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

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

OUR BUSINESS

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

OUR SOURCES OF REVENUE

SALES OF MOBILE PRODUCTS

We derive limited revenues from the sale of covers for mobile phones. Our suppliers require us to purchase these products and resell them to consumers and wholesalers. We created products under our licenses from athletes, entertainers, and popular trademarks. We also sell a NASCAR-themed, SMS-based text messaging service called "Racemobile.com". We also are seeking to sell mobile application software either via over-the-air download or bundled with a particular mobile phone. These applications may be sold as a subscription or as a single download.

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

SALES OF STORED VALUE CARDS

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

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

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

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

We recently entered into an agreement with Global Cash Card to provide additional card products. Global Cash Card is a distributor of card products through First Regional Bank. We expect to offer a debit card without a Visa or MasterCard logo through our association with Global Cash Card. Cards issued in association with Global Cash Card can be reloaded at any of the 3,000 Ace Cash Express centers around the country. The ease of card loading is one of the key drivers of card profitability.

We have also entered into an agreement with Cardware Systems to provide a Visa product for our current and future licensed brands.

We have also been working with an international bank to develop a Virtual Visa product as well as a Visa Electron product which can be used by citizens of countries other than the United States.

We have also been in discussions to sublicense our licenses to a bank network for the retail sales of gift cards at bank branches.

Card revenue is generated by a fee for each card sold, a percentage of the fees charged to consumers for activities such as balance inquiries, cash advances and ATM withdrawals, interchange fees, lost and stolen card fees, card load fees, and monthly maintenance fees. Each card program depending on the target audience, requirements of the licensor, and product type has some or all of these fees.

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

SALES OF PRODUCTS FROM OUR WEBSITE IPODMERCH.COM

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

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

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

FEE INCOME FROM OUR WEBSITE GIFTCARDSTODAY.COM

We expect to generate fee income from our forthcoming website, Giftcardstoday.com. The website will allow consumers to buy, sell, and trade unwanted gift cards.

The popularity of gift cards has grown significantly in recently years. According to industry estimates, nearly two thirds of all American adults said they received or purchased a gift card in the last twelve months. Sales of gift cards are expected to reach $55.5 billion this year.

The site will allow consumers to buy, sell, or trade unwanted cards. The site will be open to all types of gift cards from any issuer. We will collect a fee each time a card is sold or traded.

MARKETING AND PROMOTION OF MOBILE PHONE PRODUCTS

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

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

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

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

MARKETING AND PROMOTION OF STORED VALUE CARDS

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

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

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

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

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

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

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

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

GROWTH STRATEGY-MOBILE PHONE PRODUCTS

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

GROWTH STRATEGY-LEGEND CREDIT

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

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

RISKS THAT MAY AFFECT FUTURE RESULTS

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

WE HAVE AN ACCUMULATED DEFICIT AND ANTICIPATE FURTHER LOSSES.

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

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

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

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

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

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

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

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

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

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

material adverse effect on our business and prospects.

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

EMPLOYEES

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