UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒

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

For the fiscal year ended December 31, ~~2015~~ 2016

☐

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

For the transition period from ____________ to ____________

Commission File Number: 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)		(I.R.S. Employer Identification No.)

555 North Point Center East, Suite 410, Alpharetta, Georgia, 30022

Alpharetta, Georgia, 30022

(Address of principal executive offices)

(678) 366-4587

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act None

~~None~~Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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. (Check one):


Large accelerated filer			Accelerated filer	☐

Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒

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

The aggregate market value of the voting common stock held by non-affiliates of the Company as of June 30, 2015, was approximately $192,600 based upon 96,299,769 shares held by such persons and the closing price of $0.002 per share on that date. Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded because these people may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination of any other purpose.

The registrant does not have any non-voting common stock outstanding.

As of ~~April~~March 531, ~~2016~~2017, the Company had 942,~~683~~083,273 shares of common stock issued and outstanding and 9,~~643~~658 shares of preferred stock issued and outstanding.

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

None.

LEGEND OIL AND GAS, LTD.
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2016

Table of Contents

		Page

Cautionary Notice Regarding Forward-Looking Statements		3

Oil and Gas Volumes		4

Glossary of Industry Terms		4

PART I

Item 1.	Business	6

Item 1A.	Risk Factors	10

Item 1B.	Unresolved Staff Comments	15

Item 2.	Oil and Gas Properties	16

Item 3.	Legal Proceedings	16

Item 4.	Mine Safety Disclosures	16

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17

Item 6.	Selected Financial Data	18

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 8.	Financial Statements and Supplementary Data	23

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49

Item 9A.	Controls and Procedures	49

Item 9B.	Other Information	51

PART III

Item 10.	Directors, Executives Officers and Corporate Governance	52

Item 11.	Executive Compensation	54

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56

Item 13.	Certain Relationships and Related Transactions, and Director Independence	57

Item 14.	Principal Accountant Fees and Services	58

PART IV

Item 15.	Exhibits and Financial Statements	59

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (“Report”) and the documents incorporated herein by reference contain forward-looking statements. Specifically, all statements other than statements of historical facts included in this Report regarding our financial position, business strategy and plans and objectives of management for future operations are forward-looking statements. These forward-looking statements are based on the beliefs of management, as well as assumptions made by and information currently available to management. When used in this Report, the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “plan,” “assume,” “anticipate,” “continue” and “intend,” and words or phrases of similar import, as they relate to our financial position, business strategy and plans, or objectives of management, are intended to identify forward-looking statements.

These statements reflect our current view with respect to future events and are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from those expressed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We have no duty to update or revise any forward-looking statements after the date of this Report and any documents incorporated herein by reference or to conform them to actual results, new information, future events or otherwise.

Various risk factors, including the risks outlined under the section herein entitled “ITEM 1A – RISK FACTORS” and the matters described in this Report generally, are important factors of which we are currently aware that could cause actual results, performance or achievements to differ materially from those expressed in any of the forward looking statements. We operate in a continually changing business environment and new risk factors emerge from time to time. Other unknown or unpredictable factors could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report may not occur.

Readers are urged to carefully review and consider the various disclosures made by us in this Report and in our other reports previously filed with the Securities and Exchange Commission, including our periodic reports on Forms 10-Q and 8-K, and those described from time to time in our press releases and other communications, which attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

CURRENCY

Unless otherwise indicated, references herein to “$” or “dollars” are to United States dollars. All references in this Report to “CA$” are to Canadian dollars. All of our financial information has been presented in United States dollars in accordance with U.S. generally accepted accounting principles.

OIL AND GAS VOLUMES

Unless otherwise indicated in this Report, natural gas volumes are stated at the legal pressure base of the state or geographic area in which the reserves are located at 60 degrees Fahrenheit. Crude oil and natural gas equivalents are determined using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.

GLOSSARY OF INDUSTRY TERMS

Terms used to describe quantities of crude oil and natural gas:

“Bbl” – barrel or barrels.

“BOE” – barrels of crude oil equivalent.

“Boepd” – barrels of crude oil equivalent per day.

“MBbl” – thousand barrels.

“MBoe” – thousand barrels of crude oil equivalent.

“Mcf” – thousand cubic feet of gas.

“MMcf” – million cubic feet of gas.

Terms used to describe our interests in wells and acreage:

“developed acreage” means acreage consisting of leased acres spaced or assignable to productive wells. Acreage included in spacing units of infill wells is classified as developed acreage at the time production commences from the initial well in the spacing unit. ~~As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.~~

“development well” is a well drilled within the proved area of a crude oil or natural gas reservoir to the depth of stratigraphic horizon (rock layer or formation) known to be productive for the purpose of extracting proved crude oil or natural gas reserves.

“dry hole” is an exploratory or development well found to be incapable of producing either crude oil or natural gas in sufficient quantities to justify completion as a crude oil or natural gas well.

“exploratory well” is a well drilled to find and produce crude oil or natural gas in an unproved area, to find a new reservoir in a field previously found to be producing crude oil or natural gas in another reservoir, or to extend a known reservoir.

“gross acres” refer to the number of acres in which we own a gross working interest.

“gross well” is a well in which we own a working interest.

“Infill well” is a subsequent well drilled in an established spacing unit to the addition of an already established productive well in the spacing unit. Acreage on which infill wells are drilled is considered developed commencing with the initial productive well established in the spacing unit. As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.

“net acres” represent our percentage ownership of gross acreage. Net acres are deemed to exist when the sum of fractional ownership working interests in gross acres equals one (e.g., a 10% working interest in a lease covering 640 gross acres is equivalent to 64 net acres).

“net well” is deemed to exist when the sum of fractional ownership working interests in gross wells equals one.

“productive well” is an exploratory or a development well that is not a dry hole.

“undeveloped acreage” means those leased acres on which wells have not been drilled or completed to a point that would permit the production of economic quantities of crude oil and natural gas, regardless of whether or not such acreage contains proved reserves. Undeveloped acreage includes net acres under the bit until a productive well is established in the spacing unit.

