Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

______________________

FORM 10-Q

______________________

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

For the quarterly period ended September 30, 2015

☐	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.)

555 Northpoint Center East, Suite 400
Alpharetta, GA 30022
(Address of principal executive offices)

(678) 366-4587
(Registrant’s telephone number, including area code)

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 ☒ 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 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 check mark 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		☒

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

As of November 20, 2015, the registrant had 936,083,273 shares of its common stock, par value $0.001 per share, issued and outstanding.

LEGEND OIL AND GAS, LTD.

FORM 10-Q

For the Quarterly Period ended September 30, 2015

Table of Contents

		Page
EXPLANATORY NOTE		2
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS (UNAUDITED)		2
PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014	5
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Controls and Procedures	25
Item 5	Other Information	25
Item 6.	Exhibits	26
SIGNATURES		27
EXHIBITS		28

EXPLANATORY NOTE

Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Report") to "we," "us," "our," "Legend" and the "Company" are to Legend Oil and Gas, Ltd., a Colorado corporation, and references in this Report to "Legend Canada" are to Legend Energy Canada, Ltd., a wholly-owned subsidiary of the Company. All references to "Wi2Wi" are to Wi2Wi Corporation, formerly International Sovereign Energy Corp., an Alberta, Canada corporation. Unless otherwise indicated, references herein to "$" or "dollars" are to United States dollars. All references in this Current Report to "CA$" are to Canadian dollars. All financial information with respect to the Company has been presented in United States dollars in accordance with U.S generally accepted accounting principles.

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.

In particular, our business, including our financial condition and results of operations and our ability to continue as a going concern may be impacted by a number of factors, including, but not limited to, the following:

	•	Our ability to pay off our Senior Secured Convertible Debentures to Hillair Capital Investments, L.P (“Hillair”);
	•	Our ability to fund our 2015 drilling and development plan;
	•	Our ability to obtain buyers on terms favorable to us, in the event that we were to seek to sell certain of our oil and gas interests;
	•	Our loss of any major customer or customers;
	•	Our ability to manage adverse environmental matters that could result as part of our crude oil hauling business or from our oil and gas properties;
	•	Our ability to manage potential regulatory matters from the U.S. Department of Transportation or other government agencies that could hinder our ability to operate;
	•	Our ability to retain the services of our President and Chief Financial Officer, and other key personnel, the loss of which could materially impair our business plan;
	•	Changes in estimates of our crude oil and natural gas reserves and depletion rates;
	•	Our ability to control or reduce operating expenses and manage unforeseen costs;
	•	Our reliance on third-party contractors in performing the majority of our operations, which could make management of our drilling and production efforts inefficient or unprofitable;
	•	Our ability to maintain our existing property leases and acquire rights on properties that we desire;
	•	Changes in commodity prices for crude oil and natural gas;
	•	Environmental risks from operations of our wells;
	•	Our ability to compete successfully against larger, well-funded, established oil and gas companies;
	•	Our ability to comply with the many regulations to which our business is subject; and
	•	Dilutive and other adverse effects on our existing shareholders and our stock price arising from future securities issuances.

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, 2014 filed with the Securities and Exchange Commission on April 6, 2015, as well as various disclosures made by us in our other reports filed with the Securities and Exchange Commission. 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.

PART I – FINANCIAL INFORMATION

ITEM 1

CONSOLIDATED FINANCIAL STATEMENTS

Legend Oil and Gas, Ltd.

CONSOLIDATED BALANCE SHEETS

(unaudited)

	September 30,			December 31,
	2015			2014

ASSETS
Current Assets
Cash and cash equivalents	$	567,266		$	701,848
Restricted cash		85,000			85,000
Accounts receivable		207,498			72,406
Prepaid expenses		239,199			—
Prepaid interest		147,609			—
Other current assets		264,575			—
Total Current Assets		1,511,147			859,254

Property, plant and equipment net		4,327,896			453,375
Oil and gas properties – net (full cost method)		1,301,289			3,639,916

Total Assets	$	7,140,332		$	4,952,545

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	1,248,419		$	52,413
Accounts payable-related party		—			577,000
Accrued interest		232,001			50,427
Short term debt		11,033,868			—
Convertible debt		1,271,531			—
Current portion of long term debt		—			409,856
Common stock payable		334,559			—
Other current liabilities		7,157			—
Total Current Liabilities		14,127,535			1,089,696

Embedded derivative liabilities		—			1,128,667
Long term debt, net of debt discount of $0 and $53,924, respectively		—			6,119,245
Asset retirement obligations		121,913			202,586
Total Liabilities		14,249,448			8,540,194

Stockholders’ Deficit
Preferred stock – 99,999,400 shares authorized; $0.001 par value; 0 shares issued and outstanding		—			—
Series A convertible preferred stock - 600 shares authorized; $0.001 par value; 0 and 600 shares issued and outstanding, respectively		—			—
Common stock – 1,000,000,000 shares authorized; $0.001 par value; 878,400,629 and 187,583,273 shares issued and outstanding, respectively		878,400			187,583
Additional paid-in capital		34,743,105			27,227,181
Accumulated deficit		(42,730,621	)		(31,002,413	)
Total Stockholders’ Deficit		(7,109,116	)		(3,587,649	)

Total Liabilities and Stockholders’ Deficit	$	7,140,332		$	4,952,545

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

Legend Oil and Gas, Ltd.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014

Service revenue	$	1,148,708		$	—		$	3,474,466		$	—
Oil and gas revenue		81,843			217,868			322,569			624,275
Total Revenue		1,230,551			217,868			3,797,035			624,275

Operating Expenses:
Cost of service revenue		1,071,639			—			2,195,184			—
Production expenses		115,780			73,413			398,826			262,923
General and administrative		337,211			2,389,630			3,475,403			3,719,589
Depletion, depreciation, and amortization		250,984			64,000			526,405			263,512
Accretion of asset retirement obligations		13,328			—			18,113			31,723
Impairment of oil and gas property		—			151,199			452,277			580,649
Loss on sale of oil and gas properties		—			—			892,131			—
(Gain) on disposal of property, plant and equipment		(9,455	)		—			(9,455	)		—
Total Operating Expenses		1,779,487			2,678,242			7,948,884			4,858,396

Operating Loss		(548,936	)		(2,460,374	)		(4,151,849	)		(4,234,121	)

Other Income (Expense):
Interest expense		(430,765	)		(265,988	)		(1,134,296	)		(1,605,226	)
Loss on conversion of debt		—			(62,741	)		—			(62,741	)
Change in fair value of embedded derivative liabilities		—			(231,212	)		(6,551,333	)		1,161,284
Other income (expense)		33,571			—			109,270			—
Total Other Income (Expense)		(397,194	)		(559,941	)		(7,576,359	)		(506,683	)

Loss from continuing operations		(946,130	)		(3,020,315	)		(11,728,208	)		(4,740,804	)
Income from discontinued operations		—			3,312,742			—			3,312,742
Net income (loss)	$	(946,130	)	$	292,427		$	(11,728,208	)	$	(1,428,062	)

Basic net income (loss) per common shares	$	(0.00	)	$	0.00		$	(0.02	)	$	(0.01	)
Diluted net income (loss) per common shares	$	(0.00	)	$	0.00		$	(0.02	)	$	(0.01	)

Weighted average number of common shares outstanding:
Basic		878,400,629			164,810,840			582,612,256			152,563,277
Diluted		878,400,629			435,082,264			582,612,256			152,563,277

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

Legend Oil and Gas, Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	For the Nine Months Ended
	September 30, 2015			September 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(11,728,208	)	$	(1,428,062	)
Income from discontinued operations		—			(3,312,742	)
Loss from continuing operations		(11,728,208	)		(4,740,804	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Stock-based compensation		—			835,665
Depletion, depreciation, and amortization		526,405			263,512
Accretion on asset retirement obligation		18,113			31,723
Impairment of oil and gas properties		452,277			580,649
Loss on sale of oil and gas properties		892,131			—
Gain on disposal of property, plan and equipment		(9,455	)		—
Amortization of discounts on notes payable		373,771			184,135
Change in fair value of embedded derivative liabilities		6,551,333			(1,161,284	)
Loss on conversion of debt		—			62,741
Changes in operating assets and liabilities:
Accounts receivable		928,537			(12,182	)
Prepaid expenses and other assets		(348,430	)		45,877
Prepaid interest		—			64,225
Other current assets		(103,821	)		3,740
Inventory		207,437			—
Accounts payable		486,876			(222,810	)
Accounts payable-related party		(577,171	)		—
Other current liabilities		(83,169	)		—
Accrued interest payable		181,574			—
Net cash flows from operating activities - continuing operations		(2,231,800	)		(4,064,813	)
Net cash flows provided by operating activities - discontinued operations		—			—
Net cash flows used in operating activities		(2,231,800	)		(4,064,813	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of oil and gas properties		1,665,000			450,318
Proceeds from sale of property, plant and equipment		21,355			—
Cash paid for the purchase of Black Diamond Energy Holdings, net cash received of $435,339		(1,064,661	)		—
Cash paid for oil and gas properties development costs		(585,295	)		(206,843	)
Cash paid for equipment		(487,468	)		—
Net cash flows provided by (used in) investing activities - continuing operations		(451,069	)		243,475
Net cash flows provided by investing activities - discontinued operations		—			—
Net cash flows provided by (used in) investing activities		(451,069	)		243,475

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term convertible debt		1,200,000			—
Proceeds from short term debt		2,310,000			—
Proceeds from notes payable		—			5,043,916
Payments on short term debt		(961,713	)		—
Payments on notes payable		—			(10,000	)
Net cash flows provided by investing activities - continuing operations		2,548,287			5,033,916
Net cash flows provided by used in investing activities - discontinued operations		—			—
Net cash flows provided by financing activities		2,548,287			5,033,916

Change in cash and cash equivalents before effect of exchange rate changes		(134,582	)		1,212,578
Effect of exchange rate changes		—			110,586
Net change in cash and cash equivalents		(134,582	)		1,323,164
Cash and cash equivalents, beginning of period		701,848			64,283
Cash and cash equivalents, end of period		567,266			1,387,447

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	5,453		$	17,628
Taxes	$	—		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Change in estimate of asset retirement obligations	$	85,856		$	36,157
Accrual of oil and gas development costs	$	251,505		$	—
Fair value of derivative liability extinguished upon conversion of preferred stock to common stock	$	7,680,000		$	1,162,750
Conversion of preferred stock to common stock	$	600,000		$	—
Debt and common stock issued/to be issued for the purchase of Black Diamond Energy Holdings	$	3,715,300		$	—

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

Legend Oil and Gas Ltd.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015

NOTE 1 – ORGANIZATION AND DESCRIPTION OF OPERATIONS

Description of Business

Legend Oil and Gas, Ltd. (the “Company”) has two operating segments which include an oil and gas exploration, development and production company and an oil and gas trucking company.

The Company’s oil and gas property interests are located in the United States (in the States of Kansas and Oklahoma). The Company’s focus is on acquiring producing and non-producing oil and gas interests and developing oil and gas properties that the Company currently owns. During the nine months ended September 30, 2015, the Company sold its working interests in two properties located in Kansas. The Company currently owns working interests in two oil and gas properties, with one property located in Kansas and the second in Oklahoma.

In April 2015, the Company acquired Black Diamond Energy Holdings LLC, a Delaware limited liability company (“Black Diamond”). Black Diamond is a trucking and oil and gas services company that operates in North Dakota.

On May 1, 2015, the Board of Directors approved an amendment to the Company’s Articles of Incorporation. The amendment removed restrictions which prohibited the holder of the Company’s Convertible Preferred Stock from converting and holding more than 19.99% of the Company’s outstanding common stock. Legend’s sole preferred stockholder converted its convertible perpetual preferred stock of 600 shares into common stock totaling 600 million shares. The preferred stockholder now owns approximately 63% of the Company’s common stock.

Subsequent to September 30, 2015, the Company sold its remaining oil and gas properties and no longer participates in oil and gas producing activities.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements for 2014 include the accounts of the Company, and our wholly-owned subsidiary Legend Energy Canada Ltd. (“Legend Canada”) for 2014 activity. The consolidated financial statements for the nine months ended September 30, 2015 include the accounts of the Company and our wholly owned subsidiary, Black Diamond and its wholly-owned subsidiaries Maxxon Energy, LLC and Treeline Diesel Center, LLC, for the period since acquisition (April 4, 2015) through September 30, 2015. Legend Canada amounts have been deconsolidated due to their discontinued operations and bankruptcy as more fully described in Note 16. Intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements of the Company, have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in Legend’s latest Annual Report filed with the SEC on Form 10-K and the Form 8-K/A filed on June 19, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K filed with the SEC on April 6, 2015, have been omitted.

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 fair values of the Company’s equity-linked instruments, 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.

