Special Note Regarding Forward-Looking Statements

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

These forward-looking statements are subject to a number of risks, uncertainties and assumptions described in Part II Item 1A under the caption "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q. In addition, our past results of operations do not necessarily indicate our future results. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this Quarterly Report t

on Form 10-Q or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Executive Overview

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

On January 31, 2008, the Company entered into a Share Exchange Agreement with Ms. Shannon McCallum-Law, the majority stockholder, sole director and Chief Executive Officer of the Company, Well Chance Investments Limited ("Well Chance") and Well Chance's sole shareholder (the "Well Chance Shareholder"). Pursuant to the terms of the Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of Well Chance's common stock in exchange for the Company's issuance of 1,200,000 shares of its common stock to the Well Chance Shareholder on the basis of 1,200 shares of its common stock for every one share of Well Chance common stock held. The Share Exchange Agreement closed on February 5, 2008.

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

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

Effective as of February 14, 2008, the Company changed its name from Noble Quests, Inc. to Legend Media, Inc. Well Chance was incorporated under the laws of the British Virgin Islands as an International Business Company on February 22, 2005. Well Chance was formed to create a business that principally engaged in the development and management of a technology platform that deploys advertisements across its various advertising media. Well Chance expanded its business in February 2008 to focus on building a consumer advertising network in the People's Republic of China (the "PRC") focused on the Chinese radio advertising industry and advertising media that targets the consumer base of China.

On May 8, 2008, the Company and Well Chance entered into a Share Purchase Agreement (the "Music Radio Share Purchase Agreement") with Music Radio Limited, a British Virgin Islands company, and all of the shareholders of Music Radio Limited (the "Music Radio Shareholders"), for the purchase of exclusive radio advertising rights in Tianjin, PRC. Pursuant to the Music Radio Share Purchase Agreement, Well Chance, for consideration consisting of (a) shares of the Company's common stock with an aggregate value of US$7,160,714 based on the weighted average trading price of the Company's common stock for the 90 trading days immediately preceding May 8, 2008 (1,892,559 shares), and (b) US$2,000,000, agreed to purchase 80% of the common stock of Legend Media Tianjin Investment Company Limited, a British Virgin Islands company and a wholly owned subsidiary of Music Radio Limited. The closing of the Music Radio Share Purchase Agreement occurred on May 30, 2008, and the Company secured effective control of the exclusive sales contract for the Tianjin, PRC based radio channel. Tianjin, PRC is a large city with a population of over 11.5 million. The exclusive sales contract provides the Company with 19,710 minutes per year of advertising space. The contract is up for renewal annually and expires December 31, 2009. Because the region is one of the most economically developed and urbanized regions in the PRC, the Company believes that the radio station is well situated to target the expanding middle and upper class in the PRC.

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

Beijing is of strategic importance to the Company's objective of building a market leading brand position in the radio advertising industry. The exclusive sales contract for Beijing FM 90.5 is for four years (two years plus a two year option) and grants Legend Media, through its operating affiliate, Beijing Maihesi International Advertising Co., Ltd., the right to be the exclusive advertising agent for the channel, under which the Company has the exclusive rights to manage and sell all advertising minutes for the radio station. The contract provides Legend Media with an additional 45,990 of radio advertising minutes per year. The exclusive rights to sell advertising also extend to program sponsorship which the Company expects will provide additional advertising inventory for sale.

On August 4, 2008, Beijing Merci International Advertising Co., Ltd., a company organized in the PRC and an affiliate of the Company, entered into an Exclusive Advertising Rights Agreement with Beijing Guo Guangrong Advertising Co., Ltd. (the "Beijing Merci Agreement"), pursuant to which Beijing Merci International Advertising Co., Ltd. acquired 45,990 advertising minutes per year on FM 107.1, a news and entertainment radio station that broadcasts to the Shenzhen region of the PRC. The Exclusive Advertising Rights Agreement closed on August 31, 2008 and expires on September 30, 2010. In February 2009, the Company decided to terminate the Beijing Merci Agreement. The decision to do so was based on a) a determination that the operations by the radio channel in Shenzhen could be considered invalid by the Chinese authorities and b) management's decision to make a strategic shift towards larger, more established opportunities. The Company notified Beijing Guo Guangrong Advertising Co., Ltd. of its decision to terminate the agreement based on breach of contract and made an immediate request for the return of all deposits and payments. Subsequent to attempts Beijing Merci International Advertising Co., Ltd and Beijing Guo Guangrong Advertising Co., Ltd. to settle the dispute, Beijing Merci International Advertising Co., Ltd began the process of entering into arbitration. We are requesting immediate termination of all contractual obligations under the Beijing Merci Agreement and repayment of approximately $500,000 paid to Beijing Guo Guangrong Advertising Co., Ltd. under the Beijing Merci Agreement. Because the outcome of the arbitration is uncertain, for the period ending March 31, 2009, the Company has accrued all expenses under the Beijing Merci Agreement.