“working interest” – refers to the gross operating interest including royalties, in a particular lease or well.

Terms used to assign a present value to or to classify our reserves:

“proved reserves” or “reserves” – Proved crude oil and natural gas reserves are those quantities of crude oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

“proved developed reserves (PDP’s)” – Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Additional crude oil and natural gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery are included in “proved developed reserves” only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

“proved developed non-producing reserves (PDNP’s)” – Proved crude oil and natural gas reserves that are developed behind pipe, shut-in or that can be recovered through improved recovery only after the necessary equipment has been installed, or when the costs to do so are relatively minor. Shut-in reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not started producing, (2) wells that were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe reserves are expected to be recovered from zones in existing wells that will require additional completion work or future recompletion prior to the start of production.

“proved undeveloped reserves (PUDs)” – Proved crude oil and natural gas reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for development. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units are claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Estimates for proved undeveloped reserves are not attributed to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proven effective by actual tests in the area and in the same reservoir.

“probable reserves” – are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but which together with proved reserves, are as likely as not to be recovered.

“possible reserves” – are those additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than probable reserves.

“Standardized Measure” – means estimated future net revenue, discounted at a rate of 10% per annum, after income taxes and with no price or cost escalation, calculated in accordance with Accounting Standards Codification 932, formerly Statement of Financial Accounting Standards No. 69 “Disclosures About Oil and Gas Producing Activities.”

LEGEND OIL AND GAS, LTD.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2015

Table of Contents

		Page
Cautionary Notice Regarding Forward-Looking Statements		2
Currency		3
Oil and Gas Volumes		3
Glossary of Industry Terms		3
PART I
Item 1.	Business	6
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	15
Item 2.	Oil and Gas Properties	15
Item 3.	Legal Proceedings	16
Item 4.	Mine Safety Disclosures	16
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
Item 9A.	Controls and Procedures	49
Item 9B.	Other Information	50
PART III
Item 10.	Directors, Executives Officers and Corporate Governance	51
Item 11.	Executive Compensation	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence	55
Item 14.	Principal Accountant Fees and Services	56
PART IV
Item 15.	Exhibits and Financial Statements	57

PART I

ITEM 1.

BUSINESS

Overview

WeLegend Oil and Gas, Ltd. (the “Company” or “Legend”) ~~are~~is a crude oil hauling and trucking company with principal operations in the Bakken region of North Dakota and the Permian Basin in Texas and New Mexico. These crude oil hauling operations commenced through our acquisition of Black Diamond Energy, Holdings, LLC ~~(described~~and ~~further~~its inwholly-owned ~~this~~subsidiaries ~~document)~~Maxxon ~~on April 3~~Energy, ~~2015. Further,~~LLC ~~through~~and ~~October~~Treeline ~~27,~~Diesel ~~2015~~Center, weLLC ~~were~~(collectively, ~~also~~“Maxxon anEnergy” or ~~oil~~“Maxxon”) ~~and~~on ~~gas~~April ~~exploration~~3, ~~development and production company~~2015. Our ~~oil~~current ~~and~~focus ~~gas property~~is ~~interests~~to ~~were~~grow ~~located~~our incore ~~the~~business ~~United States (State of Kansas~~ and ~~Oklahoma). Our current business focus is to~~ expand our crude oil hauling operations into other basins ~~within~~throughout ~~Colorado,~~the ~~Texas~~United ~~and Oklahoma~~States. ~~Through~~Our ~~October~~field ~~2015,~~operations ~~our~~are ~~business~~managed ~~was~~by ~~to acquire~~employees ~~producing and non-producing oil and gas interests and develop oil and gas properties that we owned or~~ in ~~which~~Texas, weNew ~~had a~~Mexico ~~leasehold interest. We sold our oil~~ and ~~gas~~North ~~exploration operations on October 27, 2015~~Dakota. Our ~~Currently,~~back ~~our~~office operations ~~are~~staff ~~managed~~is ~~by employees~~ based ~~principally~~out inof North Dakota and Colorado, with the Company’s ~~contract~~ ~~CEO~~combined Chief Executive Officer and ~~CFO~~Chief Financial Officer based out of Georgia, and our Controller ~~working as an employee~~ based in Florida. ~~Our former oil and gas exploration workers were outsourced to consultants and independent contractors.~~

~~We are~~Further, athrough ~~publicly~~October ~~traded~~27, ~~company~~2015, ~~and~~we ~~our~~were ~~shares~~also ofan ~~common~~oil ~~stock~~and ~~(“common~~gas exploration, ~~shares”)~~development ~~are~~and ~~quoted~~production ~~for~~company; ~~trading~~whose onbusiness ~~the Over-the-Counter~~was ~~Bulletin~~to ~~Board~~acquire ~~(“OTCBB”).~~producing Weand ~~were~~non-producing ~~incorporated~~oil ~~under~~and ~~the~~gas ~~laws~~interests and ofdevelop ~~the~~oil ~~State~~and ofgas ~~Colorado~~properties ~~on November 27,~~that ~~2000~~we ~~under~~owned ~~the~~or ~~name~~in ~~“SIN~~which ~~Holdings,~~we ~~Inc.”~~had Ona ~~November 29,~~leasehold ~~2010,~~interest. weOur ~~changed~~oil ~~our~~and ~~name~~gas toproperty ~~Legend~~interests were ~~Oil~~located ~~and~~in ~~Gas,~~the ~~Ltd.~~United ~~Our~~States ~~only~~(Kansas ~~subsidiary,~~and ~~effective~~Oklahoma). ~~April~~On 3October 27, 2015, iswe ~~Black~~sold ~~Diamond~~our ~~Energy~~oil ~~Holdings,~~and ~~LLC,~~gas ~~which~~exploration isoperations ~~our~~and ~~crude oil~~we ~~hauling~~have ~~entity,~~presented ~~further~~those ~~known~~operations as ~~Black~~discontinued ~~Diamond Energy, LLC (“Maxxon Energy”)~~operations.

