil since our acquisition of the property in October 2010. Accordingly,
we began amortizing capitalized costs associated with this property. We have classified our leases as proved developed properties based on Securities and Exchange Commission Regulation S-X rule 4-10 confirmed through production response.

Definitions of Industry Terms

The following is a description of the meanings of some of the natural gas and oil industry terms used in this Report:

bbl means a barrel.

BOE means barrels of
oil equivalent. (Gas is converted to oil at a rate of 6:1 conventionally so as to relate volumes of the two commodities. Oil may be converted to gas at the inverse rate. Due to the wide divergence of oil and gas pricing in recent times,
the conversion ratio may be higher).

gross acres or gross wells refer to the total
acres or wells, as the case may be, in which a working interest is owned.

net acres The total of whole
acres owned on a particular lease.

proved reserves or reserves are those quantities of
oil and gas reserves, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically produciblefrom a given date forward, from known reservoirs, and under existing economic conditions,
operating methods, and government regulationsprior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods
are used for the estimation.

working interest refers to the gross operating interest including royalties,
in a particular lease or well.

CRITICAL ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Managements judgments and estimates in these areas
are to be based on information available from both internal and external sources, including engineers, geologists, consultants and historical experience in similar matters. The more significant reporting areas impacted by managements
judgments and estimates are: accruals related to oil and gas sales and expenses; estimates of future oil and gas reserves; estimates used in the impairment of oil and gas properties; and the estimated future timing and cost of asset retirement
obligations.

Actual results could differ from the estimates as additional information becomes known. The carrying values of oil and gas
properties are particularly susceptible to change in the near term. Changes in the future estimated oil and gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a
significant impact on the future results of operations.

Full Cost Method of Accounting for Oil and Gas Properties

The Company has elected to utilize the full cost method of accounting for its oil and gas activities. In accordance with the full cost method of
accounting, all costs associated with acquisition, exploration, and development of oil and gas reserves, including directly related overhead costs and related asset retirement costs, are capitalized.



15



---

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved
reserves, are amortized on the unit-of-production method using estimates of proved reserves. Excluded from this amortization are costs associated with unevaluated properties, including capitalized interest on such costs. Unevaluated property costs
are transferred to evaluated property costs at such time as wells are completed on the properties or management determines that these costs have been impaired.

Oil and gas properties without estimated proved reserves are not amortized until proved reserves associated with the properties can be determined or until impairment occurs. The cost of these properties
is assessed quarterly, on a field-by-field basis, to determine whether the properties are recorded at the lower of cost or fair market value.

Sales of oil and gas properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would
significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in income. The Company has not sold any oil and gas properties.

Full Cost Ceiling Test

At the
end of each quarterly reporting period, the cost of oil and gas properties are subject to a ceiling test which basically limits capitalized costs to the sum of the estimated future net revenues from proved reserves, discounted at
10% per annum to present value, based on current economic and operating conditions, adjusted for related income tax effects. As of June 30, 2011, no impairment charges have been recognized.

Oil and Gas Revenue Recognition

The Company uses the sales method of accounting for oil and gas revenues. Under this method, revenues are recognized based on the actual volumes of gas
and oil sold to purchasers at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectability of the revenue is probable. Delivery occurs and title is transferred when production has been delivered to a
purchasers pipeline or truck. The volume sold may differ from the volumes the Company is entitled to, based on its individual interest in the property. The Company utilizes a third party marketer to sell oil and gas production in the open
market. As a result of the requirements necessary to gather information from purchasers or various measurement locations, calculate volumes produced, perform field and wellhead allocations and distribute and disburse funds to various working
interest partners and royalty owners, the collection of revenues from oil and gas production may take up to 45 days following the month of production. Therefore, the Company may make accruals for revenues and accounts receivable based on estimates
of its share of production. Since the settlement process may take 30 to 60 days following the month of actual production, its financial results may include estimates of production and revenues for the related time period. The Company will record any
differences between the actual amounts ultimately received and the original estimates in the period they become finalized. As of June 30, 2011, all revenue information had been received from the marketer so there was no estimated revenue
and accounts receivable.

OPERATING RESULTS

For ease of presentation in the following discussions of Operating Results and Liquidity and Capital Resources, we round amounts less than one million dollars to the nearest
thousand dollars and amounts greater than one million dollars to the nearest hundred thousand dollars.