Accounts Receivable

Accounts receivable typically consist of oil and gas receivables, as well as customer receivables, and are presented on the consolidated balance sheets net of allowances for doubtful accounts. The Company establishes provisions for losses on accounts receivable for estimated uncollectible accounts and regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. Account balances that are deemed uncollectible are charged off against the allowance. No allowance for doubtful accounts was deemed necessary by management at September 30, 2015 or December 31, 2014.

Comprehensive Income

For operations outside of the U.S. that prepare financial statements in currencies other than U.S. dollars, the Company translates the financial statements into U.S. dollars. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at end of period exchange rates, except for equity transactions and advances not expected to be repaid in the foreseeable future, which are translated at historical costs. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are accumulated as a separate component in other comprehensive income (loss). Accumulated other comprehensive income (loss) consists entirely of foreign currency translation adjustments for the three and nine-month period ended September 30, 2014. There were no foreign currency translation adjustments for the three and nine-month period ended September 30, 2015.

Inventory

Inventories consist primarily of diesel truck parts for repairs to the Company’s fleet and for third parties. Inventories are stated at the lower of cost or market, using the average cost method. Cost includes the purchase price of the inventory from our vendors. All items are considered raw materials related to service repairs. For the nine months ended September 30, the Company wrote off inventories of approximately $130,000 to cost of service revenue because the Company expected no future sale of the inventories.

Prepaid Expense

Prepaid expenses consist primarily of prepaid insurance premium and prepaid interest expense. The Company amortize the prepayment over usage period.

Property and Equipment

Property and equipment is stated at cost and depreciated using the straight-line method over 5 years. Repairs and maintenance are charged to expense as incurred. Repairs to trucks and trailers that include new equipment that will either increase the value of the equipment or extend the useful life of the equipment are capitalized and depreciated using the straight-line method over 5 years. The Company has estimated salvage values on all equipment at 10% of the equipment’s original cost. The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is included in operating expenses.

Long-lived assets, such as property and equipment to be held and used in operations, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets are grouped at the lowest level at which identifiable cash flows are largely independent when assessing impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Recoverability of long-lived assets is dependent upon, among other things, the Company’s ability to continue to achieve profitability in order to meet its obligations when they become due. In the opinion of management, based upon current information, the carrying amount of long-lived assets will be recovered by future cash flows generated through the use of such assets over their respective estimated useful lives.

Full Cost Method of Accounting for Oil and Gas Properties

We have elected to utilize the full cost method of accounting for our oil and gas activities. In accordance with the full cost method of accounting, all costs associated with the acquisition, exploration, and development of oil and gas reserves, including directly related overhead costs and related asset retirement costs are capitalized into a cost center. Our cost centers consist of the Canadian cost center and the United States cost center.

All capitalized costs of oil and gas properties within each cost center, 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 attributable to a cost center, in which case the gain or loss is recognized in income. In determining whether adjustments to capitalized costs result in a significant alteration, capitalized costs within the cost center are allocated between the reserves sold and reserves retained on the same basis used to compute amortization, unless there are substantial economic differences between the properties sold and those retained. When economic differences between properties sold and those retained exist, capitalized costs within the cost center are allocated on the basis of the relative fair values of the properties in determining whether adjustments to capitalized costs result in a significant alteration.

For the nine months ended September 30, 2015, Legend sold two of its properties (McCune and Piqua), resulting in a loss on the sale of $892,131.

Full Cost Ceiling Test

At the end of each quarterly reporting period, the cost of oil and gas properties in each cost center 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, at the end of the period, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties. If the cost of oil and gas properties exceeds the ceiling, the excess is reflected as a non-cash impairment charge to earnings. The impairment charge is permanent and not reversible in future periods, even though higher oil and gas prices in the future may subsequently and significantly increase the ceiling amount. For the nine months ended September 30, 2015, the Company recognized impairment loss of $452,277 on its Van Pelt lease. For the nine months ended September 30, 2014, the Company recognized impairment on its Canadian oil and gas properties.

Asset Retirement Obligation

We record 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 asset retirement obligation is recorded at its estimated fair value and accretion is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is determined by using the expected future cash outflows discounted at our credit-adjusted risk-free interest rate.

Oil and Gas Revenue Recognition

The Company uses the sales method of accounting for its oil and gas revenue recognition. Revenue from production on properties in which the Company shares an economic interest with other owners is recognized on the basis of our interest. Revenues are reported on a gross basis for the amounts received before taking into account production taxes, royalties, and transportation costs, which are reported as production expenses. Under the sales 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 we are entitled to, based on our 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 our share of production. Since the settlement process may take 30 to 60 days following the month of actual production, our 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.

Oil Hauling and Service Revenue Recognition

Our wholly-owned subsidiary, Black Diamond, recognizes revenue based on the relative transit time of the freight transported and as other services are provided. Accordingly, a portion of the total revenue that will be billed to the customer once a load is delivered is recognized in each reporting period based on the percentage of the freight pickup and delivery service that has been completed at the end of the reporting period. The Company records revenues on the gross basis at amounts charged to its customers because the Company is the primary obligor, a principal in the transaction, it invoices its customers and retains all credit risks, and maintains discretion over pricing. Additionally, the Company is responsible for the selection of third-party transportation providers. Independent contractor providers of revenue equipment are classified as purchased transportation expense in the consolidated statements of operations.

Black Diamond also has a service center which performs repairs and maintenance to our fleet of tractors and trailers, as well as repair and maintenance for independent third party operators. Revenue for third party repairs and corresponding cost of repairs is recorded at the time the repairs are completed.

Stock-Based Compensation

The Company measures compensation cost for stock-based awards at fair value and recognize it as compensation expense over the service period for awards expected to vest. Stock-based compensation expense is also recognized upon cancellation of awards that were initially expected to vest. Compensation cost (a non-cash expense) is recorded as a component of general and administrative expenses in the consolidated statements of operations, net of an estimated forfeiture rate.

The Black-Scholes option pricing model is used to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

The Company estimates volatility by considering the historical stock volatility. The Company has opted to use the simplified method for estimating expected term, which is generally equal to the midpoint between the vesting period and the contractual term.

Net Income (Loss) Per Common Share

The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the period, including contingently redeemable common stock. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding. Potentially dilutive common shares include warrants to purchase shares of common stock and convertible debentures.

		For the Three Months Ended						For the Nine Months Ended
		9/30/2014						9/30/2014
		2015			2014			2015			2014

Numerator:
Net income (loss) available to common shareholders	$	(946,130	)	$	292,427		$	(11,728,208	)	$	(1,428,062	)
Effect of common stock equivalents
Add: interest expense on convertible debt		—			25,206			—			—
Less: tax effect of decrease interest expense		—			(8,822	)		—			—
Net income (loss) adjusted for common stock equivalents		(946,130	)		308,811			(11,728,208	)		(1,428,062	)
Denominator:
Weighted average shares - basic		878,400,629			164,810,840			582,612,256			152,563,277
Dilutive effect of common stock equivalents:
Options		—			225,471,424			—			—
Convertible Debt		—			44,800,000			—			—
Weighted average shares – diluted		878,400,629			435,082,264			582,612,256			152,563,277
Net income (loss) per share – basic	$	(0.00	)	$	0.00		$	(0.02	)	$	(0.01	)
Net income (loss) per share – diluted	$	(0.00	)	$	0.00		$	(0.02	)	$	(0.01	)
Potentially dilutive of common stock equivalents:
Options		—			—			—			165,795,901
Convertible Debt		46,533,333			—			46,533,333			20,348,718
Common stock payable		57,682,644			—			57,682,644			—

Derivative Financial Instruments

The Company evaluates financial instruments for freestanding or embedded derivatives. Derivative instruments that do not qualify for permanent equity classification as the instruments have been determined not to be indexed to the Company’s stock are recorded as liabilities at fair value, with changes in value recognized as other income (expense) in the consolidated statements of operations in the period of change. Derivative liabilities are categorized as either short-term or long-term based upon management’s estimates as to when the derivative instrument may be realized or based upon the holder’s ability to realize the instrument.

Fair Value Measurements

The Company measures fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. We utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable market inputs such as quoted prices in active markets;

Level 2: Observable market inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of financial assets and liabilities such as cash, accounts receivable and accounts payable approximate their fair values (determined based on level 1 inputs in the fair value hierarchy) due to the short term nature of these instruments.

Recently Issued Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company expects that the affected amounts on its balance sheets will be reclassified within the balance sheets to conform to this standard. The Company does not expect that the adoption of this ASU will have a material impact on its financial statements.

Subsequent Events

The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred a loss from continuing operations of approximately $11.73 million for the nine months ended September 30, 2015, had negative working capital of approximately $12.5 million, and stockholders’ deficit of approximately $7.1 million at September 30, 2015. Additionally, the Company is dependent upon obtaining additional debt and/or equity financing to roll-out and scale its planned principal business operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters consist principally of seeking additional debt and/or equity financing or restructuring its existing debt combined with expected cash flows from its trucking operations and its current oil and gas assets held. There can be no assurance that the Company’s efforts will be successful. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

NOTE 4 – ACQUISITION OF BLACK DIAMOND

On April 3, 2015, the Company entered into a Membership Interest Purchase Agreement (“MIPA”) with Sher Trucking, LLC (“Sher”), Albert Valentin (“Valentin”) and Steven Wallace (“Wallace”), which made up all of the members of Black Diamond to purchase all of the outstanding membership interests of Black Diamond. The Company paid $1,500,000 in cash to Sher; issued a secured promissory note to Sher in the amount of $2,854,000; issued 90,817,356 shares of the Company’s common stock to Valentin, valued at $526,741; agreed to issue 57,682,644 shares of the Company’s common stock to Wallace valued at $334,559 which was issued in November 2015. The common stock due Wallace has been recorded as common stock payable in the accompanying financial statements at September 30, 2015.

The principal amount of the note to Sher bears interest at five percent (5%) per annum and is due and payable in full on April 3, 2016. The note is secured by certain rolling stock trucks and trailers owned by subsidiaries of Black Diamond.

The Company also paid $125,000 to Sher after closing as an advance against an anticipated purchase price adjustment related to the working capital changes of Black Diamond. The post-closing payment has been recorded as a prepaid deposit and will be included into the final purchase price upon the final agreed upon working capital adjustments.

The purchase price is subject to an adjustment based on the amount of net working capital of Black Diamond at closing. In the event the net working capital is either greater than or less than the estimated net working capital at closing, Sher and Wallace will share the positive or negative adjustment. Any adjustment for Sher will be in cash. Any adjustment for Wallace will be a reduction of or increase to the common stock payable to Wallace. This adjustment is in the process of being adjudicated per the MIPA. Any amounts due to or from Sher are unknown at the date of the issuance of these financial statements.

The following tables summarize the purchase price and allocation of the purchase price to the net assets acquired:

Purchase price on April 4, 2015
Cash paid	$	1,500,000
Promissory note		2,854,000
Fair value of common stock issued		861,300
Total purchase price	$	5,215,300
Fair value of net assets at April 4, 2015
Cash	$	435,339
Accounts receivable		1,063,629
Inventory		207,437
Prepaid and other current assets		199,132
Property and equipment		3,855,721
Total assets		5,761,258

Accounts payable		(455,632	)
Other current liabilities		(90,326	)
Total liabilities		(545,958	)
Net assets acquired	$	5,215,300

Below are the condensed pro forma statements of operations for Legend and Black Diamond presented as if the entities were combined for the nine-month period ended September 30, 2015:

	Historical Legend Oil and Gas, Ltd			Historical Black Diamond Energy			Pro Forma Combined
Revenue	$	322,569		$	6,289,056		$	6,611,625

Operating expenses:
Cost of service revenue		—			3,989,227			3,989,227
Production expenses		398,826			—			398,826
General and administrative expenses		1,671,755			2,019,642			3,691,397
Depletion, depreciation and amortization expense		119,454			683,238			802,692
Accretion of asset retirement obligation		18,113			—			18,113
Impairment of oil and gas properties		452,277			—			452,277
Loss on sale of assets		892,131			—			892,131
Total operating expenses		3,552,556			6,692,107			10,244,663

Net loss from operations		(3,229,987	)		(403,051	)		(3,633,038	)

Other income (expense):
Interest expense		(1,133,187	)		(648	)		(1,133,835	)
Change in fair value of embedded derivative liabilities		(6,551,333	)		—			(6,551,333	)
Other Income		109,270			12,293			121,563
Total other income (expense)		(7,575,250	)		11,645			(7,563,605	)

Net loss	$	(10,805,237	)	$	(391,406	)	$	(11,196,643	)

Shares outstanding		787,583,273			90,817,356			878,400,629
Net loss per common share		(0.01	)		—			(0.01	)

NOTE 5 – PROPERTY AND EQUIPMENT

	September 30,			December 31,
	2015			2014
Drilling rig	$	465,000		$	465,000
Trucks, trailers, and vehicles		4,101,695			—
Furniture and equipment		228,496			—
Property and equipment, at cost		4,795,191			465,000
Accumulated depreciation		(467,295	)		(11,625	)
Property and equipment, net	$	4,327,896		$	453,375

The Company has assigned a useful life of 5 years to all assets and is depreciating them using the straight-line method less estimated salvage costs. The Company recorded depreciation expense of $456,772 during the nine months ended September 30, 2015.