~~Our~~We are a publicly traded company and our shares of common stock ~~principal~~(“common ~~offices~~shares”) are ~~located~~quoted atfor ~~555~~trading ~~North~~on ~~Point~~the ~~Center~~Over-the-Counter ~~East,~~Bulletin ~~Suite~~Board ~~410,~~(“OTCBB”). We ~~Alpharetta~~were incorporated under the laws of the State of Colorado on November 27, ~~Georgia~~2000 under the name “SIN Holdings, ~~30022~~Inc.” On November 29, ~~USA~~2010, ~~and~~we changed our ~~registered~~name ~~office is~~to ~~located~~Legend atOil ~~555~~and ~~North~~Gas, ~~Point~~Ltd. ~~Center~~Our ~~East~~only subsidiary, ~~Suite~~effective ~~400~~April 3, ~~Alpharetta~~2015, ~~Georgia~~is Black Diamond Energy Holdings, ~~30022~~LLC, which is our crude oil hauling entity, further known as Black Diamond Energy, LLC (“Maxxon Energy” or “Maxxon”).

Background

Purchase of Canadian Assets in 2011

On October 20, 2011, our former wholly-owned subsidiary, Legend Energy Canada, Ltd., completed the acquisition of petroleum and natural gas leases, lands and facilities located in Canada.

During the quarter ended September 30, 2014, we placed our 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. We have 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.

Oil and Gas Properties Business

We previously held interests in oil and gas properties located in the United States (~~States of~~ Kansas and Oklahoma). WeDuring the first quarter of 2015, we sold ~~our~~ two properties in Kansas, leaving one producing oil and gas ~~properties~~property in Kansas (Landers/Volunteer lease) which was sold on October 27, 2015, and ~~hold~~ one ~~existing~~nonproducing ~~property~~oil and gas property in Oklahoma ~~which~~(Van isPelt ~~nonproducing~~lease) ~~and~~which ~~has~~had a carrying value of $-0- asat of December 31, 2015.

~~During~~ We sold the ~~first~~properties ~~quarter~~operated ofin ~~2015~~Kansas to Hillair Petroleum Holdings, Inc we(“HPH”), ~~sold~~in ~~two~~exchange ~~properties~~for debt forgiveness in ~~Kansas,~~the ~~leaving~~amount ~~one~~of ~~producing~~approximately ~~oil~~$1.9 ~~and~~million ~~gas~~owed ~~property~~to inHillair ~~Kansas~~Capital Investments ~~(Landers/Volunteer~~L.P. ~~lease~~(“Hillair”), ~~which~~with ~~was~~no ~~sold~~gain recorded on ~~October~~the ~~27,~~sale ~~2015,~~as ~~and~~HPH ~~one~~is ~~nonproducing~~a ~~oil~~related ~~and~~party. ~~gas~~See ~~property~~further indiscussion ~~Oklahoma~~of ~~(Van~~the ~~Pelt~~entire ~~lease)~~transaction within the Liquidity and Capital Resources section of ITEM 7.

We sold the lease operated in Kansas to Hillair Petroleum Holdings, Inc (“HPH”), in exchange for debt forgiveness in the amount of approximately $1.9 million owed to Hillair Capital Investments L.P. (“Hillair”), with no gain recorded on the sale as HPH is a related party. See further discussion of the entire transaction within the document herein.

Crude Hauling/Trucking Business- Purchase of Black Diamond Energy (Maxxon)

On April 3, 2015, the Company entered into a Membership Interest Purchase Agreement with Sher Trucking, LLC (“Sher”), the majority owner, and two minority owners, which made up all of the members of ~~Black Diamond Energy Holdings, LLC (“~~Maxxon”) to purchase all of the outstanding membership interests of Maxxon. The Company paid $1,500,000 in cash to Sher; issued a secured promissory note to Sher (“Sher Note”) in the amount of $2,854,000 at 5% per annum, due April 3, 2016 and issued 148,500,000 shares of the Company’s common stock to the minority owners, then valued at $861,300. The Company also paid $125,000 to Sher after closing as an anticipated purchase price adjustment related to the target working capital ~~changes~~at April 3, 2015, of Maxxon.

On April 5, 2016, the Company entered into an agreement with Sher that restructured the original secured promissory note (with a carrying balance of $2,854,000) plus accrued interest (of $142,700) (the "“Restructuring"”), totaling $2,996,700 to Sher., ~~The~~with ~~terms of that Restructuring are that (1)~~ the ~~Company will pay $1,000,000 to~~ Sher byNote ~~April~~remaining 8,collateralized ~~2016~~on ~~(the Company entered into a debenture with Hillair~~ that ~~nets to $1~~date,~~000,000~~ ~~in cash proceeds to the Company, to be paid~~ by ~~us directly to Sher; (2)~~ the ~~remaining~~same ~~balance~~collateral onas the ~~Sher~~original ~~Note of~~promissory ~~$1,996,700~~note. atAt ~~15%~~December ~~interest per annum~~31, ~~will be due and payable on April 3~~2016, ~~2018; (3)~~ the ~~Company~~note ~~will~~was ~~pay~~uncollateralized ~~Sher~~as a ~~restructuring fee~~result of ~~$250,000~~the oncollateral ~~April~~oil 3,trailers ~~2018;~~being ~~(4)~~sold ~~Company~~at ~~will~~auction, ~~pay~~with the ~~20%~~proceeds ofbeing ~~quarterly~~paid ~~net~~directly ~~operating~~to ~~cash~~Sher, ~~flows~~as onwell aas ~~GAAP~~our ~~basis,~~payment toagainst the ~~applied~~ ~~against~~restructured ~~principal~~promissory of note; ~~and,~~to ~~(5) the~~ Sher ~~Note~~to ~~will~~release ~~remain~~all liens ~~collateralized~~on by the ~~same~~ collateral astractors. ~~the~~Refer ~~original promissory note~~ to ~~Sher.~~Note ~~The~~10 ~~note~~– ~~has~~Long ~~been~~Term ~~reclassified~~Debt toin ~~long-term debt on~~ the ~~Company's~~accompanying ~~December~~consolidated ~~31,~~financial ~~2015 balance sheet~~statements.