Comparison of Results for the
Three and Six Month Periods Ended June 30, 2011 to the Three and Six Month Periods Ended June 30, 2010

On June 1, 2010,
when we determined to change our principal business, the Company was classified as a development stage company, which is defined by the Financial Accounting Standards Board (FASB) as an entity that has not commenced planned principal
operations and has no significant revenue. During the fourth quarter of 2010, we recognized revenue from our working interests in oil and gas properties that were acquired in October, 2010. Accordingly, we are no longer considered a development
stage company.



16



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We had a net loss of $123,000 for the three months ended June 30, 2011, compared to a net loss of
$25,000 for the three months ended June 30, 2010, which increase in net loss was due to an increase in costs and operating expenses as discussed below.

We had a net loss of $232,000 for the six months ended June 30, 2011, compared to a net loss of $28,000 for the six months ended June 30, 2010, which increase in net loss was due to an increase
in costs and operating expenses as discussed below.

A comparison of our current oil and gas operating results to the same period a year ago
is not meaningful due to a material change in the business of the Company that took place in October 2010. Accordingly, the discussion below reviews the results of operations from oil and gas activities for the three months ended June 30, 2011,
as compared to the three months ended March 31, 2011. All other operating results are compared to the same period a year ago.

The
following table sets forth certain of our oil and gas operating information for the six months ended June 30, 2011, and the three month periods ended June 30, 2011 and March 31, 2011, respectively.



|                                         |  |                            |         |  |                    |   |        |          |  |   |          |  |  |   |        |   |  |  |       |  
|---------------------------------------- |  | -------------------------- | ------- |  | ------------------ | - | ------ | -------- |  | - | -------- |  |  | - | ------ | - |  |  | ----- | -
|                                         |  | Six Months 
Ended30-Jun-11 |         |  | Three months ended |  
|                                         |  | 30-Jun-11                  |         |  | 31-Mar-11          |   |        | $ Change |  |   | % Change | 
|Production data:                         |  |                            |         |  |                    |   |        |          |  |   |          |  |  |   |        |   |  |  |       |  
|Oil production (Bbls)                    |  |                            | 1,045.0 |  |                    |   | 512.1  |          |  |   | 532.9    |  |  |   | (20.8  | ) |  |  | -3.9  | %
|Average daily production (BOE)           |  |                            | 5.8     |  |                    |   | 5.7    |          |  |   | 5.9      |  |  |   | (0.2   | ) |  |  | -3.6  | %
|Revenue data:                            |  |                            |         |  |                    |   |        |          |  |   |          |  |  |   |        |   |  |  |       |  
|Oil revenue                              |  | $                          | 96,000  |  |                    | $ | 50,000 |          |  | $ | 46,000   |  |  | $ | 4,000  |   |  |  | 8.7   | %
|Average sale price (per Bbl)             |  | $                          | 91.49   |  |                    | $ | 97.22  |          |  | $ | 85.98    |  |  | $ | 11.24  |   |  |  | 13.1  | %
|Operating expenses                       |  |                            |         |  |                    |   |        |          |  |   |          |  |  |   |        |   |  |  |       |  
|Lease operating expenses                 |  | $                          | 83,000  |  |                    | $ | 49,000 |          |  | $ | 34,000   |  |  | $ | 15,000 |   |  |  | 44.1  | %
|Average operating expenses (per Bbl)     |  | $                          | 79.43   |  |                    | $ | 95.68  |          |  | $ | 63.80    |  |  | $ | 31.88  |   |  |  | 50.0  | %
|Operating Margin per BOE                 |  | $                          | 12.06   |  |                    | $ | 1.54   |          |  | $ | 22.18    |  |  | $ | (20.64 | ) |  |  | -93.1 | %
|Depreciation, depletion and amortization |  | $                          | 20,000  |  |                    | $ | 20,000 |          |  | $ |         |  |  | $ | 20,000 |   |  |  | 100.0 | %

Production and Revenue

For the three months ended June 30, 2011 and March 31, 2011, we generated revenue of $50,000 and $46,000, respectively. Oil production (Bbls) was effectively flat during the three months ended
June 30, 2011, as compared to the three months ended March 31, 2011 (see table above). Production remained flat due to the higher than expected level of maintenance that we had to undergo during the six months ended June 30, 2011, which
hampered our drilling activities. We expect these charges to drop in the next several months if the well washing and lease maintenance starts to diminish and the production numbers start to go back up, especially with the new wells on line recently
drilled.