During the nine months ended September 30, 2015, the Company acquired $3,855,721 in property and equipment through the acquisition of Black Diamond. The Company also purchased $487,468 in additional property and equipment during the nine months ended September 30, 2015. In September 2015, the Company sold equipment with a carrying value of approximately $11,900 to a third party for cash of $21,355. The Company recognized a gain from disposal of property and equipment of $9,455.

NOTE 6 – OIL AND GAS PROPERTIES

The amount of capitalized costs related to oil and gas properties and the amount of related accumulated depletion, depreciation, and amortization are as follows:

	September 30,			December 31,
	2015			2014
Oil and gas properties, subject to amortization	$	1,307,082		$	3,948,679
Accumulated depletion, depreciation and amortization		(55,793	)		(308,763	)
Net oil and gas properties, subject to amortization		1,251,289			3,639,916
Oil and gas properties, not subject to amortization		50,000			—
Total oil and gas properties, net	$	1,301,289		$	3,639,916

During the nine months ended September 30, 2015, the Company sold its Piqua property for approximately $1.5 million, and its McCune property for $165,000. As the sale significantly altered the relationship between the Company’s capitalized costs and its total proved reserves, we recorded a loss on the sale of approximately $892,131. The Company disbursed the proceeds to Hillair Capital Investments LP, the mortgage holder, in the amounts described in Note 11.

During the nine months ended September 30, 2015, the Company acquired working interests in the Van Pelt lease for $100,000. The Company incurred development costs on the Van Pelt lease of $402,277 during the nine months ended September 30, 2015. At June 30, 2015, the Company determined that the property was impaired and recorded a loss on impairment of $452,277 which reduced the Van Pelt lease to its estimated realizable value of $50,000.

During the nine months ended September 30, 2015, the Company incurred drilling and development costs on its Landers and Volunteer lease of $334,523.

During the nine months ended September 30, 2015, the Company recorded depletion expense of $69,633.

NOTE 7 – ASSET RETIREMENT OBLIGATION

The following table reconciles the value of the asset retirement obligations for the nine months ended September 30, 2015 and 2014:

	September 30,			September 30,
	2015			2014
Opening balance, January 1	$	202,586		$	196,767
Additions for purchase of oil and gas properties		85,856			36,157
Accretion expense		18,113			31,723
Change in estimate		(2,400	)		—
Reductions for sales of oil and gas properties		(182,242	)		—
Ending balance, September 30	$	121,913		$	264,647

NOTE 8 – RELATED PARTY TRANSACTIONS

Prior to our CEO assuming any role in the Company, including his former Chief Restructuring Officer duties, Northpoint Energy Partners (“NPE”), of which our CEO is a principal, was engaged by the owners of Black Diamond to obtain a buyer for Black Diamond. Our Board of Directors reviewed this agreement between NBE and the sellers, and deemed the acquisition by the Company to be appropriate, and negotiated a brokerage fee with Northpoint of $225,000 to be paid by the Company.

During the nine-month period ended September 30, 2015, the related party amounts due to NPE were reduced by payments of $180,400, with additions for brokerage fees on the acquisition of Black Diamond of $55,000, with a remaining balance due NPE of $451,600. In July 2015, NPE agreed to forgive the payable of $451,600. During the nine months ended September 30, 2015, the Company reduced its general and administrative expense by $451,600. As of September 30, 2015, there was no payable due to related party.

NOTE 9 – NOTE PAYABLE TO BANK

On April 25, 2014, the Company received a Notice of Intention to Enforce Security from the Bank of Canada relating to a revolving credit facility. Under the notice, the Bank stated that it intended to enforce its rights against Legend Canada under the CA$6,000,000 ($8.35 million USD) Acknowledgement of Debt Revolving Demand Credit Agreement, dated August 15, 2011; the General Assignment of Book Debts, dated October 19, 2011; the CAD$25,000,000 ($33 million USD) Fixed and Floating Charge Demand Debenture; the Pledge Agreement dated October 19, 2011; and the Negative Pledge and Undertaking dated October 19, 2011. The bridge demand loan that was in place in prior periods was retired in July 2013.

During the quarter ended September 30, 2014, the Company placed its wholly owned subsidiary, Legend Canada, into the Canadian bankruptcy system. The bankruptcy estate of Legend Canada owned oil and gas properties in Western Canada (Berwyn, Medicine River, Boundary Lake, and Wildmere in Alberta, and Clarke Lake and Inga in British Columbia). Legend Canada was placed under the control of KPMG Inc., as Trustee, in the bankruptcy proceedings. The Company has written off all assets and liabilities of Legend Canada, resulting in income from discontinued operations at the parent level of Legend Oil and Gas, Ltd. as it no longer controls, nor has responsibility for any operations or asset dispositions of Legend Canada. In August 2014, the Company and Bank executed a Mutual Release and Discharge in consideration for $250,000 and the note was fully retired.

NOTE 10 – NOTES PAYABLE

HILLAIR CAPITAL INVESTMENTS, L.P.- NONCONVERTIBLE NOTES

On January 21, 2015, the Company issued an 8.5% Senior Secured Debenture (the “Debenture”) to Hillair Capital Investments, L.P. in the aggregate amount of $400,000 payable on or before March 1, 2016. The Company has interest payments due to Hillair on the aggregate outstanding principal amount of the Debenture at the rate of 8.5% per annum, payable quarterly on March 1, June 1, September 1 and December 1, beginning on June 1, 2015, After transaction fees of $40,000 which were reduced from the proceeds of the Debenture to Hillair, the net proceeds received by the Company were $360,000. The expenses were recorded as a debt discount and are being amortized over the term of the Debenture. The Company amortized $24,889 of debt discount as additional interest expense for the nine months ended September 30, 2015. At September 30, 2015, the principal balance of the Debenture was $400,000.

Beginning in July 2013, the Company entered into a series of debentures with Hillair Capital Investments, L.P. (“Hillair”) to finance the growth of Legend’s oil and gas operations. These debentures totaled approximately $6 million, and had various derivative instruments including conversion features and warrants, all with down-round protection. In October 2014, the Company engaged in discussions with Hillair to consolidate all debentures into one debenture with a fixed maturity date.

On November 13, 2014, the Company and Hillair entered into a debt and warrant restructuring agreement. All of the existing debt outstanding and accrued interest owed to Hillair was restructured and consolidated into one new debenture (the “Restructured Debenture”). The Restructured Debenture has a face value of $6,060,000, with an original issue discount of $60,000, carries an interest rate of 8.5% per annum and is due and payable in one payment on March 1, 2016. Further, in exchange for warrants to purchase an aggregate of 474,258,441 shares of the Company’s common stock currently held by Hillair. Hillair agreed to purchase 600 shares of convertible preferred stock with at a price of $1,000 per share, for a total amount of $600,000 in cash proceeds received in November 2014. On March 30, 2015, the Company received $1,425,000 in net cash proceeds from the sale of its Piqua oil and gas properties. As a condition to secure the security interest in the property held by Hillair, the Company paid the full amount of the proceeds against the principal and accrued interest balances on the Restructured Debenture. Hillair applied $713,429 as a reduction in principal balance, $568,885 as a deposit to apply against accrued interest for the year ending December 31, 2015 and a prepayment penalty of $142,686. The Company amortized $34,557 of debt discount as additional interest expense for the nine months ended September 30, 2015. At September 30, 2015, the principal balance of the Debenture was $5,346,571.

On April 2, 2015, the Company entered into a Securities Purchase Agreement with Hillair pursuant to which it issued an 8% Original Issue Discount Senior Secured Debenture to the Company in the aggregate amount of $2,499,975, payable in full on May 16, 2016. After taking into account the original issue discount and legal and diligence fees of $549,975 reimbursed to the Hillair, the net proceeds received by the Company was $1,950,000. The Company amortized $242,794 of debt discount as additional interest expense for the nine months ended September 30, 2015. At September 30, 2015, the principal balance of the Debenture was $2,499,975.

SHER TRUCKING

On April 3, 2015, as part of the Black Diamond acquisition, the Company entered into a secured promissory note with Sher Trucking in the amount of $2,854,000, with an interest rate of 5% per annum, due in full on April 3, 2016. At September 30, 2015, the principal balance of this note is $2,854,000.

NWTR

On January 23, 2014, the Company entered into an Agreement and Plan of Merger with New Western Energy Corporation (“NWTR”). On April 1, 2014, the Company issued a note payable for cash proceeds of $75,000 to NWTR. The significant terms of the agreement were that if the planned merger was terminated, or the merger did not occur by December 31, 2014, the Company was obligated to repay the $75,000 within 60 days of such termination, or on February 28, 2015, whichever came first. There was no interest due and payable on this note.

In May 2014, the merger was terminated by mutual consent. As a result, the Company became obligated to repay the $75,000 to NWTR. During the year ended December 31, 2014, the Company repaid $10,000 of this amount, and had a balance of $65,000 outstanding as of December 31, 2014.

On January 6, 2015, the Company and NWTR entered into a settlement agreement whereby the Company agreed to repay NWTR $10,000 on or before January 7, 2015, with the remainder payable commencing February 15, 2015, in five (5) monthly installments of $9,168. The Company made total payments of $38,336 on the balance owed to NWTR during the nine months ended September 30, 2015, with the amount due on this note of $26,664. This note has no interest provision.

RIG PURCHASE AGREEMENT

The Company purchased a drilling rig at a purchase price of $465,000. This asset purchase was financed through a down payment of $150,000, and a note payable of $315,000, at 6%, per annum, with monthly payments of $18,343, including principal and interest, through April 2016. The Company made total payments for the nine months ended September 30, 2015, of approximately $165,000. Principal and interest paid during that period was approximately $158,000 and $7,000, respectively. The principal balance of this note is $123,456 at September 30, 2015.

COMMUNITY TRUST BANK

In October 2014, the Company entered into an agreement with Community Trust Bank, for a loan in the amount of $85,100 at 2.4% per annum with regular monthly payments of $1,508 of principal and interest through September 2015 and one balloon payment of $70,400 in October 2015. This note is secured by a certificate of deposit in the amount of $85,000 currently classified as restricted cash. The Company made total payments during the three months ended September 30, 2015 of approximately $11,500 on the principal balance of the loan. The principal balance of this note was $70,877 at September 30, 2015, and was fully paid in October 2015.

NOTE 11 – CONVERTIBLE DEBT

JMJ CAPITAL

During 2013, the Company received proceeds of $125,000 under a note payable agreement with JMJ Capital. The note provides for borrowings of up to $300,000, is repayable beginning April 2014, and carries an original issue discount of 10%. No interest accrues on the note principal if borrowings are repaid within 90 days from the date advanced. If repaid within 90 days, a one-time interest charge of 12% accrues. The conversion price of the note is the lesser of $0.05 or 60% of the lowest trade price of the Company’s common stock for 25 days prior to the conversion. On the day of issuance, the note was convertible into 5,339,558 shares of common stock. The intrinsic value of the beneficial conversion feature was determined to be $124,430. As a result, the discount of the note, including original issue discount, totaled $136,930 which was amortized over the term of the note.

During the three months ended March 31, 2014, the Company borrowed an additional $30,000 from JMJ under the above note payable agreement. The Company received net proceeds of $26,500.

During the year ended December 31, 2014, JMJ converted $100,000 of the outstanding principal and $7,520 in accrued interest into 20,755,608 shares of the Company’s common stock. The Company also paid $12,500 of the outstanding principal balance. As of September 30, 2015, the balance on the JMJ note payable was $0. The Company recorded $2,475 in interest expense related to the amortization of the debt discount for the nine months ended September 30, 2015.

HILLAIR CAPITAL INVESTMENTS, L.P. CONVERTIBLE DEBT

On April 28, 2015, the Company entered into a Securities Purchase Agreement with Hillair pursuant to which it issued an 8% Original Issue Discount Senior Secured Convertible Debenture to the Company in the aggregate amount of $840,000, payable in full on May 16, 2016. The debenture is convertible into up to 28,000,000 shares of Common Stock at a conversion price of $0.03 per share. After taking into account the original issue discount and legal and diligence fees of $50,000 reimbursed to the Purchaser, the net proceeds received by the Company was $700,000. The Company amortized $22,969 of debt discount as additional interest expense for the nine months ended September 30, 2015. At September 30, 2015, the principal balance of the debenture was $840,000.

On June 30, 2015, the Company entered into a Securities Purchase Agreement with Hillair pursuant to which it issued an 8% Original Issue Discount Senior Secured Convertible Debenture to the Company in the aggregate amount of $340,000, payable in full on March 1, 2016. The debenture is convertible into up to 11,333,333 shares of Common Stock at a conversion price of $0.03 per share. After taking into account the original issue discount and legal and diligence fees of $40,000 reimbursed to the Purchaser, the net proceeds received by the Company was $300,000. The Company amortized $15,020 of debt discount as additional interest expense for the nine months ended September 30, 2015. At September 30, 2015, the principal balance of the debenture was $340,000.