Operations

Prior to the acquisition of Maxxon, we structured our operations in such a way as to mitigate ~~operating~~certain operating expenses by maintaining a limited in-house employee base outside of our executive team. The majority of our operational duties were outsourced to consultants and independent contractors, including drilling, maintaining and operating our wells. Subsequent to the Maxxon acquisition, we terminated certain employees at Maxxon to effect operating efficiencies and reduce our operating costs.

Maxxon is our crude oil hauling and trucking subsidiary. We perform hauling services for large institutional drilling and exploration companies as well as crude oil marketers. ~~Our~~The ~~current~~ largest clients we ~~perform~~served ~~such~~during ~~services~~2016 ~~for~~included ~~are~~ Statoil ASA, Inland ~~Crude and~~Oil ~~Bridger~~& ~~Logistics,~~Gas ~~LLC. We serve principally the Bakken in North Dakota; however~~Corporation, ~~during~~HollyFrontier ~~March 2016, we commenced hauling operations in Colorado~~ and ~~are~~Plains ~~set~~All toAmerican ~~serve the Permian basin of Texas commencing no later than April 1~~Pipeline, ~~2015~~L.P.

~~Andrew~~ Warren S. ~~Reckles~~Binderman isserves as our ~~Chairman of the Board and~~ Chief Executive Officer (CEO) ~~and Warren S. Binderman~~, ~~CPA is our President,~~ Chief Financial Officer (CFO), and Principal Accounting Officer,. asBinderman ~~well~~also serves as ~~the~~a ~~Corporate~~member ~~Secretary~~of ~~and~~our Board ~~member~~of Directors and as its Corporate Secretary.

~~Production~~Markets for Crude Hauling Services

~~For all~~Our ofcrude ~~our~~hauling ~~prior~~business ~~oil~~markets ~~and~~depend ~~gas~~on ~~properties,~~many wefactors ~~held~~beyond aour ~~majority~~control, ofincluding ~~operational working interests. We reviewed~~ the ~~lands~~extent ~~technically~~of domestic production and ~~proposed~~imports ~~drilling~~ of ~~new~~crude ~~exploratory~~oil, orthe ~~development~~proximity ~~wells~~and ascapacity weof ~~saw~~crude ~~appropriate.~~oil ~~These~~and ~~wells~~other ~~were~~transportation ~~internally~~facilities, ~~approved~~demand byfor uscrude ~~for~~oil, ~~producing~~the anmarketing ~~Authority~~of ~~for~~competitive ~~Expenditures~~fuels ~~(AFE)~~and asthe aneffects ~~estimate~~ of ~~full~~state ~~drilling, completion,~~ and ~~equipping~~federal ~~costs for the particular drilling program~~regulation. WeThe ~~had~~crude nooil ~~working~~industry ~~interest~~also ~~partners~~competes ~~in any of these properties~~ with other ~~AFE~~industries ~~for~~in supplying the ~~work~~energy toand befuel ~~performed~~requirements ~~that~~of ~~would have~~industrial, ~~required~~commercial ~~approval~~and ~~nor~~individual ~~a “cash call”~~consumers.

~~Markets~~Our crude oil hauling pricing structure is market driven, with customers principally controlling the rates they will pay per mile driven for ~~Oil~~hauling ~~and~~services ~~Gas~~from the well-head to the drop-off facility. Our rates are based on market conditions, which, based on the 2015 global decline in oil prices, with slight increases in 2016, required us to reduce our pricing markedly, to maintain and ~~Crude~~strengthen ~~Hauling~~existing ~~Services~~customers as well as acquire new customers.

~~We engaged~~Historically, ~~third-party~~the ~~marketers~~hauling torates ~~sell~~we ~~our~~are ~~oil~~able ~~and~~to ~~gas~~charge ~~production~~to incustomers ~~the~~is ~~open~~based ~~market.~~on ~~One~~the ~~hundred~~price ~~percent~~ of ~~our~~oil, ~~U.S.~~which ~~production~~has ~~was~~fluctuated ~~sold~~widely. ~~through~~Among ~~third party marketers through a contractual relationship between Legend and~~ the ~~marketer.~~factors ~~These~~that ~~contracts~~can ~~were generally~~cause ~~evergreen~~these ~~contracts~~fluctuations ~~with termination rights by written notice of 30 days, which we believe to be standard to the industry.~~are:

~~In both~~● ~~our~~changes ~~former~~in ~~production~~global ~~operations~~supply ~~as well as our crude hauling business, the market depends on many factors beyond our control, including the extent of domestic production~~ and ~~imports of crude oil and natural gas, the proximity and capacity of crude oil and natural gas pipelines and other transportation facilities,~~ demand for ~~crude~~ oil and natural gas, the marketing of competitive fuels and the effects of state and federal regulation. The crude oil and natural gas industry also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers. This past 18 months has presented significant challenges due to the extraordinary global downturn in oil prices.;

~~Our crude~~● ~~oil~~the ~~production~~actions ~~was~~of ~~typically sold at prices tied to~~ the ~~spot~~Organization ~~crude oil markets. We relied on our operating partners to market and sell our production. Our operating partners involve a variety~~ of ~~exploration~~Petroleum ~~and~~Exporting ~~production companies~~Countries, ~~from~~or ~~large publicly-traded companies to small, privately-owned companies.~~OPEC;

~~Our crude~~● ~~oil hauling pricing structure is market driven, with customers dictating~~ the ~~rates~~price ~~they~~and ~~will~~quantity ~~pay~~of ~~per~~imports ~~mile~~of ~~driven~~foreign ~~for hauling services from the well-head to the drop-off facility. Our rates are based on market conditions, which, based on the global decline in~~ oil ~~prices, required us to reduce our pricing markedly, to maintain~~ and ~~strengthen~~natural ~~existing customers as well as acquire new customers.~~gas;