The average price per barrel during the three months ended March 31, 2011 and June 30, 2011 was $85.98 and $97.22,
respectively, a 13.1% increase. The prices we receive for our oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth.

Lease Operating Expenses

For the three month periods ended June 30, 2011 and
March 31, 2011, operating expenses increased to $49,000 from $34,000, respectively. Lease operating expenses consist of day-to-day operational expenses for production of oil and maintenance and repair expenses for the wells and property, which
were higher than expected during the six months ended June 30, 2011.

General and Administrative Expenses

General and administrative expenses include: professional fees; management fees; travel expenses; office and administrative expenses; and marketing and
SEC filing expenses. General and administrative expenses increased to $104,000 in the three months ended June 30, 2011, as compared to $20,000 for the same period in 2010, an $84,000



17



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increase. General and administrative expenses increased to $226,000 in the six months ended June 30, 2011, as compared to $21,000 for the same period in 2010, a $205,000 increase. The
period-to-period increase is largely a result of changing our business from a web portal business to an oil and gas producing business. More particularly, the increase is due to: (i) an increase in compensation paid to the executive officers of
the Company; (ii) an increase in fees paid to professionals in connection with restructuring the business and related matters; (iii) paying contract personnel to assist with the Companys operations; and (iv) an increase in SEC
reporting expenses. General and administrative expenses for the six months ended June 30, 2011 and 2010, respectively, consisted of the following:



|                                   |  |                          |         |  |           |   |        |          |  |   |          |  |  |  |        |  
|---------------------------------- |  | ------------------------ | ------- |  | --------- | - | ------ | -------- |  | - | -------- |  |  |  | ------ | -
|                                   |  | For the six months ended |        
|                                   |  | 30-Jun-11                |         |  | 30-Jun-10 |   |        | $ Change |  |   | % Change | 
|General and adminitrative expenses |  |                          |         |  |           |   |        |          |  |   |          |  |  |  |        |  
|Professional fees                  |  | $                        | 95,000  |  |           | $ | 11,000 |          |  | $ | 84,000   |  |  |  | 763.6  | %
|Managemet fees                     |  |                          | 81,000  |  |           |   | 8,000  |          |  |   | 73,000   |  |  |  | 912.5  | %
|Travel fees                        |  |                          | 5,000   |  |           |   |       |          |  |   | 5,000    |  |  |  | 100.0  | %
|Office and administration fees     |  |                          | 15,000  |  |           |   | 1,000  |          |  |   | 14,000   |  |  |  | 1400.0 | %
|Marketing and filing fees          |  |                          | 30,000  |  |           |   | 1,000  |          |  |   | 29,000   |  |  |  | 2900.0 | %
|                                   |  |                          |         |  |           |   |        |          |  |   |          |  |  |  |        |  
|Total                              |  | $                        | 226,000 |  |           | $ | 21,000 |          |  | $ | 205,000  |  |  |  | 976.2  | %
|                                   |  |                          |         |  |           |   |        |          |  |   |          |  |  |  |        |  

Other Expenses

Other expenses were $nil for the three months ended June 30, 2011 and June 30, 2010. Other expenses were $nil for the six months ended June 30, 2011, compared to $1,000 for the six months
ended June 30, 2010. The change in other expenses is due to interest expense related to shareholder loans that were forgiven and written-off in 2010.

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended June 30, 2011, and the
year ended December 31, 2010, we generated working capital through operations and the sale of our common stock which was used to acquire interests in oil and gas leases and as general working capital to fund operations.

We had cash and cash equivalents totaling $154,000 at June 30, 2011, as compared to $101,000 at December 31, 2010. Management anticipates that
current cash reserves plus cash generated from operations will sustain its operations through December 31, 2011.

In order for the
Company to implement its business as planned, it has become necessary for the Company to obtain capital from external sources through the issuance of equity securities. Disclosure of these capital-raising transactions can be found in Note 5 and
Note 8 to the Notes to Consolidated Financial Statements contained in this Report, which disclosure is incorporated herein by reference. The issuance of equity securities causes dilution to the Companys shareholders. If external financing
sources are unavailable or are inadequate to fund operations, the Company may be required to reduce operating costs, which could jeopardize the future strategic initiatives and business plans of the Company. At this time, however, the Company
is not aware of any trends or potential events that are likely to materially adversely impact its short term liquidity.

The following table
summarizes the cash flows of the Company during the six months ended June 30, 2011 and June 30, 2010, respectively.