On July 17, 2015, the Company entered into a Securities Purchase Agreement with Hillair pursuant to which it issued an 8% Original Issue Discount Senior Secured Convertible Debenture to the Company in the aggregate amount of $216,000, payable in full on March 1, 2016. The debenture is convertible into up to 7,200,000 shares of Common Stock at a conversion price of $0.03 per share. After taking into account the original issue discount and legal and diligence fees of $16,000 reimbursed to Hillair, the net proceeds received by the Company was $200,000. At September 30, 2015, the principal balance of the debenture was $216,000.

The Hillair Debentures are all secured by a lien in certain leases and leasehold estates and any other applicable property of the Company in Kansas to secure the obligations of the Company to the Purchaser evidenced by each Debenture.

NOTE 12 – EMBEDDED DERIVATIVE LIABILITIES

The following table is a reconciliation of embedded derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2015 and 2014:

	September 30,			September 30,
	2015			2014
Beginning balance	$	1,128,667		$	1,161,284
Additional issuances		—			2,773,516
Conversions		(7,680,000	)		—
Changes in fair value		6,551,333			(1,161,284	)
Ending balance	$	—		$	2,773,516

At December 31, 2014, the Company determined the non-dilution provision embedded into the convertible perpetual preferred stock resulted in a derivative liability with a fair value of $2,324,184 on the date of issuance. On May 1, 2015, Hillair converted this preferred stock into 600 million shares of the Company¹s common stock at $0.001 per share with a fair value of $7,680,000 based on the market price on the conversion date. As a result of the conversion of all of the Company’s outstanding Series A Convertible Preferred Stock on May 1, 2015, the Company no longer recorded any derivative liabilities at September 30, 2015. The entire embedded derivative liability has been reclassified to both common stock and additional paid in capital as a result of the conversion to 600 million shares of common stock.

During the nine months ended September 30, 2015 and 2014, the Company valued the embedded derivative liabilities of conversion features in convertible notes payable using a Black-Scholes model. A summary of quantitative information with respect to valuation methodology, estimated using a Black-Scholes model, and significant unobservable inputs used for the Company’s embedded derivative liabilities for the nine months ended September 30, 2015 is as follows:

Expected dividend yield	—
Strike price	$ .0001-.001
Expected stock price volatility	112	%
Risk-free interest rate	0.13
Expected term (in years)	0.33

NOTE 13 – STOCKHOLDERS’ EQUITY (DEFICIT)

Convertible Preferred Stock

As of December 31, 2014, the Company had issued and outstanding 600 shares of its convertible preferred stock. This convertible preferred stock has a 0% dividend rate. The shares of preferred stock are convertible into 600 million shares of the Company¹s common stock at $0.0001 per share, and have a non-dilution provision. The shares were converted to 600 million shares of common stock in May 2015.

Common Stock Issuances

In April 2015, the Company issued 90,817,356 shares of common stock to Albert Valentin as part of its purchase of Black Diamond. The stock had a fair value of $526,741. The fair value of the common stock was determined using the closing price of the shares on the settlement date.

In March 2014, the Company issued 1,220,798 shares of common stock with a fair value of $51,746 to Hillair in payment of accrued interest on convertible debt agreements. The fair value of the common stock was determined using the closing price of the shares on the settlement date

During the nine months ended September 30, 2014, the Company issued 54,819,234 shares of common stock to various employees and consultants in exchange for services. The stock had a fair value of $835,665. The fair value of the common stock was determined using the closing price of the shares on the settlement date.

Stock Incentive Plan

On May 15, 2014, the Company created the 2014 Stock Incentive Plan and reserved 40,000,000 shares of common stock for issuance thereunder. The 2014 Stock Incentive Plan also provides the issuance of stock awards and grant of options to purchase shares of the Company’s common stock. The Company did not issue any stock options or warrants during the periods ended September 30, 2015 or 2014. All common stock reserved under this plan has been issued as of the date of this report to either employees, contractors or financial partners of the Company.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

The Company is not aware of any pending or threatened legal proceedings, nor is the Company aware of any pending or threatened legal proceedings, affecting any current officer, director or control shareholder, or their affiliates.

As part of its regular operations, the Company may become party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its’ commercial operations, products, employees and other matters. Although the Company can give no assurance about the outcome of these or any other pending legal and administrative proceedings and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on the Company’s financial condition or results of operations.

The Company owes $10,766 in property taxes, penalties, and interest to the state of North Dakota from operations during the year 2012. We entered into a payment plan with the state of North Dakota whereby we pay them $500 per month until the above balance is fully repaid.

On October 28, 2013, a vendor filed a complaint against the Company seeking to collect $68,913, plus interest for services rendered on or before November 30, 2012. This claim has been satisfactorily resolved between the parties, and Legend is remitting approximately $2,500 per month in settlement of this claim, until such balance is fully repaid. During the nine months ended September 30, 2015, the Company made principal payments of $22,500. The Company recorded interest of approximately $4,146 on the settlement liability for the nine months ended September 30, 2015. As of September 30, 2015, the Company had a principal balance of $52,252 outstanding on the settlement liability.

On June 19, 2014, a vendor filed a complaint against the Company seeking to collect $35,787, plus interest for services rendered. This claim has been satisfactorily resolved between the parties, and Legend is remitting $2,000 per month in settlement of this claim, until such balance is fully repaid. During the nine months ended September 30, 2015, the Company made principal payments of $18,000. The Company recorded interest of approximately $1,308 on the settlement liability for the nine months ended September 30, 2015. As of September 30, 2015, the Company had a principal balance of approximately $6,947 outstanding on the settlement liability.

The Company leases office space on a month-to-month basis, with monthly rental payments due of approximately $2,200.

The Company leases office space, a diesel repair shop, and employee housing under non-cancelable lease agreements. The leases provide that we pay taxes, insurance, utilities, and maintenance expenses related to the leased assets. Future minimum lease payments for these non-cancelable operating leases as of September 30, 2015 are as follows:

2015	$	30,000
2016		120,000
2017		90,000
Thereafter		—
Total net minimum payments	$	240,000

NOTE 15 – SEGMENT INFORMATION

The Company has the following reporting segments:

Legend is an oil and gas exploration, development and production company. The Company’s oil and gas property interests are located in the United States (in the States of Kansas and Oklahoma).

Black Diamond is a trucking and oil and gas services company that operates in North Dakota.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performances based on profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses. Legend’s reportable segments are strategic business units that offer different technology and marketing strategies.

Below is summarized segment financial data for both Legend and Black Diamond as of September 30, 2015 and for the three and nine months ended September 30, 2015.

The Company acquired Black Diamond in April 2015. Accordingly, the segment financial data as of December 31, 2014 and for the three and nine months ended September 30, 2014 is not presented.

Summarized Statements of Operations for the Three Months Ended September 30, 2015	Legend			Black Diamond			Total
Revenue	$	81,843		$	1,148,708		$	1,230,551
Total operating expenses		(206,561	)		(1,582,381	)		(1,788,942	)
Operating loss		(124,718	)		(433,673	)		(558,391	)
Total other income (expense)		(399,384	)		11,645			(387,739	)
Net loss		(524,102	)		(422,028	)		(946,130	)

Summarized Statements of Operations for the Nine Months Ended September 30, 2015		Legend			Black Diamond			Total
Revenue	$	322,569		$	3,474,466		$	3,797,035
Total operating expenses		(3,552,556	)		(4,405,783	)		(7,958,339	)
Operating loss		(3,229,987	)		(931,317	)		(4,161,304	)
Total other income (expense)		(7,575,250	)		8,346			(7,566,904	)
Net loss		(10,805,237	)		(922,971	)		(11,728,208	)

Summarized Balance Sheets at September 30, 2015		Legend			Black Diamond			Total
Total assets	$	2,318,550		$	4,821,782		$	7,140,332
Total liabilities		13,475,933			773,515			14,249,448

Subsequent to September 30, 2015, the Company sold its remaining oil and gas properties and no longer participates in oil and gas producing activities. As of the issuance date of the consolidated financial statements, the Company has only trucking-operating activities in North Dakota.

NOTE 16 – DISCONTINUED OPERATIONS

On May 9, 2014, the Bank of Canada was granted a Consent Receivership Order in Canada, whereby the bank appointed a receiver to take all legally appropriate means to recover the amounts Legend Canada defaulted on, including the managing of its assets, potential sales of its assets and other strategic measures to appropriately remediate the amounts due to the bank.

In August 2014, the Company and the Bank of Canada signed a Mutual Release and Discharge. The Company paid the bank $250,000 and obtained a release which, among other things, stipulated that the bank immediately release the guaranty of the Bank’s debt by Legend US, and the Uniform Commercial Code (“UCC”) filing placed by the bank on Legend US (the parent company guarantee). All such releases were obtained as of December 31, 2014. During the nine months ended September 30, 2015 and 2014, Legend Canada did not have ongoing operations.

NOTE 17 – SUBSEQUENT EVENTS

On October 22, 2015, the Company consummated a Securities Exchange Agreement with Hillair, its controlling shareholder, pursuant to which it issued 9,643 shares of Series B Convertible Preferred Stock (the “Series B Preferred Shares”) with conversion price of $0.03 in exchange for the cancellation of debentures held by Hillair with a total face value of $9,643,700 (the “Exchanged Debentures”).

On the same date, the Company issued a promissory note Hillair in the principal amount of $1,928,740 with respect to prepayment penalties due to Hillair under the terms of the Exchanged Debentures (the “Note”). The principal amount of the note, together with interest at eight percent (8%) per annum was due on November 30, 2015. This note was discharged on October 28, 2015, in connection with the sale of the Company's Kansas oil drilling leases and accompanying personal property described below. The Company will record additional interest expense of the carrying value of the note for the prepayment penalty.

On October 28, 2015, the Company entered into and consummated a Purchase and Sale Agreement (“Agreement”) with HPH Kansas LLC, a Delaware limited liability company (“HPH”). HPH is a subsidiary of Hillair Petroleum Holdings, Inc., a Delaware corporation and an affiliate of Hillair Investments Capital, L.P., which owns approximately 69% of the outstanding common stock and 100% of the outstanding Series B Convertible Preferred Stock of the Company.

Pursuant to the Agreement, the Company sold its oil and gas leases in the State of Kansas and accompanying personal property to HPH in consideration of the cancellation and discharge of the note described above, in the original principal amount of $1,928,740.

In connection with this related party sale, the Company sought third party written bids for the assets as well as performed a fundamental analysis of the fair value of the oil and gas leases based on comparable asset sales in the region. Additionally, valuations were determined using a variety of traditional oil and gas metrics, including but not limited to, discounted cash flows, reserve base valuation and multiple of flowing barrels at current daily production rates and current WTI prices. The Company saw a range of values between $850,000 through a formal written offer from a bona fide purchaser and $1.4 million. The Company believes the cancellation and discharge of $1,928,740 in debt represents a fair value for the sale of these assets. As this is a transaction between entities under common control, no gain or loss will be recorded on the sale.

Also, On October 22, 2015, the Company consummated a Securities Purchase Agreement with Hillair pursuant to which it issued an Original Issue Discount Senior Secured Convertible Debenture in the aggregate amount of $654,000, payable in full on March 1, 2017. The debenture is convertible into up to 21,800,000 shares of common stock at a conversion price of $.03 per share. After taking into account the original issue discount and legal and diligence fees of $44,000 reimbursed to Hillair, the net proceeds received by the Company was $550,000.

Subsequent to September 30, 2015, the Company issued 57,682,644 shares of the Company’s common stock to Wallace due under the MIPA in Note 4.

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, and should be read in conjunction with our financial statements and related notes. We incorporate by reference into this Report our audited consolidated financial statements for the years ended December 31, 2014 and 2013. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In addition, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in “Forward Looking Statements,” and elsewhere in this Report.

The following management’s discussion and analysis is intended to assist in understanding the principal factors affecting our results of operations, liquidity, capital resources and contractual cash obligations. This discussion should be read in conjunction with our consolidated financial statements which are incorporated by reference herein, information about our business practices, significant accounting policies, risk factors, and the transactions that underlie our financial results, which are included in various parts of this filing.

For ease of presentation in the following discussions of “Comparison of Results” and “Liquidity and Capital Resources”, we round dollar amounts to the nearest thousand dollars (other than average prices per barrel and per share amounts).

Overview of Business

We operate two segments in our business including an oil and gas exploration, development and production company and a trucking services company.

Our oil and gas property interests are located in the United States (in the Piqua region of the State of Kansas). In April 2015, the Company acquired Black Diamond Energy Holdings LLC, a Delaware limited liability company (“Black Diamond”), which is a wholly owned and consolidated subsidiary of the Company. Black Diamond is a trucking and oil and gas services company that operates in North Dakota.