~~Historically, the~~● ~~prices~~acts ~~received~~of ~~for~~war ~~oil~~or ~~and natural gas have fluctuated widely. Among the factors that can cause these fluctuations are:~~ terrorism;

● changes in global supply and demand for oil and natural gas; ● the actions of the Organization of Petroleum Exporting Countries, or OPEC; ● the price and quantity of imports of foreign oil and natural gas; ● acts of war or terrorism; ● political conditions and events, including embargoes, affecting oil-producing activity;

● the level of global oil and natural gas exploration and production activity; ~~● the level of global oil and natural gas inventories; ● weather conditions; ● technological advances affecting energy consumption; and ● the price and availability of alternative fuels.~~

~~We did~~● ~~not~~the ~~enter~~level ~~into~~of ~~any~~global ~~derivative~~oil ~~contracts~~and innatural ~~any~~gas ~~of our operations.~~inventories;

●

weather conditions;

●

technological advances affecting energy consumption; and

●

the price and availability of alternative fuels.

We did not enter into any derivative commodity contracts in any of our operations.

Seasonality

~~Generally, but~~Seasonality ~~not~~in ~~always,~~ the ~~demand~~crude ~~and~~oil ~~price~~hauling ~~levels~~sector ~~for~~differs ~~natural~~by ~~gas increase during colder winter months and decrease during warmer summer months~~region. ToRegarding ~~lessen~~our ~~seasonal~~current ~~demand~~work ~~fluctuations,~~in ~~pipelines,~~the ~~utilities~~Bakken, ~~local distribution companies, and industrial users utilize~~seasonality ~~natural~~on ~~gas~~hauling ~~storage~~load ~~facilities~~counts ~~and~~may ~~forward~~occur ~~purchase~~during ~~some~~“frost oflaws” ~~their~~(typically ~~anticipated~~in ~~winter~~the ~~requirements~~late ~~during~~February ~~the~~early ~~summer.~~March ~~However~~timeframe, annually). ~~increased~~Counties ~~summertime~~have ~~demand~~various ~~for~~roads ~~electricity~~mandated ~~has~~weight ~~placed~~restrictions ~~increased~~as ~~demand~~the onwinter ~~storage~~frost ~~volumes~~thaws roads. ~~Demand~~During ~~for~~these ~~crude~~periods ~~oil~~(an ~~and heating oil~~approximate issix ~~also~~week ~~generally~~timeframe), ~~higher~~we ~~in the winter and the summer driving season — although oil prices~~ are ~~much~~required ~~more~~to ~~driven~~abide by ~~global~~ ~~supply~~County ~~and~~road ~~demand.~~restrictions ~~Seasonal~~on ~~anomalies,~~weight. ~~such as mild winters~~Thus, ~~sometimes~~we ~~lessen~~are ~~these~~able ~~fluctuations.~~to ~~The~~haul ~~impact~~lighter ofloads ~~seasonality~~of on crude oil ~~has~~while ~~been~~billing ~~somewhat~~customers ~~magnified~~for byfull ~~overall~~loads, ~~supply~~per ~~and~~our ~~demand~~agreements ~~economics~~with ~~attributable~~those tocustomers, ~~the~~translating ~~narrow~~into ~~margin~~higher ofrevenue ~~production~~due ~~capacity~~to inthe ~~excess~~additional ofload ~~existing~~counts ~~worldwide~~carried ~~demand~~and ~~for crude oil~~delivered.

Seasonality in the crude oil hauling sector differs by region. Regarding our current work in the Bakken, seasonality on hauling load counts is during “frost laws” (typically in the late February early March timeframe, annually). Counties have various roads mandated weight restrictions as the winter frost thaws. During these periods (an approximate six week timeframe), we are required to abide by County road restrictions on weight. Thus, we are able to haul lighter loads of crude oil, translating into higher revenue due to the additional load counts carried and delivered.

Competition

Competition in the oil and natural gas industry is intense and most of our competitors had greater financial, technological and other resources than ours. We operated in the highly competitive areas of oil and natural gas exploitation, exploration, development and production. The oil and natural gas industry is characterized by rapid and significant technological advancements and introductions of new products and services using new technologies. We faced intense competition from independent, technology-driven companies as well as from both major and independent oil and natural gas companies in each of the following areas:

● seeking to acquire desirable producing properties of new leases for future exploration; ● marketing our oil and natural gas production; ● integrating new technologies; and ● seeking to acquire the equipment and expertise necessary to develop and operate our properties.

Some of our competitors are fully integrated oil companies and may have been able to pay more for development, prospects and productive oil and natural gas properties and may have been able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permitted. Further, our competitors may have enjoyed technological advantages and may have been able to implement new technologies more rapidly than we could have.

Our crude oil hauling competition is significant, as larger haulers, integrated marketing companies and crude companies may have their own fleets of tractors and tankers for hauling purposes. Further, oil transported through pipelines impedes our ability to compete, as that as a more cost efficient alternative to truck hauling. However, there are many wells that are not on the pipeline, in addition to the fact that there are certain down periods of the pipeline where our customer base contacts us to service their well production.

Governmental Regulation

All of our operations are subject to various federal, state and local laws and regulations governing transportation (the US Department of Transportation and its affiliated agencies (DOT), prospecting, exploration, development, production, labor standards, occupational health and safety, control of toxic substances and emissions into the environment, storage and disposition of hazardous wastes and other matters involving environmental protection and employment. Environmental and DOT laws in the United States address the maintenance of air and water quality standards, the preservation of threatened and endangered species of wildlife and vegetation, the preservation of certain archaeological sites, reclamation, and limitations on the generation, transportation, storage, and disposal of solid and hazardous wastes, among other things. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. There can be no assurance that all the required permits and governmental approvals necessary for any oil and gas exploration project with which we may be associated can be obtained on a timely basis, or maintained. Delays in obtaining or failure to obtain government permits and approvals may adversely impact our operations. The regulatory environment in which we operate could change in ways that would substantially increase costs to achieve compliance. In addition, significant changes in regulation could have a material adverse effect on our operations or financial position.