18



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|                                         |  |                                  |          |   |      |   |        |  
|---------------------------------------- |  | -------------------------------- | -------- | - | ---- | - | ------ | -
|                                         |  | For the six months endedJune 30, |         
|                                         |  | 2011                             |          |   | 2010 |  
|Net cash flows from operating activities |  | $                                | (175,000 | ) |      | $ | (4,000 | )
|Net cash flows from investing activities |  |                                  | (172,000 | ) |      |   |       |  
|Net cash flows from financing activities |  |                                  | 400,000  |   |      |   | 4,000  |  
|                                         |  |                                  |          |   |      |   |        |  
|Total                                    |  | $                                | 53,000   |   |      | $ |       |  
|                                         |  |                                  |          |   |      |   |        |  

Operating Activities

Cash used in operating activities was $175,000 in the six months ended June 30, 2011, as compared to $4,000 in the six months ended June 30, 2010, a $171,000 increase. The increase is a result
of changing the Companys business from a web portal business to an oil and gas business in October, 2010, increased compensation paid to management, and an increase in legal fees and SEC compliance-related expenses due to the many changes
within the Company.

Investing Activities

Cash used for investing activities during the six months ended June 30, 2011 was $172,000 as compared to $nil during the six months ended June 30, 2010. We used the capital to acquire and
continue development of working interests in oil and gas properties.

Financing Activities

Total net cash provided by financing activities was $400,000 in the six months ended June 30, 2011, from private placement offerings completed in
February and April of 2011. This capital was raised from the sale of units, with each unit consisting of one share of restricted common stock of the Company and a warrant to purchase one additional share of restricted common stock of the Company.
Total net cash provided by financing activities in the six months ended June 31, 2010 was in the form of a loan in the principal amount of $4,000 from the Companys previous majority shareholder.

Planned Capital Expenditures

We
have and plan to continue to drill wells at the properties in Piqua, Kansas. In the first half of 2011, we began drilling two wells of a three well program to develop one of our producing leases in Piqua, Kansas. Well costs at these properties are
estimated at $29,875 per well.

If we drill wel1s on the properties containing the Bakken reserves, well costs are projected to total
approximately $6 million per well, with the Companys share being approximately $600,000 per well. With the leases having five-year terms, the Company is not obligated to drill during 2011 if it does not have sufficient funds to do so.

On July 12, 2011, the Company entered into a non-binding letter of intent with International Sovereign Energy Corp. (ISR) of
Calgary, Alberta, Canada, to acquire all of ISRs interests in land and production in Canada for a purchase price valued at $17.0 million in a cash and shares transaction. The acquired properties are reported to be producing a minimum of 300
barrels of oil equivalent per day (gas converted at 6:1), with approximately 30% of the production being crude oil. Proven and probable reserves associated with the assets are reported to be approximately 1.0 million barrels of oil equivalent
(BOE). The Company and ISR are moving towards entering into a definitive agreement.

The Company may drill a further development program of
three wells or more beginning in September, 2011, on one of its other producing leases in the Piqua, Kansas area.



19



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OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 3 to the Notes to Consolidated
Financial Statements contained in this Report.

RELATED PARTY TRANSACTIONS

See Note 6 to the Notes to Consolidated Financial Statements contained in this Report.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Not applicable.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation
of Disclosure Controls and Procedures

Our management evaluated, with the participation of our President and Chief Financial Officer,
the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this
Report. Based on this evaluation, our President and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under
the Securities Exchange Act of 1934, as amended, (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and (ii) is accumulated and
communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting and, as such, are designed to
provide reasonable assurance that such information is accumulated and communicated to our management. Managements assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable
assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control systems objectives will be met (see the section below in this Item 4 entitled
Limitations on the Effectiveness of Internal Controls).

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the
Securities Exchange Act of 1934, as amended) that occurred during the three months ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls
and procedures are designed to provide reasonable assurance of achieving our objectives and our President and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further,
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 the 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 internal control. The design of any system of controls
is also 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, control may become
inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.



20



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PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such.

ITEM 1A. RISK FACTORS

Not applicable because the Company
is a smaller reporting company.