Subsequent to September 30, 2015, the Company sold its remaining oil and gas properties and no longer participates in oil and gas producing activities. As of issuance date of the consolidated financial statements, the Company has only trucking-operating activities in North Dakota.

Our business focus for Black Diamond, the trucking/crude oil hauling company (our wholly owned subsidiary in North Dakota) is to grow the base of our customers and increase revenue and operating income as a result, while growing the number of barrels hauled with existing customers. We are aggressively pursuing new business models and avenues to generate revenue and enhance the existing business model used by Black Diamond.

In addition to the trucking/crude hauling business, management’s plans and intentions are to acquire other oil and gas service companies in the midstream.

On May 1, 2015, the Board of Directors approved an amendment to the Company’s Articles of Incorporation. The amendment removed restrictions which prohibited the holder of the Company’s Convertible Preferred Stock from converting and holding more than 19.99% of the Company’s outstanding common stock. Legend’s sole preferred stockholder converted its convertible perpetual preferred stock of 600 shares on that same date need to disclose resulting ownership of company to common stock totaling 600 million shares. The preferred stockholder now owns approximately 63% of the Company’s common stock.

Results of Operations

The following is a discussion of our consolidated results of operations, financial condition and capital resources. You should read this discussion in conjunction with our unaudited Consolidated Financial Statements and the Notes thereto contained elsewhere in this Form 10-Q. Comparative results of operations for the periods indicated are discussed below.

The following table sets forth certain of our oil and gas operating information for the three and nine months ended September 30, 2015, and September 30, 2014, respectively.

	Three Months Ended Sept 30,											Nine Months Ended Sept 30,
	2015			2014		$ Change			% Change			2015			2014		$ Change			% Change
Production Data :
Oil production (bbl)		2,118			2,991		(873	)		(29	)%		8,029			5,367		2,662			50	%
Average daily oil production (bbl/d)		23.53			33.23		(10	)		(29	)%		29.41			19.66		10			50	%
Natural gas production (mcf)		—			—		—			—			—			23,751		(23,751	)		—
Average daily natural gas production (mcf/d)		—			—		—			—			—			87.00		(87	)		—
Total BOE		2,118			2,991		(873	)		(29	)%		8,029			9,326		(1,297	)		(14	)%
Total BOE/d		23.53			33.23		(10	)		(29	)%		29.41			34.16		(5	)		(14	)%

Revenue Data:
Oil revenue ($)		81,843			217,868		(136,025	)		(62	)%		322,569			467,214		(144,645	)		(31	)%
Average realized oil sales price ($/bbl)		38.64			72.84		(34	)		(47	)%		40.18			87.05		(47	)		(54	)%
Gas revenue ($)		—			—		—			—			—			157,061		(157,061	)		—
Average realized gas sales price ($/mcf)		—			—		—			—			—			6.61		(7	)		—
Operating expenses:
Production expenses		115,780			73,413		42,367			58	%		398,826			262,923		135,903			52	%
Average production expenses ($/boe)		54.66			24.54		30.12			1.23			49.67			28.19		21			76	%

Operating Margin ($/boe)		(16.02	)		48.30		(64	)		(133	)%		(9.50	)		38.75		(48	)		(125	)%

Depreciation, depletion, and amortization		250,984			64,000		186,984			292	%		526,405			295,235		231,170			78	%

* Oil and natural gas were combined by converting natural gas to oil equivalent on the basis of 6 mcf of gas = 1 boe.

Production and Revenue

Revenues

	Three Months Ended Sept 30,										Nine Months Ended Sept 30,
	2015		2014		$ Change			% Change			2015		2014		$ Change			% Change
Product revenues:
Crude oil sales	$	81,843	$	217,868		(136,025	)		(62	)%	$	322,569	$	467,214		(144,645	)		(31	)%
Natural Gas		—		—		—			—			—		157,061		(157,061	)		—
Service revenues		1,148,708		—		1,148,708			0	%		3,474,466		—		3,474,466			—
Product revenues	$	1,230,551	$	217,868		(136,025	)		(62	)%	$	3,797,035	$	624,275		3,172,760			508	%

The decrease in oil revenue is largely due to the sale of the Piqua and McCune oil and gas properties in the first quarter of 2015. Natural gas revenue decreases were due to asset sales and the production of the Company’s properties being solely oil in the nine months ended September 30, 2015. The increase in service revenues was due to acquisition of Black Diamond.

Production

	Three Months Ended Sept 30,										Nine Months Ended Sept 30,
	2015		2014		Change			% Change			2015		2014		Change			% Change
Sales Volume :
Crude Oil(bbl)		2,118		2,991		(873	)		(29	)%		8,029		5,367		2,662			50	%
Total BOE		2,118		2,991		(873	)		(29	)%		8,029		9,326		(1,297	)		(14	)%

* Oil and natural gas were combined by converting natural gas to oil equivalent on the basis of 6 mcf of gas = 1 boe.

The decrease in oil volumes is largely due to both the oil and gas property sales in the three-month period ended March 31, 2015, as well as the asset sales in Canada in the third quarter of 2014. Natural gas volume decreases were due to asset sales, as well as lower production in key areas in Canada such as Berwyn.

Commodity Prices Realized

	Three Months Ended Sept 30,										Nine Months Ended Sept 30,
	2015		2014		Change			% Change			2015		2014		Change			% Change
Sales Price:
Crude Oil($/bbl)	$	39	$	72.84	$	(34.20	)		(47	)%	$	40	$	87		(47	)		(54	)%

The average price per barrel received by Legend during the third quarter of 2015 was $40, down from $87 in the same period of 2014, reflective of the prices the Company receives in the Kansas area and the global decline in oil prices.

Production Expenses

Production expenses increased on an absolute basis to $398,826 in the third quarter of 2015 from $262,923 in the third quarter of 2014. The increase in production expenses was due to operational issues that arose in the first quarter of 2015, related to freezing weather conditions and our need to repair and maintain certain wells to place them back into production. Production expenses consist of day-to-day operational expenses for production of oil and maintenance and repair expenses for the wells and property.

General and Administrative Expenses

For the three months ended September 30, 2015, general and administrative expenses decreased to $337,211 as compared to $2,389,630 for the three months ended September 30, 2014. In 2014, the Company recognized approximately $350,000 of non-cash charges and professional fees related to the deconsolidation and bankruptcy of our Canadian subsidiary. In addition, the Company incurred approximately $111,000 in stock compensation expense during the three months ended September 30, 2014 which was $0 for the three months ended September 30, 2015. The remaining decrease in general and administrative expenses was resulted from the decrease in salary and other professional expenses in 2015.

For the nine months ended September 30, 2015, general and administrative expenses decreased to $3,475,403 as compared to $3,719,589 for the nine months ended September 30, 2014. The decrease was mainly because the Company recognized approximately $350,000 of non-cash charges in 2014.

Depletion, Depreciation, Amortization and Impairment

The Company incurred $250.984 for depreciation, depletion, and amortization for the three months ended September 30, 2015 ($64.000 for the same period during 2014), reflective of the acquisition and consolidation of Black Diamond. Depreciation, depletion and amortization for the nine months ended September 30, 2015 is $526,405 ($263,512 for the same period during 2014). The Company also incurred $452,277 and $580,649 in non-cash impairment charges during the nine-month period ended September 30, 2015 and 2014, respectively.

Accretion Expense

For the three months ended September 30, 2015 the Company had accretion expense of $13,328 ($0 in third quarter 2014) related to the Company’s asset retirement obligations. For the nine months ended September 30, 2015 accretion was $18,113 compared to $31,723 in 2014. The reduction in accretion expense is consistent with the level of asset retirement obligations during the periods, other than any impairment.

Interest expense

Interest expense was $430,765 for the three months ended September 30, 2015 ($265,988 in third quarter 2014). For the nine months ended September 30, 2015, interest expense is $1,134,296, compared to $1,605,226 in 2014 for the corresponding period. Interest expense for the periods presented are principally the result of interest expense accrued on both convertible and other term debt, as well as amortization of original issue discounts.

Net Loss

The Company recorded net loss of $946,130 for the three months ended September 30, 2015, as compared to the net income of $292,427 for the three months ended September 30, 2014. The changes between the years are principally due certain noncash income as a result of the Canadian deconsolidation.

The Company recorded net loss of $11,728,208 for the nine months ended September 30, 2015, as compared to the net loss of $1,428,062. The change is primarily due to recognition of the non-cash change in fair value of embedded derivative liabilities.

Liquidity and Capital Resources

Liquidity

We have incurred net operating losses and operating cash flow deficits over the last two years, continuing through 2015. We are in the early stages of acquisition and development of certain oil and gas leaseholds, have acquired a crude oil hauling company in North Dakota, and we have been funded primarily by a combination of equity issuances and borrowings under loan agreements and to a lesser extent by operating cash flows, to execute our business plan. On April 3, 2015, we acquired Black Diamond, which is a last mile oil trucking/hauling business. Black Diamond operated in a cash flow positive manner during April and May 2015. However, due to well maintenance at our major customer, our revenue for June declined unexpectedly, resulting in negative operating cash flows. However, management believes that based on various cost reductions put in place during July 2015, as well as increased and normalized revenue as well as cash flows that commenced in August 2015, will result positively at Black Diamond adding to the Company’s overall cash flow availability assisting in funding overall corporate operations. If volumes and revenue do not continue consistent with the current rates of August 2015, we may be at break-even rates or lower, depending on hauling volumes and revenue. Should this be the case, we would require additional operating funding in amounts which are not yet determinable. At September 30, 2015, we had cash and cash equivalents totaling $567,266.

Our operating costs have been further streamlined in August 2015, to levels we believe will effectively operate our business. We expect our additional cash requirements over the next 12 months to be approximately $3.2 million, including the repayment of the note to Sher Trucking, and normal corporate general and administrative expenses.

However, should the Company seek additional financing to fund operations, such financings may not be available and the terms of the financing may only be available on unfavorable terms.

On October 22, 2015, the Company consummated a Securities Exchange Agreement with Hillair pursuant to which it issued 9,643 shares of Series B Convertible Preferred Stock (the “Series B Preferred Shares”) with conversion price of $0.03 in exchange for the cancellation of debentures held by Hillair with a total face value of $9,643,700 (the “Exchanged Debentures”).

On the same date, the Company issued a promissory note to Hillair in the principal amount of $1,928,740 with respect to prepayment penalties due to Hillair under the terms of the Exchanged Debentures. The principal amount of the note, together with interest at eight percent (8%) per annum was due on November 30, 2015. This note was discharged on October 28, 2015, in connection with the sale of the Company's Kansas oil drilling leases and accompanying personal property described below. The Company will record additional interest expense for the carrying value of the note for its prepayment penalty.

These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that could result should the Company be unable to continue as a going concern.

The following table summarizes our cash flows from continuing operations for the nine months ended September 30, 2015 and 2014, respectively:

	For the Nine Months Ended September 30,
	2015			2014
Net cash flows from operating activities	$	(2,231,800	)	$	(4,064,813	)
Net cash flows from investing activities		(451,069	)		243,475
Net cash flows from financing activities		2,548,287			5,033,916
Effect of exchange rate changes		—			110,586
Net change in cash during period	$	(134,582	)	$	1,323,164

Cash from Operating Activities

Cash used in operating activities was $2,231,800 for the nine months ended September 30, 2015, as compared to $4,064,813 in the nine months ended September 30, 2014. The increase in cash used in operating activities is due to significant expenses that resulted from the Black Diamond acquisition. Such operating costs include professional fees totaling approximately $285,000, compensation costs of over $425,000 for both the Company and Black Diamond, brokerage fees of approximately $225,000, a legal settlement of $105,000 with the former President and Chief Operating Officer, other costs as a result of our acquisition of Black Diamond, as well as other general and administrative expenses we incurred during the quarter ended September 30, 2015.

Cash from Investing Activities

Cash (used in) provided from investing activities for the nine months ended September 30, 2015 was ($451,069) as compared to $243,475 during the nine months ended September 30, 2014. The cash flows used in investing activities for 2015 include cash received from the sale of two oil and gas properties in the first quarter of approximately $1.7 million, acquisition of fixed assets of approximately $487,000, net cash paid for the purchase of Black Diamond of approximately $1.5 million, and costs incurred of approximately $585,000 for the development of oil and gas properties.

Cash from Financing Activities

Total net cash provided by financing activities was $2,548,287 for the nine months ended September 30, 2015, consisting of repayment of bank debt, offset by proceeds of notes payable to Hillair. Total net cash from financing activities in the nine months ended September 30, 2014 was $5,033,916. The Company issued convertible debt and short-term debt of approximately $3.5 million during the nine months ended September 30, 2015.

Credit Facility

Currently, the Company does not have any credit facilities with available funds.