We do not believe that our environmental risks are or will be materially different from those of comparable companies in our industry. We believe our present activities substantially comply, in all material respects, with existing DOT, environmental, health and safety laws and regulations. However, our relative size compared to our competitors may make the impact of any environmental risk more significant to us than it would to our competitors. Compliance with DOT, environmental laws and our exposure to environmental risks could adversely affect our financial condition and results of operations, including by curtailment of production or material increases in the cost of insurance, fuel, personnel, or otherwise.

In addition, because we acquired interests in properties that have been operated in the past by others, we may be liable for environmental damage, including historical contamination, caused by such former operators. Additional liabilities could also arise from continuing violations or contamination not discovered during our assessment of the acquired properties.

Laws and Regulations in the United States

The following is a summary of some of the material existing environmental, health and safety laws and regulations in the United States to which our business operations are subject.

Waste handling. The Resource Conservation and Recovery Act, or “RCRA”, and comparable state statutes, regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the federal Environmental Protection Agency, or “EPA”, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Drilling fluids, produced waters and most of the other wastes associated with the exploration, development and production of crude oil or natural gas are currently regulated under RCRA’s non-hazardous waste provisions. However, it is possible that certain oil and natural gas exploration and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. Any such change could result in an increase in our costs to manage and dispose of wastes, which could have a material adverse effect on our results of operations and financial position.

Comprehensive Environmental Response, Compensation and Liability Act. The Comprehensive Environmental Response, Compensation and Liability Act, or “CERCLA”, also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, in connection with the release of a hazardous substance into the environment. Persons potentially liable under CERCLA include the current or former owner or operator of the site where the release occurred and anyone who disposed or arranged for the disposal of a hazardous substance to the site where the release occurred. Under CERCLA, such persons may be subject to joint and several liabilities for the costs of cleaning up the hazardous substances that have been released into the environment, damages to natural resources and the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.

We leased and operated numerous properties that have been used for oil and natural gas exploration and production for many years. Hazardous substances may have previously been released on, at or under the properties owned, leased or operated by us, or on, at or under other locations, including off-site locations, where such substances have been taken for disposal. In addition, some of our properties have been or are operated by third parties or by previous owners or operators whose handling, treatment and disposal of hazardous substances were not under our control. These properties and the substances disposed or released on, at or under them may be subject to CERCLA, RCRA and analogous state laws. In certain circumstances, we could be responsible for the removal of previously disposed substances and wastes, to remediate contaminated property or to perform remedial plugging or pit closure operations to prevent future contamination. In addition, federal and state trustees can also seek substantial compensation for damages to natural resources resulting from spills or releases.

Water Discharges. The Federal Water Pollution Control Act, or the “Clean Water Act”, and analogous state laws, impose restrictions and strict controls with respect to the discharge of pollutants, including oil and other substances generated by our operations, into waters of the United States or state waters. Under these laws, the discharge of pollutants into regulated waters is prohibited except in accordance with the terms of a permit issued by EPA or an analogous state agency. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws and regulations.

The Safe Drinking Water Act, or “SDWA”, and analogous state laws impose requirements relating to underground injection activities. Under these laws, the EPA and state environmental agencies have adopted regulations relating to permitting, testing, monitoring, record keeping and reporting of injection well activities, as well as prohibitions against the migration of injected fluids into underground sources of drinking water.

Air Emission. The Federal Clean Air Act and comparable state laws regulate emissions of various air pollutants through air emissions permitting programs and the imposition of other requirements. In addition, EPA and certain states have developed and continue to develop stringent regulations governing emissions of toxic air pollutants at specified sources. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the Federal Clean Air Act and analogous state laws and regulations.

The Kyoto Protocol to the United Nations Framework Convention on Climate Change became effective in February 2005. Under the Protocol, participating nations are required to implement programs to reduce emissions of certain gases, generally referred to as greenhouse gases that are suspected of contributing to global warming. The United States is not currently a participant in the Protocol, and Congress has not acted upon recent proposed legislation directed at reducing greenhouse gas emissions. However, there has been support in various regions of the country for legislation that requires reductions in greenhouse gas emissions, and some states have already adopted legislation addressing greenhouse gas emissions from various sources, primarily power plants. The oil and natural gas industry is a direct source of certain greenhouse gas emissions, namely carbon dioxide and methane, and future restrictions on such emissions could impact our future operations.

Health Safety and Disclosure Regulation. We are subject to the requirements of the federal Occupational Safety and Health Act, or “OSHA” and comparable state statutes. The OSHA hazard communication standard, the Emergency Planning and Community Right to Know Act and similar state statutes require that we organize and disclose information about hazardous materials stored, used or produced in our operations.

Other Laws and Regulations. Various laws and regulations ~~often~~ require certain ~~permits~~permitting ~~for~~by ~~drilling~~the ~~wells~~Department ~~and also cover spacing~~ of ~~wells~~Transportation, ~~the~~ ~~prevention~~as ofto ~~waste~~our ofcrude ~~natural gas and~~ oil ~~including~~hauling ~~maintenance of certain gas/oil ratios, rates of production and other matters~~services. The effect of these laws and regulations, as well as other regulations that could be promulgated by the jurisdictions in which we ~~have~~provide ~~production~~hauling services, could be to limit the number of ~~wells~~loads ~~that~~hauled ~~could~~due beto ~~drilled~~various onfacts ~~our properties~~ and tocircumstances ~~limit~~in ~~the~~each ~~allowable production~~of ~~from~~ the ~~successful~~local ~~wells completed on our properties, thereby limiting our revenues~~jurisdictions.

Employees

As of December 31, ~~2015~~2016, we had approximately 1518 full-time employees ~~residing~~working out of Texas and New Mexico, 13 in North Dakota, and ~~one~~6 ~~residing~~ in ~~Florida~~Colorado. We have a ~~contracted~~ corporate management team that includes ~~two~~one executive ~~officers~~(the ~~who~~CEO ~~handle~~and ~~all~~CFO) ~~day-to-day~~residing in ~~management~~Georgia ~~responsibilities for~~and ~~Legend~~a corporate controller in Florida.