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

On February 2, 2011, the Company completed an offering and sale of 300,000 units at a price of $0.50 per unit, for a total of
$150,000 in proceeds, to one foreign investor residing outside of the United States. This offering was exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended (rules governing offers and sales of securities
made outside of the United States without registration). Each unit consisted of one share of restricted common stock and one warrant to purchase an additional share of common stock of the Company at $0.50 per share with a term of three years.
As of June 30, 2011, no warrants had been exercised. At the time of the sale of the units, the relative fair value of the common stock and the warrants was estimated to be $140,200 and $9,800, respectively, as determined based on the relative
fair value allocation of the proceeds. For further information regarding this transaction, see the subscription agreement entered into between the Company and the investor attached to this Report as Exhibit 10.5 and the form of warrant issued by the
Company to the investor attached to this Report as Exhibit 4.2.

On April 28, 2011, the Company completed an offering and sale of 250,000
units at $1.00 per unit, for a total of $250,000 in proceeds, to one foreign investor residing outside of the United States. This offering was exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended (rules
governing offers and sales of securities made outside of the United States without registration). Each unit consisted of one share of restricted common stock and one warrant to purchase an additional share of common stock of the Company at
$1.00 per share with a term of three years. For further information regarding this transaction, see the subscription agreement entered into between the Company and the investor attached to this Report as Exhibit 10.6 and the form of warrant issued
by the Company to the investor attached to this Report as Exhibit 4.2.

We have and plan to continue to use proceeds raised through the sale
of the Companys securities for operating expenses, working capital, and general corporate activities, including the acquisition of oil and gas leasehold interests and properties if an opportunity arises that we believe would justify the
expenditure and capital is available to make the acquisition.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

On July 12, 2011, the Company entered into a non-binding letter of intent with International Sovereign Energy Corp. (ISR) of Calgary,
Alberta, Canada, to acquire all of ISRs interests in land and production in Canada for a purchase price valued at $17.0 million in a cash and shares transaction. The acquired properties are reported to be producing a minimum of 300 barrels of
oil equivalent per day (gas converted at 6:1), with approximately 30% of the production being crude oil. Proven and probable reserves associated with the assets are reported to be approximately 1.0 million barrels of oil equivalent (BOE). The
Company and ISR are moving towards entering into a definitive agreement.



21



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On August 10, 2011, the Company completed an offering and sale of 2,300,000 units at $2.00 per unit,
for a total of $4,600,000 in proceeds, to five foreign investors residing outside of the United States. This offering was exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended (rules governing offers and
sales of securities made outside of the United States without registration). Each unit consists of one share of restricted convertible preferred stock of the Company and one warrant to purchase an additional share of restricted common stock of the
Company at $2.00 per share with a term of three years. For further information regarding this transaction, see the subscription agreement entered into between the Company and the investors attached to this Report as Exhibit 10.8 and the form of
warrant issued to the investors attached to this Report as Exhibit 4.3. In addition, the Company has filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Colorado to include the rights and
preferences of the convertible preferred stock issued to the investors, which are attached to this Report as Exhibit 3.4. The Company plans to use proceeds raised through this sale of securities for the acquisition of certain oil and gas assets of
International Sovereign Energy Corp.

ITEM 6. EXHIBITS

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

Certain of the agreements filed as exhibits to this Form 10-Q contain representations and warranties by the parties to the agreements that have been made
solely for the benefit of the parties to the agreement. These representations and warranties:



| |  |  | may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are
not necessarily reflected in the agreements;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | may apply standards of materiality that differ from those of a reasonable investor; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these
representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.



22



---

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereto duly authorized.



|                      |  |  |  |                                                                     |  |     |  |                                        
|--------------------- |  |  |  | ------------------------------------------------------------------- |  | --- |  | ---------------------------------------
|Date: August 12, 2011 |  |  |  | LEGEND OIL AND GAS, LTD.                                           
|                      |  |  |  |                                                                    
|                      |  |  |  |                                                                     |  | By: |  | /s/ Marshall Diamond-Goldberg          
|                      |  |  |  |                                                                     |  |     |  | Marshall Diamond-Goldberg              
|                      |  |  |  |                                                                     |  |     |  | President (Principal Executive Officer)
|                      |  | 
|Date: August 12, 2011 |  |  |  | LEGEND OIL AND GAS, LTD.                                           
|                      |  |  |  |                                                                    
|                      |  |  |  |                                                                     |  | By: |  | /s/ James Vandeberg                    
|                      |  |  |  |                                                                     |  |     |  | James Vandeberg                        
|                      |  |  |  | Chief Financial Officer (Principal Accounting andFinancial Officer)