Planned Capital Expenditures

As funds allow, we plan to resume our drilling program on the Kansas properties.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 4

CONTROLS AND PROCEDURES

Changes in Internal Controls Over Financial Reporting

Our management evaluated, with the participation of our President and our 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 not 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.

Such conclusion was reached based on the following material deficiencies noted by management:

a) We have a lack of segregation of duties due to the small size of the Company.

b) Lack of controls that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of the Company’s assets that could have a material effect on the financial statements.

c) In approximately June 2014, the Company hired a Chief Restructuring Officer, now the Chief Executive Officer (CEO), as well as a new Chief Financial Officer (CFO). In their work with the Company since their commencing service, they identified multiple material weaknesses in internal control by prior management, and have been working to cure those deficiencies. The CEO and CFO expect that any material weaknesses in internal control will be mitigated by December 31, 2015.

Management has hired a corporate Controller and is integrating the accounting and administrative staff of Black Diamond/Maxxon, which is expected to significantly enhance internal control for the Company.

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 nine months ended September 30, 2015, 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 controls 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.

PART II - OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

None.

ITEM 1A

RISK FACTORS

No material changes.

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In May 2015, Hillair converted 600 shares of preferred stock into 600 million shares of the Company's common stock.

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4

CONTROLS AND PROCEDURES

None.

ITEM 5

OTHER INFORMATION

On November 16, 2015, the Company, through action of its independent board member, entered into amended and restated letter agreements with the following officers of the Company:

CHIEF EXECUTIVE OFFICER

The material terms of the amended and restated letter agreement between Northpoint Energy Partners, Ltd., of which Andrew Reckles, Chief Executive Officer of the Company, of which Mr. Reckles is the Managing Partner, include the following:

	·	One year term.

	·	Base compensation of $20,000 per month for Mr. Reckles’ CEO services.

	·	Reimbursement, on a monthly basis, of his out-of-pocket costs and expenses to obtain health insurance policy coverage for himself and his wife that is satisfactory to Mr. Reckles payable monthly by the Company provided, however, that the maximum amount payable by the Company to Mr. Reckles in connection therewith shall not exceed $1000 per month;

	·	Starting in calendar year 2015, an annual bonus (“annual bonus”) payable either in common stock of the Company or cash or a combination thereof, at the option of the BOD in the amount of or having a value equal to up to 50% of Mr. Reckles’ Base Compensation at the time; annual bonuses shall be based on performance criteria to be determined by the Board; any annual bonus shall be accrued and earned monthly throughout the Calendar year, but will be payable on February 1^st of the year following the year in which the bonus is earned.

	·	Beginning October 1^st, 2015, the Company shall provide a Company vehicle to Northpoint for Mr. Reckles’ use.

	·	Beginning October 1^st, 2015, the Company shall provide a two week annual paid vacation to Mr. Reckles. The vacation shall be paid for by the company up to a total of $20,000.

	·	“Change in Control” bonus. In the event of a change in control as defined in the agreement, Mr. Reckles is entitled to receive a one time bonus, in cash, equal to 150% of his Base Compensation plus his to date accrued but unearned annual bonus.

	·	EBITDA bonus. Should the Company achieve EBITDA in any quarter of $350,000 or greater, then Mr. Reckles shall be entitled to a cash bonus equal to $25,000.00.

	·	Transaction Bonus. Should the Company acquire any other company or be acquired by another company during the term of this agreement, the CEO shall receive a bonus equal to 2% of the value of the transaction. The bonus may be paid in cash or in stock of the Company at the option of the Board.

Additionally, Mr. Reckles forgave bonuses of $478,333 that were due to him under Northpoint’s prior letter agreement.

PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY/TREASURER

Warren S. Binderman, President, Chief Financial Officer and Secretary/Treasurer, entered into an amended and restated letter agreement (the “Agreement”) which provides for the following:

	·	Two year term.

	·	Base compensation of $20,000 per month for Mr. Binderman’s services

	·	Commencing with the work to be performed on the 2015 year end Form 10-K (expected to be on or around January 15, 2016) the Company will pay Binderman an initial bonus of $25,000. Further, upon filing the 10-K on a timely basis, including extensions allowable by the SEC via filing of NT-10K, a bonus payment of $25,000 will be paid to Binderman.

	·	Starting in calendar year 2015, an annual bonus (“annual bonus”) payable either in common stock of the Company or cash or a combination thereof, at the option of the BOD in the amount of or having a value equal to up to 50% of Mr. Binderman’s Base Compensation at the time; annual bonuses shall be based on performance criteria to be determined by the Board; any annual bonus shall be accrued and earned monthly throughout the Calendar year, but will be awarded and will be payable on February 1^st of the year following the year in which the bonus is earned.

	·	Effective November 1, 2014, payment of $1,000, on a monthly basis deemed to be for Mr. Binderman and/or his family’s health insurance policies;

	·	Beginning October 1^st, 2015, the Company shall provide a car for Mr. Binderman for his use.

	·	Beginning October 1^st, 2015, the Company shall provide for an annual two week paid vacation for Mr. Binderman. The vacation shall be paid for by the Company in amounts not to exceed $15,000.

	·	“Change in Control” bonus. In the event of a change in control as defined in the agreement, Mr. Binderman is entitled to receive a one time bonus, in cash, equal to 150% of his Base Compensation plus his to date accrued but unearned annual bonus.

Additionally, Mr. Binderman forgave a bonus of $322,000 that was due to him under his prior letter agreement.

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 Report 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LEGEND OIL AND GAS, LTD.

Dated: November 20, 2015	By:	/s/ Andrew Reckles
		Andrew Reckles
		Chief Executive Officer


Dated: November 20, 2015	By:	/s/ Warren S. Binderman, CPA
		Warren S. Binderman, CPA
		Chief Financial Officer and Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description	Location

10.1	Letter Agreement dated November 16, 2015, between the Company and Northpoint Energy Partners, LLC, with respect to the engagement of Andrew Reckles as Chairman and Chief Executive Officer of the Company.	Filed herewith.

10.2	Letter Agreement dated November 16, 2015, between the Company and Binderman Group, LLC, with respect to the engagement of Warren S. Binderman as President, Chief Financial Officer and Board Secretary/Treasurer of the Company.	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.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

Legend Oil and Gas, Ltd. 10-Q

Exhibit 10.1

November 16, 2015

Legend Oil and Gas, Ltd.

555 North Point Center E.

Suite 400

Alpharetta, GA 30022

Gentlemen:

This letter agreement (the “Agreement”) amends the prior letter Agreement dated September 2015, and sets forth the understanding between Northpoint Energy Partners, LLC (‘Northpoint”) and Legend Oil & Gas, Ltd. and its affiliated entities (collectively, the “Company”) for the engagement of Andrew Reckles, Managing Partner of Northpoint, to serve as Chairman of the Board and chief executive officer of the Company (“Mr. Reckles” or the “CEO”) during the term hereof. This Agreement shall be effective on the date that it is executed by you in the space provided for your signature below.

I. APPOINTMENT OF CHIEF EXECUTIVE OFFICER

Northpoint will continue to provide Mr. Reckles services as CEO of the Company subject to the terms and conditions of this amended Agreement.

II. TERM

The term of Mr. Reckles appointment shall be effective on this date and shall be twelve (12) months from and after the date hereof (the “Employment Term”) unless sooner terminated as more fully provided in Section V hereof. Each twelve-month period of the Employment Term beginning on the date hereof shall be hereinafter referred to as an “Employment Year”.

III. SCOPE AND LOCATION OF SERVICES

Mr. Reckles’ ordinary course duties as CEO will involve managing the Company’s day to day business affairs and he shall have such duties, authority and responsibility as shall be determined and are assigned to him by the Board of Directors of the Company (the “Board”), which duties, authority and responsibility are consistent with the position of CEO. During the Employment Term, Mr. Reckles shall also serve as Chairman of the Board. During the Employment Term, Mr. Reckles shall devote such time as is necessary to perform such duties and responsibilities but shall be free to engage in any other business, profession or occupation for compensation or otherwise so long as same will not conflict or interfere with the performance of such duties and responsibilities. The CEO shall perform his duties and responsibilities hereunder either at the offices of the Company or Northpoint or such other place as is convenient to the CEO.

IV. FEES AND EXPENSES

Amended Base Compensation

As base compensation (“Base Compensation”) for the CEO’s services, the Company shall pay the CEO a non-refundable fee of $20,000 per month payable in advance on the date hereof and each successive monthly anniversary date of this Agreement.

It is currently understood and agreed, that as of the date of this Amended letter agreement, that Northpoint is owed, from deferred bonuses and banking fees earned since June of 2014, and that the Company has accrued on its audited financial statements an amount equal to $778,333. It is hereby understood, that with the exception of the “annual bonus” for 2015, Northpoint will, with the execution of this amended agreement, waive all other accrued fees and bonuses.

Additional Compensation.

In addition to the Base Compensation the CEO will receive additional compensation (the “Additional Compensation”) as follows:

(1) reimbursement, on a monthly basis, of his out-of-pocket costs and expenses to obtain health insurance policy coverage for himself and his wife that is satisfactory to Mr. Reckles payable monthly by the Company provided, however, that the maximum amount payable by the Company to Mr. Reckles in connection therewith shall not exceed $1000 per month;

(2) Starting in calendar year 2015, an annual bonus (“annual bonus”) payable either in common stock of the Company or cash or a combination thereof, at the option of the BOD in the amount of or having a value equal to up to 50% of your Base Compensation at the time; annual bonuses shall be based on performance criteria to be determined by the Board; any annual bonus shall be accrued and earned monthly throughout the Calendar year, but will be payable on February 1^st of the year following the year in which the bonus is earned. The annual bonus is accrued and earned monthly for each month of service performed in the Calendar year and is to be paid to Mr. Reckles pursuant to the “Termination” section below and

(4) beginning October 1^st, 2015, the Company shall provide a Company vehicle to Northpoint for Mr. Reckles’ use.

(5) beginning October 1^st, 2015, the Company shall provide a two week annual paid vacation to Mr. Reckles. The vacation shall be paid for by the company up to a total of $20,000.

(6) “Change in Control” bonus. In the event of a change in control as defined below, Mr. Reckles is entitled to receive a one time bonus, in cash, equal to 150% of his Base Compensation PLUS his to date accrued but unearned annual bonus.

(7) EBITDA bonus. Should the Company achieve EBITDA in any quarter of $350,000 or greater, the CEO shall be entitled to a cash bonus equal to $25,000.00.

(8) Transaction Bonus. Should the Company acquire any other company or be acquired by another company during the term of this agreement, the CEO shall receive a bonus equal to 2% of the value of the transaction. The bonus may be paid in cash or in stock of the Company at the option of the Board.

Out-Of-Pocket Expenses

The Company shall pay directly or reimburse the CEO, upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with this Agreement and the engagement hereunder, including, but not limited to, travel, lodging, postage, computer and research charges, attorneys’ fees, messenger services, telephone and facsimile services and other charges customarily recoverable as out-of-pocket expenses. In addition, the Company shall pay to Northpoint or Mr. Reckles its or his reasonable legal fees incurred in negotiating and drafting this Agreement.

V. Termination

Termination of Employment.

The Employment Term and the CEO’s employment hereunder may be terminated by Company and the CEO at any time upon mutual agreement of the Company and the CEO or by the CEO or the Company as provided in this Section V. Except as hereinafter provided in this Section V, upon termination of the CEO’s employment during the Employment Term, the CEO shall be entitled to the compensation and benefits described in Section IV hereof through the Termination Date.

Expiration of the Term for Cause or Without Good Reason.

The CEO’s employment hereunder may be terminated by the Company for “Cause”, as such term is hereinafter defined, or by the CEO without “Good Reason”, as such term is hereinafter defined. If the CEO’s employment is terminated by the Company for Cause or by the CEO without Good Reason, the CEO shall be entitled to receive: (i) any accrued but unpaid Base Compensation which shall be paid on the “Termination Date”, as hereinafter defined, within one (1) week following the Termination Date; (ii) any earned but unpaid Annual Bonus with respect to any completed calendar/fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment provided; and (iii) reimbursement for unreimbursed business expenses properly incurred by the CEO including, without limitation, health insurance costs as provided in Section IV hereof. For purposes of this Agreement, “Cause” shall mean:

(1)

the CEO’s willful failure to perform his duties and responsibilities (other than any such failure resulting from incapacity due to physical or mental illness);

(2)

the CEO’s willful failure to comply with any valid and legal directive of the Board;

(3)

the CEO willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to the Company;

(4)

the CEO’s embezzlement, misappropriation or fraud related to the CEO’s employment with the Company;

(5)

the CEO’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude[, if such felony or other crime is work-related, materially impairs the CEO’s ability to perform services for the Company or results in material/reputational or financial harm to the Company; or

(6)

the CEO’s willful unauthorized disclosure of “Confidential Information”, as hereinafter defined.