Principal Offices

Our principal offices are located at 555 North Point Center East, Suite 410, Alpharetta, Georgia 30022. Our lease is on a month-to-month basis of approximately $2,000 per month. We anticipate using our current space until it is no longer suitable for our operations or circumstances demand otherwise.

ITEM 1A.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this Report. Many of the statements contained in or incorporated herein that are not historic facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose a portion or all of your investment.

Risks Relating to Our Business

We are highly dependent on ~~Andrew S. Reckles, CEO, and~~ Warren S. Binderman, ~~CPA,~~CEO ~~President~~ and CFO. The loss of ~~either~~Mr. ~~of them~~Binderman, upon whose knowledge, leadership and technical expertise we rely, could harm our ability to execute our business plan.

Our success depends heavily upon the continued contributions of Mr. ~~Reckles, and~~ Binderman, whose knowledge, leadership and technical expertise would be difficult to replace, and on our ability to retain and attract experienced professional staff. If we were to lose the services of ~~either~~Mr. ~~of the above executives and Board members~~Binderman, our ability to execute our business plan could be harmed and we may be forced to cease or limit operations until such time as we are able to attract suitable replacements. We do not maintain key person life insurance on these members of our management team.

We may be unable to obtain additional capital required to implement our business plan, which could restrict our ability to grow.

We will need additional capital to continue to grow our business via acquisitions and to further expand our crude oil hauling business. We may be unable to obtain additional capital if and when required.

Future acquisitions and future tractor and oil trailer purchases, and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of capital and cash flow.

We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. We may not be successful in identifying suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, our resources will not be sufficient to fund our planned expansion of operations in the future.

Any additional capital raised through the sale of equity may dilute the ownership percentage of our ~~shareholders~~stockholders. Raising any such capital could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities. In addition, we have granted and will continue to grant equity incentive awards under our equity incentive plans, which may have a further dilutive effect.

Our ability to obtain financing, if and when necessary, may be impaired by such factors as the state of the ~~capital markets (both generally and in the~~ crude oil ~~and~~capital ~~natural gas industry in particular)~~market, our limited operating history, the location of our crude oil ~~and~~hauling ~~natural~~operations, ~~gas properties~~ and prices of crude oil ~~and natural gas~~ on the commodities ~~markets~~market (which will impact the amount of asset-based financing available to us), and the strength of our key employees. Further, if crude oil ~~or natural gas~~ prices on the commodities markets decline, our revenues will likely decrease and such decreased revenues may increase our requirements for capital. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations), we may be required to cease or limit our operations, divest our assets at unattractive prices or obtain financing on unattractive terms.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, which may adversely impact our financial condition.

We have a limited operating history, and may not be successful in achieving or sustaining profitable business operations.

We have a limited operating history and have not generated a sustained profit. Our business operations must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a business in the crude oil ~~and natural gas~~ industry. We first generated revenues from operations in the quarter ended December 31, 2010. There can be no assurance that our business operations will prove to be successful in the long-term. Our future operating results will depend on many factors, including:

● our ability to raise adequate working capital; ● success of our crude oil hauling and marketing efforts; ● demand for and pricing of crude oil; ● the level of our competition; ● our ability to attract and maintain key management and employees; and ● our ability to efficiently develop our crude oil hauling activities in a highly competitive market, with the global oil price downturn while maintaining quality and controlling costs.

●

success of our crude oil hauling and marketing efforts;

●

demand for and pricing of crude oil;

●

the level of our competition;

●

our ability to attract and maintain key management and employees; and

●

our ability to efficiently develop our crude oil hauling activities in a highly competitive market, with the global oil price downturn while maintaining quality and controlling costs.

To achieve and sustain profitability in the future, we must, alone or with others, successfully manage the factors stated above, as well as continue to develop ways to enhance our crude oil hauling marketing efforts to diversify our customer base. Despite our best efforts, we may not be successful in our efforts. Our failure to successfully address the obstacles that may arise, including those discussed above, could have a material adverse effect on our business.

Strategic relationships upon which we may rely are subject to change, which may diminish our ability to conduct our operations.

Our ability to successfully acquire additional customers, to increase our crude oil hauling, and to identify and enter into commercial arrangements with customers will depend on developing and maintaining close working relationships with strategic partners, vendors, distributors and other industry participants. To continue to develop our business, we will endeavor to use the business relationships of our management to enter into strategic relationships, which may take the form of joint ventures or contractual arrangements with other similar companies, including those that supply property and equipment and services, and other resources which we may use in our business. We may not be able to establish these strategic relationships, or if established, we may not be able to adequately maintain them. In addition, the dynamics of our relationships with strategic partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfill our obligations to these partners or maintain relationships. If our strategic relationships are not established or maintained, our business, prospects, financial condition and results of operations may be materially adversely affected.

The ~~global~~ oil ~~crisis~~market may significantly impact our business and financial condition for the foreseeable future.

The ~~global~~ ~~crisis~~crude oil hauling operations are inextricably linked to the oil markets, and may adversely impact our business and our financial condition, and we may face challenges if conditions in these markets do not improve. Our ability to access the capital markets may be restricted at a time when we would like, or need, to raise financing, which could have a material negative impact on our flexibility to react to changing economic and business conditions. The economic situation could have a material negative impact on our lenders or customers, causing them to fail to meet their obligations to us. Additional capital will be required in the event that we accelerate customer acquisition program or that crude oil prices decline further, resulting in significantly lower revenues.

We may be prevented from conducting our business if we cannot obtain or maintain necessary licenses.

Our operations require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities. Our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable governments, among other factors. Our inability to obtain, or the loss of or denial of extension of, any of these licenses or permits could hamper or prevent us from operating our business.

The report of our independent registered public accounting firm expressed substantial doubt about the Company'’s ability to continue as a going concern.