23



---

EXHIBIT INDEX



|            |  |                                                                                                                         |  |                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                             |  | Location                                                                                                                                            
|            |  |                                                                                                                        
|3.1         |  | Amended and Restated Articles of Incorporation                                                                          |  | Incorporated by reference herein from the Companys report on Form 8-K dated January 29, 2007, and filed with the SEC on January 30, 2007.          
|            |  |                                                                                                                        
|3.2         |  | First Articles of Amendment to the Amended and Restated Articles of Incorporation                                       |  | Incorporated by reference herein from the Companys definitive Information Statement filed with the SEC on October 19, 2010.                        
|            |  |                                                                                                                        
|3.3         |  | Bylaws                                                                                                                  |  | Incorporated by reference herein from the Companys registration statement on Form 10-SB, and filed with the SEC on April 25, 2002.                 
|            |  |                                                                                                                        
|3.4         |  | Second Articles of Amendment to the Amended and Restated Articles of Incorporation                                      |  | Filed herewith.                                                                                                                                     
|            |  |                                                                                                                        
|4.1         |  | Specimen Legend Oil and Gas, Ltd. Common Stock Certificate                                                              |  | Incorporated by reference herein from the Companys report on Form 10-K dated December 31, 2010, and filed with the SEC on March 31, 2011.          
|            |  |                                                                                                                        
|4.2         |  | Form of Warrant issued to Iconic Investment Co.                                                                         |  | Incorporated by reference herein from the Companys report on Form 10-Q for the period ended March 31, 2011, and filed with the SEC on May 13, 2011.
|            |  |                                                                                                                        
|4.3         |  | Form of Warrant in connection with August, 2011, units financing                                                        |  | Filed herewith                                                                                                                                      
|            |  |                                                                                                                        
|10.1        |  | Agreement for Purchase and Sale by and between Piqua Petro, Inc. and the Company dated October 20, 2010 (Piqua Project) |  | Incorporated by reference herein from the Companys report on Form 8-K dated October 29, 2010, and filed with the SEC on November 4, 2010.          
|            |  |                                                                                                                        
|10.2        |  | Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated February 25, 2011 (Bakken Project)                        |  | Incorporated by reference herein from the Companys report on Form 10-K dated December 31, 2010, and filed with the SEC on March 31, 2011.          
|            |  |                                                                                                                        
|10.3        |  | Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated March 23, 2011 (Bakken Project)                           |  | Incorporated by reference herein from the Companys report on Form 10-K dated December 31, 2010, and filed with the SEC on March 31, 2011.          
|            |  |                                                                                                                        
|10.4        |  | Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated March 30, 2011 (Bakken Project)                           |  | Incorporated by reference herein from the Companys report on Form 10-K dated December 31, 2010, and filed with the SEC on March 31,
2011.          



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|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                            
|10.5 |  | Subscription Agreement by and between Legend Oil and Gas, Ltd. and Iconic Investment Co. dated January 21, 2011                                                                                             |  | Incorporated by reference herein from the Companys report on Form 10-Q for the period ended March 31, 2011, and filed with the SEC on May 13, 2011.
|     |  |                                                                                                                                                                                                            
|10.6 |  | Subscription Agreement by and between Legend Oil and Gas, Ltd. and Iconic Investment Co. dated April 28, 2011                                                                                               |  | Incorporated by reference herein from the Companys report on Form 10-Q for the period ended March 31, 2011, and filed with the SEC on May 13, 2011.
|     |  |                                                                                                                                                                                                            
|10.7 |  | Legend Oil and Gas, Ltd. 2011 Stock Incentive Plan                                                                                                                                                          |  | Incorporated by reference herein from the Companys report on Form 8-K dated May 3, 2011, and filed with the SEC on May 9, 2011.                    
|     |  |                                                                                                                                                                                                            
|10.8 |  | Form of Subscription Agreement in connection with August, 2011, units financing                                                                                                                             |  | Filed herewith.                                                                                                                                     
|     |  |                                                                                                                                                                                                            
|31.1 |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934                                                                         |  | Filed herewith.                                                                                                                                     
|     |  |                                                                                                                                                                                                            
|31.2 |  | Certification of Principal Accounting and Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934                                                          |  | Filed herewith.                                                                                                                                     
|     |  |                                                                                                                                                                                                            
|32.1 |  | Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934 and to
18 U.S.C. Section 1350 |  | Filed herewith.