On October 28, 2008, Tianjin Yinse Lingdong Advertising Co., Ltd., a company organized in the PRC and an affiliate of Legend Media, entered into an Exclusive Advertising Rights Agreement with Beijing Attis Advertising Co., Ltd., pursuant to which Tianjin Yinse Lingdong Advertising Co., Ltd. agreed to acquire 19,710 advertising minutes per year on FM 95.5, a music and entertainment radio station that broadcasts to the Xi'an region of the PRC, a developing metropolis with a population of over eight million.

On November 28, 2008, the Company entered into and closed an Acquisition Agreement (the "Music Radio Acquisition Agreement") with Well Chance, Music Radio Limited, and the Music Radio shareholders, Ju Baochun and Xue Wei (the "Music Radio Shareholders"). Pursuant to the Music Radio Acquisition Agreement, the Company acquired control over Beijing Yinse Lingdong Advertising Co., Ltd ("YSLD") and caused the contribution of an airline magazine advertising business of Beijing Hongtenglianguang Advertising Co., Ltd ("HTLG"), a PRC company 100% owned by the Music Radio Shareholders, to YSLD. In exchange for the acquisition of control, the Company issued 5,033,680 shares of its newly-created Series B convertible preferred stock ("Series B Preferred Stock") to the Music Radio Shareholders and two warrants to purchase an aggregate of 10,000,000 shares of the Company's common stock, to Ju Baochun. The closing gives Legend Media effective control of YSLD, a PRC-based company, and YSLD's exclusive sales contract with Xinhua Airline Magazine. The airline magazine reaches a potential audience approaching 20 million passengers per year. The exclusive contract with Xinhua Airline Magazine provides 80 pages of advertising per monthly issue. The exclusive contract expires March 31, 2010 and will be up for renewal prior to that date.

In determining the amount of consideration to be paid in connection with the Music Radio Acquisition Agreement, the Company reviewed and compared publicly available selected financial data and stock trading prices for public companies chosen based on their common participation in the Chinese advertising and media industry, and conducted a discounted cash flow analysis. Applying the conclusions drawn therefrom, the number of shares of Series B Preferred Stock issued in the Music Radio Acquisition Agreement was calculated based on an aggregate purchase price of RMB275,000,000, a currency exchange rate of RMB6.829 to U.S. $1, and a per share issue price of 20 times the greater of (a) 75% of the weighted average trading price of one share of common stock for the 15 trading days ended on the third day before closing, and (b) $0.40. Because 75% of the weighted average trading price for the common stock during the period was $0.3440, the per share issue price used was $0.40. As more fully described below, each share of Series B Preferred Stock is initially convertible into 20 shares of common stock, or an aggregate of 100,673,600 shares of common stock, representing approximately 90.6% of the issued and outstanding common stock on an as-converted basis (not including the Company's outstanding Series A convertible preferred stock, warrants or options).

As a result of the Music Radio Acquisition Agreement and the reverse merger transaction with Well Chance, the historical financial statements presented are those of Well Chance and YSLD. At the time of the reverse merger, Well Chance's historical financials became those of the Company. The subsequent Music Radio Acquisition Agreement, which gave the Company control of YSLD, was between entities under common control and, as such, has been accounted for similarly to a pooling of interests.

As of March 31, 2009, the Company had an annual radio advertising inventory of 85,410 minutes and an annual airline advertising inventory of 960 pages which combined had a reach of approaching 60 million people.

Well Chance conducts its business operations through its 80% owned subsidiary, Legend (Beijing) Consulting Co., Ltd., and its wholly owned subsidiary, Legend (Beijing) Information and Technology Co., Ltd., each of which are incorporated under the laws of the PRC.

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

Critical Accounting Policies and Estimates

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements in this Quarterly Report on Form 10-Q, we believe that the accounting policies described below are the most critical to aid in fully understanding and evaluating this management discussion and analysis.

Use of Estimates

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

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Legend Media and its subsidiaries as follows:

                                                              Place
Subsidiary                                                Incorporated      % Owned
Well Chance                                               United States           100
Legend Media Investment Company Limited                        PRC                 80
Three subsidiaries of Legend Media Investment Company
Limited
Legend Media Tianjin HK Limited                                PRC                 80
Legend Media (Beijing) Consulting Company Limited              PRC                 80
Tianjin Yinse Lingdong Advertising Co., Ltd                    PRC                 80 *
News Radio Limited                                             PRC                100
Four subsidiaries of News Radio Limited
CRI News Radio Limited                                         PRC                100
Legend Media (Beijing) Information and Technology Co.,
Ltd.                                                           PRC                100
Beijing Mahiesi Advertising International Co., Ltd.            PRC                100 *
Beijing Yinse Lingdong Advertising Co., Ltd.                   PRC                100 *

*Variable Interest Entities: See heading entitled "Variable Interest Entities" below.