For purposes of this provision, no act or failure to act on the part of the CEO shall be considered “willful” unless it is done, or omitted to be done, by the CEO in bad faith or without reasonable belief that the CEO’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the CEO in good faith and in the best interests of the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Employment Term without the CEO ‘s written consent: (i) any material breach by the Company of any material provision of this Agreement including, without limitation, failure to pay the CEO any of the Base Compensation or Additional Compensation provided for herein within five (5) business days of the due date thereof and a material, adverse change in the CEO’s authority, duties or responsibilities (other than temporarily while the CEO is physically or mentally incapacitated or as required by applicable law and (ii) any Change in Control. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following: (x) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more 50% of the voting power of the stock of the Company; (y) the sale of all or substantially all of the Company’s assets; or (z) the merger or consolidation of the Company with another person, firm or entity that is not currently an affiliate of the Company.

Without Cause or for Good Reason.

The Employment Term and the CEO’s employment hereunder may be terminated by the CEO for Good Reason or by the Company without Cause. In the event of such termination, the CEO shall be entitled to receive one full year’s worth of the Base Compensation and Additional Compensation provided for in Section IV hereof just as if the CEO had been employed for one full year beyond the termination date.

Death or Disability.

The CEO’s employment hereunder shall terminate automatically upon the CEO’s death during the Employment Term, and the Company may terminate the CEO s employment on account of the CEO’s Disability. If the CEO’s employment is terminated during the Employment Term on account of the CEO’s death or Disability, the CEO (or the CEO’s estate and/or beneficiaries, as the case may be) shall be entitled to receive all of the Base Compensation and Additional Compensation that would have accrued and be payable to the CEO for the Employment Year in which his death or disability occurred. For purposes of clarification, any Annual Bonus for the Employment Year in which the CEO’s death or disability may occur shall be prorated to the date of death or disability. For purposes of this Agreement, “Disability” shall mean the CEO’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day. Any question as to the existence of the CEO’s Disability as to which the CEO and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the CEO and the Company. If the CEO and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the CEO shall be final and conclusive for all purposes of this Agreement.

Notice of Termination.

Any termination of the CEO’s employment hereunder by the Company or by the CEO during the Employment Term (other than termination pursuant to Section IV.D. on account of the CEO’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section X.J. hereof. The Notice of Termination shall specify: (i) the termination provision of this Agreement relied upon; (ii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the CEO’s employment under the provision so indicated; and (iii) the applicable Termination Date.

VI. CONFIDENTIALITY

The CEO agrees to keep confidential all information obtained from the Company, and the CEO will not disclose to any other person or entity, or use for any purpose other than specified herein, any information pertaining to the Company or any affiliate thereof, which is either non-public, confidential or proprietary in nature (“Information”) that he obtains or is given access to during the performance of his duties and responsibilities hereunder. The foregoing is not intended to nor shall it be construed as prohibiting the CEO from disclosure pursuant to valid subpoena, order or other legal compulsion, but the CEO shall not encourage, suggest, invite or request, or assist in securing, any such subpoena, court order, or other legal compulsion, and the CEO shall immediately give notice of any such subpoena, court order, or legal compulsion to the Company. Furthermore, the CEO may make reasonable disclosure of Information to third parties to the extent necessary in connection with his performance of the his duties and responsibilities hereunder. In addition, the CEO shall have the right to disclose to others in the normal course of business his involvement with the Company.

Information includes data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs, source or object codes, results, models or any work product relating to the business of the Company, its subsidiaries, distributors, affiliates, vendors, customers, employees, contractors and consultants.

VII. INDEMNIFICATION, ADVANCEMENT AND EXCULPATION

The Company agrees to indemnify, provide advancement to, and hold harmless Northpoint and the CEO and each of their respective partners, employees and agents (the “Indemnified Persons”), to the fullest extent lawful, from and against any claims, liabilities, losses, damages and expenses (or any action, claim, suit or proceeding (an “Action”) in respect thereof), as incurred, related to or arising out of or in connection with the CEO’s services (whether occurring before, at or after the date hereof) under the Agreement or any Indemnified Person’s role in connection therewith, whether or not resulting from an Indemnified Person’s negligence (“Losses”), provided, however, that the Company shall not be responsible for any Losses that arise out of or are based on any action of or failure to act by the CEO to the extent such Losses are determined, by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from the CEO’s gross negligence or willful misconduct.

The Company agrees to reimburse and provide advancement to the Indemnified Persons for all expenses (including, without limitation, fees and expenses of counsel), including all costs and expenses (including expenses of counsel) incurred by an Indemnified Person to enforce the Indemnified Person’s rights hereunder, as they are incurred in connection with investigating, preparing, defending or settling any Action for which indemnification, advancement or contribution has or is reasonably likely to be sought by the Indemnified Person, whether or not in connection with litigation in which any Indemnified Person is a named party; provided that if any such reimbursement is determined by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from the CEO’s gross negligence or willful misconduct, such Indemnified Person shall promptly repay such amount to the Company. The Company agrees that the CEO shall not have any personal liability to the Company for monetary damages for breach of fiduciary duty, provided that this limitation shall not eliminate or limit the liability of the CEO: (i) for any breach of the CEO’s duty of loyalty to the Company, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the CEO received an improper personal benefit. Notwithstanding the provisions hereof, the aggregate contribution of all Indemnified Persons to all Losses shall not exceed the amount of Base Compensation actually received by the CEO with respect to the services rendered pursuant to the Agreement.

In addition to the foregoing indemnification, advancement, and contribution rights, the Company agrees that the CEO will be entitled to the benefit of the most favorable indemnities provided by the Company to its other officers and directors, whether under the Company’s by-laws, certificates of incorporation, by contract or otherwise. The Company further agrees that it will include and cover the CEO under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company agrees to maintain D&O insurance coverage for the CEO for a period of not less than three (3) years following the date of termination of the CEO’s service under this Agreement. In the event that the Company is unable to include the CEO under the Company’s D&O insurance policies or if the Company’s D&O policies do not have first dollar coverage in effect for at least the first $3,000,000, it is agreed that the CEO is permitted to purchase a separate policy for D&O insurance that covers only the CEO and invoice the Company for the costs associated with such policy as an out-of-pocket expense reimbursement under this Agreement. If the CEO is unable to purchase such coverage, then the CEO shall have the right to terminate this Agreement upon notice to the Company.

The Company agrees that it will not settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate any pending or threatened Action in respect of which indemnification, advancement, or contribution may be sought hereunder (whether or not any Indemnified Person is a party to such Action) unless the CEO has given his prior written consent, or the settlement, compromise, consent or termination (i) includes an express unconditional release of such Indemnified Person from all Losses arising out of such Action and (ii) does not include any admission or assumption of fault on the part of any Indemnified Person.

Notwithstanding anything in Section V of this Agreement to the contrary or inconsistent herewith, the provisions of this Section VII shall survive termination of this Agreement for whatever reason and regardless of which party terminates this Agreement.

VIII. DISCLOSURES

The CEO is not aware of any business relationship he has that creates a potential or actual conflict of interest with respect to the Company. Although the CEO is not aware of any relationships that connect him to any party in interest, because the CEO serves clients on a national basis, it is possible that the CEO may have or will render services to or have business associates with other entities which had or have relationships with the Company.

IX. REPRESENTATIONS

By the Company.

The Company represents and warrants to the CEO that it has taken all necessary corporate and other action necessary for it to enter in to this Agreement and to enable the CEO to perform his duties and responsibilities hereunder. Further, the Company represents and warrants to the CEO that this Agreement, when executed by you and the undersigned is a valid and binding agreement on the part of the Company enforceable in accordance with its terms.

By the CEO

The CEO represents and warrants to the Company that his acceptance of employment with the Company and the performance of his duties and responsibilities hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party or is otherwise bound.

X. GENERAL

Complete Agreement

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any other prior communications, understandings and agreements (both written and oral) between the parties with respect to the subject matter hereof.

Amendments

This Agreement may be modified, amended or supplemented only by a written agreement between the parties hereto. The CEO will not be responsible for performing any services not specifically described in this Agreement or in a subsequent writing signed by the parties.

Governing Law

This Agreement and all controversies arising from or related to the performance hereunder shall be governed by, and construed in accordance with, the laws of the State of Colorado, without giving effect to such State’s conflicts of law principles.

Severability

If any portion of this Agreement shall be determined to be invalid or unenforceable, the parties agree that the remainder shall be valid and enforceable to the maximum extent possible.

Sole Benefit

This Agreement has been and is made solely for the benefit of the Company, Northpoint and the CEO and their respective successors and assigns, and no other person or entity shall acquire or have any right under or by virtue of this Agreement.

Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

No Waivers

Each party agrees that no failure or delay by the other party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Captions.

Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

Counterparts.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

Notices

All notices required or permitted to be delivered under this Agreement shall be sent, if to the CEO, to the attention of the CEO, and if to the Company, to the attention of Marshall Diamond Goldberg. All notices under this Agreement shall be sufficient if delivered by facsimile, electronic mail, or overnight courier. Any notice shall be deemed to have been given only upon actual receipt. Mailed notices shall be addressed as set forth below, or to such other name or address as may be given in writing to the other party.

	To the CEO:	Northpoint Energy Partners. LLC
		555 North Point Center East
		Alpharetta, GA 30022
		Attn: Andrew Reckles
		Facsimile:
		Email: andy@northpointep.com

	To the Company:	Legend Oil and Gas, Ltd.
		555 North Point Center East, Ste. 401
		Alpharetta, GA 30022
		Attn: Warren Binderman
		Facsimile:(678) 608-2565
		Email: wbinderman@bindermanllc.com

Please confirm the foregoing is in accordance with your understanding by signing and returning a copy of this Agreement.

	Sincerely,

	Northpoint Energy Partners, LLC


	By:
	Name:	Andrew Reckles
	Title:	Managing Partner

AGREED AND ACKNOWLEDGED:

Legend Oil and Gas, Ltd.


By:
Name:	Warren S. Binderman
Title:	President
Dated:

Legend Oil and Gas, Ltd. 10-Q

Exhibit 10.2

November 16, 2015

Binderman Group, LLC

Mr. Warren S. Binderman, CPA

2090 Dunwoody Club Drive

Suite 106-215

Atlanta, Georgia 30350

Dear Warren:

This Amended letter agreement (the “Agreement”) amends the prior letter agreement dated December 3, 2014, and sets forth the understanding between Legend Oil & Gas, Ltd. (the “Company”) and you regarding the Company contracting with you, through the Binderman Group, LLC, to serve as President, Chief Financial Officer, and Board Secretary/Treasurer Officer of the Company during the term hereof. This Agreement shall be effective on the date that it is executed by you in the space provided for your signature below.

APPOINTMENT OF PRESIDENT, CHIEF FINANCIAL OFFICER, AND BOARD SECRETARY/TREASURER OFFICER

The Company affirms that it has appointed you to serve as President, Chief Financial Officer, and Board Secretary/Treasurer Officer, subject to the terms and conditions of this Agreement, with the title, compensation and other descriptions set forth herein.

II.

TERM

The term of your appointment shall be effective on this date and shall be twenty four (24) months from and after the date hereof (the “Term”) unless sooner terminated as more fully provided in Section V hereof. Each twelve-month period of the Term beginning on the date hereof shall be hereinafter referred to as a “Contract Term”.

III.

SCOPE AND LOCATION OF SERVICES

Your ordinary course duties as President, Chief Financial Officer, and Board Secretary/Treasurer Officer will involve managing the Company’s day to operations as directed by the chief executive officer (CEO), as well as the accounting and finance operations and you shall have such duties, authority and responsibility as shall be determined and are assigned to you by the CEO of the Company, which duties, authority and responsibility are consistent with the position of President, Chief Financial Officer, and Board Secretary/Treasurer Office. Further, during the Term, you shall also serve as a member of the Board of Directors of the Company. Finally, during the Contract Term, you shall devote such time as is necessary to perform such duties and responsibilities. You shall perform your duties and responsibilities hereunder either at the offices of the Company, or other such locations as are appropriate to perform your specific functions.

IV.

FEES AND EXPENSES

Base Compensation

As base compensation (“Base Compensation”) for your services, the Company shall pay you $20,000 per month, payable once monthly. The Base Compensation shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the Base Compensation during the Term. However, the Base Compensation may not be decreased during the Term. For the purposes of this Agreement, you will serve as an independent contractor to the Company. All personal income tax responsibilities, both United States Federal and State will be borne by you, and you agree to indemnify the Company from classifying you as an independent contractor.

It is currently understood and agreed, that as of the date of this Amended letter agreement, that Mr. Binderman is owed, from amounts contractually earned, and that the Company has accrued on its financial statements a total amount due Binderman of $322,000, which, as of the date of this letter, has been forgiven by Binderman.

Additional Compensation.

In addition to the Base Compensation you will receive additional compensation (the “Additional Compensation”) as follows:

Commencing with the work to be performed on the 2015 year end Form 10-K (expected to be on or around January 15, 2016) the Company will pay Binderman an initial bonus of $25,000. Further, upon filing the 10-K on a timely basis, including extensions allowable by the SEC via filing of NT-10K, a bonus payment of $25,000 will be paid to Binderman.