Variable Interest Entities

In January 2003, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin ("ARB") No. 51 ("FIN 46"). In December 2003, the FASB modified FIN 46 ("FIN 46R") to make certain technical corrections and address certain implementation issues that had arisen. FIN 46 provides a new framework for identifying variable interest entities (VIEs) and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements.

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

On May 30, 2008, the Company purchased 80% of the common stock of Legend Media Tianjin Investment Company Limited, and on July 21, 2008, the Company purchased 100% of the common stock of News Radio Limited. Additionally, on November 28, 2008, the Company entered into and closed the Music Radio Acquisition Agreement with Well Chance, Music Radio Limited, and the Music Radio Shareholders, pursuant to which the Company acquired control of YSLD, another variable interest entity. Due to certain restrictions imposed upon Chinese advertising companies, direct investment and ownership of media and advertising companies in the PRC is prohibited. Therefore, the Company acquired control of Tianjin Yinse Lingdong Advertising Company, Ltd., and the Company acquired control of Beijing Mahiesi Advertising International Co., Ltd. (through its purchase of News Radio Limited). The Company structured the Music Radio Limited and News Radio Limited transactions to comply with such restrictions.

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

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

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

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

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

· the Company is able to exert significant control over significant decisions about the activities of Tianjin Yinse Lingdong Advertising Company, Ltd., Beijing Mahiesi Advertising International Co., Ltd. and YSLD;

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

· the equity owner of Tianjin Yinse Lingdong Advertising Company, Ltd., Beijing Mahiesi Advertising International Co., Ltd. and YSLD does not have the obligation to absorb the losses of Tianjin Yinse Lingdong Advertising Company, Ltd., Beijing Mahiesi Advertising International Co., Ltd. or YSLD.

As the Company is able to exert significant control over the PRC operating affiliates and a substantial portion of the economic benefits and risks have been transferred to the Company, it has determined that the advertising entities, Tianjin Yinse Lingdong Advertising Company, Ltd., Beijing Mahiesi Advertising International Co., Ltd. and YSLD meet the definition of a VIE. Further, the Company is considered to be the primary beneficiary of the risks and benefits of equity ownership of Tianjin Yinse Lingdong Advertising Company, Ltd., Beijing Mahiesi Advertising International Co., Ltd. and YSLD and thus has consolidated these entities in its accompanying financial statements as of March 31, 2009.

Intangible Assets

Intangible assets consist of contract rights purchased in the May 30, 2008
acquisition of Legend Media Tianjin Investment Company Limited, the entity
controlling the advertising rights to Tianjin FM 92.5, and the July 21, 2008
acquisition of News Radio Limited, the entity controlling the advertising rights
to Beijing FM 90.5.

Intangible assets consist of the following at the dates indicated:

                                 March 31,        June 30,
                                    2009            2008
                                (unaudited)
FM 92.5 Contract rights         $  1,709,888     $ 2,174,428
Exclusivity agreement              7,388,731       6,999,353
FM 90.5 Contract rights            1,016,206               -
                                  10,114,825       9,173,781
Less Accumulated amortization     (1,344,439 )      (128,471 )
Intangibles, net                $  8,770,386     $ 9,045,310

The FM 92.5 contract rights primarily arise from an exclusive contract acquired in connection with the acquisition of Legend Media Tianjin Investment Company Limited, which is being amortized over the 31 month contract period, from June 1, 2008, the first day of operations by the Company, based on the duration of the existing advertising agreement that expired December 31, 2008 plus renewal of the advertising agreement. The agreement was renewed as of January 1, 2009. The contract is with Tianjin FM 92.5 and provides exclusive rights to 54 advertising minutes per day or 19,710 minutes per year. The channel is Beijing-based and through a relay facility airs in Tianjin. Legend Media's contract is with the Beijing channel's exclusive agent, which has a national exclusive contract with the channel. The exclusive agent has subcontracted the rights for the Tianjin market to Legend Media. The value was derived as the net present value of the contract's earnings before interest, tax, depreciation and amortization ("EBITDA") over the contract's expected term from May 30, 2008 through December 31, 2010, using a discount rate of 15%. The change in value of the FM92.5 contract and the exclusivity agreement from June 30, 2008 to March 31, 2009 is a result of foreign currency translation at each balance sheet date and a reallocation of the value between these two intangible assets subsequent to June 30, 2008. At the May 30, 2008 purchase date, the Company initially applied a 10% discount rate to calculate the net present value of the FM 92.5 contract's EBITDA. However, the Company subsequently determined that a 15% discount rate more accurately reflects the rate of return the Company expects to earn on the contract, which resulted in a contract value of $1,709,888. The remaining intangible asset value of $7,338,731 attributable to the May 30, 2008 acquisition was then reallocated to the exclusivity agreement. Amortization expense on this contract for the three and nine months ended March 31, 2009 was $165,473 and $509,890, respectively.

. . .