Starting in calendar year 2015, an annual bonus (“annual bonus”) payable either in common stock of the Company or cash or a combination thereof, at the option of the BOD in the amount of or having a value equal to up to 50% of your Base Compensation at the time; annual bonuses shall be based on performance criteria to be determined by the Board; any annual bonus shall be accrued and earned monthly throughout the Calendar year, but will be awarded and will be payable on February 1^st of the year following the year in which the bonus is earned. The annual bonus is accrued and earned monthly for each month of service performed in the Calendar year and is to be paid to Mr. Binderman pursuant to the “Termination” section below.

Effective November 1, 2014, payment of $1,000, on a monthly basis deemed to be for you and/or your family’s health insurance policies;

Beginning October 1^st, 2015, the Company shall provide a car for Mr. Binderman for his use.

Beginning October 1^st, 2015, the Company shall provide for a two week paid vacation for Mr. Binderman. The vacation shall be paid for by the Company in amounts not to exceed $15,000.

“Change in Control” bonus. In the event of a change in control as defined below, Mr. Binderman is entitled to receive a one time bonus, in cash, equal to 150% of his Base Compensation PLUS his to date accrued but unearned annual bonus.

Out-Of-Pocket Expenses

The Company shall pay directly or reimburse you, upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with this Agreement and the engagement hereunder, including, but not limited to, travel, lodging, educational expenses for you to remain a CPA (including travel and lodging for such conferences as may be required), computer and research charges, attorneys’ fees, telephone and facsimile services and other charges customarily recoverable as out-of-pocket expenses. In addition, the Company shall pay you for your reasonable legal fees incurred in the review of this Agreement.

TERMINATION

Termination of Your Position.

The Term and your contracting with the Company hereunder may be terminated by the Company and you at any time upon mutual agreement of the Company and you or by you or the Company as provided in this Section V. Except as hereinafter provided in this Section V, upon termination of your appointment during the Term, you shall be entitled to the compensation and benefits described in Section IV hereof through the Termination Date.

Expiration of the Term for Cause or Without Good Reason.

Your appointment hereunder may be terminated by the Company for “Cause”, as such term is hereinafter defined, or by you with “Good Reason”, as such term is hereinafter defined. If your appointment is terminated by the Company for Cause or by you with Good Reason, you shall be entitled to receive: (i) any accrued but unpaid Base Compensation which shall be paid on the “Termination Date”, as hereinafter defined, within one (1) week following the Termination Date; (ii) any earned or accrued but unpaid Annual Bonus with respect to any completed calendar/fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment provided; and (iii) reimbursement for unreimbursed business expenses properly incurred by you including, without limitation, health insurance costs as provided in Section IV hereof. For purposes of this Agreement, “Cause” shall mean:

your willful failure to perform your duties and responsibilities (other than any such failure resulting from incapacity due to physical or mental illness);

your willful failure to comply with any valid and legal directive of the Board;

your willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to the Company;

your embezzlement, misappropriation or fraud related to your appointment with the Company;

your conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs your ability to perform services for the Company or results in material/reputational or financial harm to the Company; or

your willful unauthorized disclosure of “Confidential Information”, as hereinafter defined.

For purposes of this provision, no act or failure to act on your part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Term without your written consent: (i) any material breach by the Company of any material provision of this Agreement including, without limitation, failure to pay you any of the Base Compensation or Additional Compensation provided for herein within five (5) business days of the due date thereof and a material, adverse change in your authority, duties or responsibilities (other than temporarily while you are physically or mentally incapacitated or as required by applicable law), and (ii) any . For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following: (x) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the voting power of the stock of the Company; (y) the sale of all or substantially all of the Company’s assets; or (z) the merger or consolidation of the Company with another person, firm or entity that is not currently an affiliate of the Company.

Without Cause or for Good Reason.

The Term and your appointment hereunder may be terminated by you for Good Reason or by the Company without Cause. In the event of such termination, you shall be entitled to receive one full year’s worth of the Base Compensation and Additional Compensation provided for in Section IV hereof just as if your appointment hereunder had continued for one full year beyond the termination date.

Death or Disability.

Your appointment hereunder shall terminate automatically upon your death during the Term, and the Company may terminate your appointment on account of your Disability. If your appointment is terminated during the Term on account of your death or Disability, you (or your estate and/or beneficiaries, as the case may be) shall be entitled to receive all of the Base Compensation and Additional Compensation that would have accrued and be payable to you for the Contract Term in which your death or disability occurred. For purposes of clarification, any Annual Bonus for the year in which your death or disability may occur shall be prorated to the date of death or disability. For purposes of this Agreement, “Disability” shall mean your inability, due to physical or mental incapacity, to substantially perform your duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) days. Any question as to the existence of your Disability as to which you and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to you and the Company. If you and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and you shall be final and conclusive for all purposes of this Agreement.

Notice of Termination.

Any termination of your appointment hereunder by the Company or by you during the Term (other than termination pursuant to Section IV.D. on account of your death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section X.J. hereof. The Notice of Termination shall specify: (i) the termination provision of this Agreement relied upon; (ii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of your appointment under the provision so indicated; and (iii) the applicable Termination Date.

VI.

CONFIDENTIALITY

You agree to keep confidential all information obtained from the Company, and you will not disclose to any other person or entity, or use for any purpose other than specified herein, any information pertaining to the Company or any affiliate thereof, which is either non-public, confidential or proprietary in nature (“Information”) that you obtain or are given access to during the performance of your duties and responsibilities hereunder. The foregoing is not intended to nor shall it be construed as prohibiting you from disclosure pursuant to valid subpoena, order or other legal compulsion, but you shall not encourage, suggest, invite or request, or assist in securing, any such subpoena, court order, or other legal compulsion, and you shall immediately give notice of any such subpoena, court order, or legal compulsion to the Company. Furthermore, you may make reasonable disclosure of Information to third parties to the extent necessary in connection with your performance of your duties and responsibilities hereunder. In addition, you shall have the right to disclose to others in the normal course of business your involvement with the Company.

VII.

INDEMNIFICATION, ADVANCEMENT AND EXCULPATION

The Company agrees to indemnify, provide advancement to, and hold you harmless to the fullest extent lawful, from and against any claims, liabilities, losses, damages and expenses (or any action, claim, suit or proceeding (an “Action”) in respect thereof, as incurred, related to or arising out of or in connection with your services (whether occurring before, at or after the date hereof) under the Agreement, whether or not resulting from your negligence (“Losses”), provided, however, that the Company shall not be responsible for any Losses that arise out of or are based on any action of or failure to act by you to the extent such Losses are determined, by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from your gross negligence or willful misconduct.

The Company agrees to reimburse and provide advancement to you for all expenses (including, without limitation, fees and expenses of counsel), including all costs and expenses (including expenses of counsel) incurred by you to enforce your rights hereunder, as they are incurred in connection with investigating, preparing, defending or settling any Action for which indemnification, advancement or contribution has or is reasonably likely to be sought by you, whether or not in connection with litigation in which you are a named party; provided that if any such reimbursement is determined by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from your gross negligence or willful misconduct, you shall promptly repay such amount to the Company. The Company agrees that you shall not have any personal liability to the Company for monetary damages for breach of fiduciary duty, provided that this limitation shall not eliminate or limit the liability of you: (i) for any breach of your duty of loyalty to the Company, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which you received an improper personal benefit. Notwithstanding the provisions hereof, the aggregate contribution of you to all Losses shall not exceed the amount of Base Compensation actually received by you with respect to the services rendered pursuant to the Agreement.

In addition to the foregoing indemnification, advancement, and contribution rights, the Company agrees that you will be entitled to the benefit of the most favorable indemnities provided by the Company to its other officers and directors, whether under the Company’s by-laws, certificates of incorporation, by contract or otherwise. The Company further agrees that it will include and cover you under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company agrees to maintain D&O insurance coverage for you for a period of not less than three (3) years following the date of termination of your service under this Agreement. In the event that the Company is unable to include you under the Company’s D&O insurance policies or if the Company’s D&O policies do not have first dollar coverage in effect for at least the first $2,000,000, it is agreed that you are permitted to purchase a separate policy for D&O insurance that covers only you and invoice the Company for the costs associated with such policy as an out-of-pocket expense reimbursement under this Agreement. If you are unable to purchase such coverage, then you shall have the right to terminate this Agreement upon notice to the Company.

The Company agrees that it will not settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate any pending or threatened Action in respect of which indemnification, advancement, or contribution may be sought hereunder (whether or not you are a party to such Action) unless you have given your prior written consent, or the settlement, compromise, consent or termination (i) includes an express unconditional release of you from all Losses arising out of such Action, and (ii) does not include any admission or assumption of fault on your part.

VIII.

DISCLOSURES

You are not aware of any business relationship you have that creates a potential or actual conflict of interest with respect to the Company.

IX.

REPRESENTATIONS

By the Company.

The Company represents and warrants to you that it has taken all necessary corporate and other action necessary for it to enter in to this Agreement and to enable you to perform your duties and responsibilities hereunder. Further, the Company represents and warrants to you that this Agreement, when executed by you and the undersigned is a valid and binding agreement on the part of the Company enforceable in accordance with its terms.

By you.

You represent and warrant to the Company that your acceptance of your appointment as Executive Vice President, Chief Financial Officer, and Board Secretary/Treasurer with the Company and the performance of your duties and responsibilities hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which you are a party or are otherwise bound.

GENERAL

Amendments

This Agreement may be modified, amended or supplemented only by a written agreement between the parties hereto. You will not be responsible for performing any services not specifically described in this Agreement or in a subsequent writing signed by the parties.

Governing Law

This Agreement and all controversies arising from or related to the performance hereunder shall be governed by, and construed in accordance with, the laws of the State of Georgia without giving effect to such State’s conflicts of law principles.

Severability

If any portion of this Agreement shall be determined to be invalid or unenforceable, the parties agree that the remainder shall be valid and enforceable to the maximum extent possible.

Sole Benefit

This Agreement has been and is made solely for the benefit of the Company and you and our respective successors and assigns, and no other person or entity shall acquire or have any right under or by virtue of this Agreement.

Assignment

Neither party may assign or transfer its or his rights or obligations under this Agreement without the prior written consent of the other party.

No Waivers

Captions.

Counterparts.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

Notices

All notices required or permitted to be delivered under this Agreement shall be sent, if to you, to the attention of you, and if to the Company, to the attention of Warren Binderman. All notices under this Agreement shall be sufficient if delivered by facsimile, electronic mail, or overnight courier. Any notice shall be deemed to have been given only upon actual receipt. Mailed notices shall be addressed as set forth below, or to such other name or address as may be given in writing to the other party.

To you:	Warren S. Binderman
		2090 Dunwoody Club Drive, Ste. 106-215
		Atlanta, GA 30350
		Facsimile: (678) 608-2565
		Email: wbinderman@bindermanllc.com

To the Company:	Legend Oil and Gas, Ltd.
		555 North Point Center East, Ste. 410
		Alpharetta, GA 30022
		Attn: Andrew Reckles
		Email: andy@midconoil.com

Please confirm the foregoing is in accordance with your understanding by signing and returning a copy of this Agreement.

	Sincerely,

	Legend Oil and Gas, Ltd.

	By:
	Name:	Andrew Reckles on behalf of North Point Energy Partners, LLC
	Title:	CEO

	Dated:

AGREED AND ACKNOWLEDGED:

By:
Name:	Warren S. Binderman on behalf of Binderman Group, LLC

Dated:	November 16, 2015

Legend Oil and Gas, Ltd. 10-Q

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Andrew S. Reckles, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Legend Oil and Gas, Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Andrew S. Reckles	Date:	November 20, 2015
Andrew S. Reckles
Chief Executive Officer

Legend Oil and Gas, Ltd. 10-Q

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Warren S. Binderman, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Legend Oil and Gas, Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Warren S. Binderman, CPA	Date:	November 20, 2015
Warren S. Binderman, CPA
President, Chief Financial Officer and Principal Accounting Officer

Legend Oil and Gas, Ltd. 10-Q

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING 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

In connection with the quarterly report on Form 10-Q of Legend Oil and Gas, Ltd. (the “Company”) for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew S. Reckles, as Chief Executive Officer of the Company, and I, Warren S. Binderman, as President, Chief Financial Officer and Principal Accounting Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Andrew S. Reckles	Date:	November 20, 2015
Andrew S. Reckles
Chief Executive Officer


/s/ Warren S. Binderman, CPA	Date:	November 20, 2015
Warren S. Binderman, CPA
President, Chief Financial Officer and Principal Accounting Officer

The certifications filed under this Exhibit 32.1 are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Legend Oil and Gas, Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation by reference language contained in any such filing, except to the extent that Legend Oil and Gas, Ltd. specifically incorporates it by reference.