Our auditors, Marcum, LLP in 2016 and GBH CPAs, P.C. in 2015, indicated in their ~~report~~reports on the Company'’s consolidated audited financial statements for the ~~fiscal~~years ~~year~~ ended December 31, 2016 and 2015, that ~~could~~ conditions existed that raise substantial doubt about our ability to continue as a going concern due to the Company’s recurring losses from operations and net working capital deficit at both December 31, 2016 and 2015. Uncertainties related to our continuation as a going concern may impair our ability to finance our operations through the sale of equity, incurring debt, or other financing alternatives and/or negatively affect our relationships with partners and service providers. Our ability to continue as a going concern will depend upon the availability and terms of future funding, our ability to grow our operations and integrate newly acquired assets and operations, our ability to acquire additional assets and operations, and our ability to improve operating margins and regain profitability. If we are unable to achieve these goals, our business would be jeopardized and the Company may not be able to continue. If we ceased operations, it is likely that all of our investors would lose their investment.

Risks Related to Our Industry

Environmental risks may adversely affect our business.

All facets of the oil ~~and~~industry ~~gas~~presents ~~business present~~ environmental risks and hazards and are subject to environmental regulation ~~pursuant~~ pursuant to a variety of federal, state, provincial and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and ~~reclaimed~~ reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures, and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is ~~evolving~~ evolving in a manner that we expect may result in stricter standards and enforcement, larger fines and liability and potentially ~~increased~~ increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge. ~~Compliance~~ Compliance with environmental laws applicable to our business may cause us to curtail our future production or increase the costs of our production, development or exploration activities. If substantial enough, the costs could cause us to cease operations.

Government regulations and legal uncertainties could affect our ability to profitably grow our customer base.

Legislative and regulatory actions by governments may lead to changes in laws or regulations that negatively affect various aspects of the crude oil hauling business. The adoption of new laws or regulations, or the application of existing laws may decrease the growth in the demand or alter the cost of and demand for our hauling services or increase our costs of doing business. Any of these restrictions could have a material adverse effect on our financial position and results of operations.

Companies operating in the oil and gas industry are subject to substantial competition.

The oil and gas industry is highly competitive. Other crude oil haulers may seek to acquire customers at pricing and cost models that are lower than ours. This competition is increasingly intense as prices of oil have decreased globally. Additionally, other companies engaged in our line of business may compete with us in obtaining capital from investors. Competitors include larger companies that may have access to greater resources, may be more successful in the recruitment and retention of qualified employees and may conduct their own crude oil hauling operations, which may give them a competitive advantage in the industry. If we are unable to compete effectively or respond adequately to competitive pressures, our results of operation and financial condition may be materially adversely affected.

~~The domestic prices at which oil and natural gas trade in the open market have experienced significant volatility, which can significantly negatively impact our business and revenues.~~12

The domestic prices at which oil and natural gas trade in the open market have experienced significant volatility, which can significantly negatively impact our crude oil hauling business and revenues.

The prices we may charge our customers may heavily influence our revenue, profitability, access to capital and future rate of growth. In recent years, the domestic prices at which oil and natural gas trade in the open market have experienced significant volatility, and we believe will likely continue to fluctuate in the foreseeable future due to a variety of influences beyond our reasonable control, including without limitation the following:

● the price and quantity of imports of foreign oil and gas; ● political and economic conditions, including embargoes, in oil-producing countries or affecting other oil-producing activity; ● the level of global and domestic oil and gas exploration and production activity and inventories; ● technological advances affecting the level of oil and gas consumption; ● domestic and foreign governmental regulations; ● proximity and capacity of oil and gas pipelines and other transportation facilities; ● the price and availability of competitors’ supplies of oil and gas in captive market areas; ● the introduction, price and availability of alternative forms of fuel to replace or compete with oil and natural gas; ● domestic and foreign demand for oil and natural gas by both refineries and end users; ● competitive measures implemented by competitors in the oil and gas industry; ● political climates in nations that traditionally produce and export significant quantities of oil and natural gas and regulations and tariffs imposed by exporting and importing nations, including actions taken by the Organization of Petroleum Exporting Countries; and ● adverse weather conditions, including freezing temperatures and severe storms.

●

political and economic conditions, including embargoes, in oil-producing countries or affecting other oil-producing activity;

●

the level of global and domestic oil and gas exploration and production activity and inventories;

●

technological advances affecting the level of oil and gas consumption;

●

domestic and foreign governmental regulations;

●

proximity and capacity of oil and gas pipelines and other transportation facilities;

●

the price and availability of competitors’ supplies of oil and gas in captive market areas;

●

the introduction, price and availability of alternative forms of fuel to replace or compete with oil and natural gas;

●

domestic and foreign demand for oil and natural gas by both refineries and end users;

●

competitive measures implemented by competitors in the oil and gas industry;

●

political climates in nations that traditionally produce and export significant quantities of oil and natural gas and regulations and tariffs imposed by exporting and importing nations, including actions taken by the Organization of Petroleum Exporting Countries; and

●

adverse weather conditions, including freezing temperatures and severe storms.

Risks Associated with Our Securities

Our Board of Directors’ ability to issue undesignated preferred shares and the existence of anti-takeover provisions may depress the value of our common shares.

Our authorized capital includes 100,000,000 preferred shares, all of which are blank check preferred shares available for issuance. Our Board of Directors has the power to issue any or all of the preferred shares, including the authority to establish one or more series and to fix the powers, preferences, rights and limitations of such class or series, without ~~shareholder~~stockholder approval. Our Board may, in the future, consider adopting additional anti-takeover measures. The authority of our Board to issue undesignated stock and the anti-takeover provisions of Colorado law, as well as any future anti-takeover measures adopted by us, may, in certain circumstances, delay, deter or prevent takeover attempts and other changes in control of us that are not approved by our Board. As a result, our ~~shareholders~~stockholders may lose opportunities to dispose of their common shares at favorable prices generally available in takeover attempts or that may be available under a merger proposal and the market price, voting and other rights of the holders of common shares may also be affected.

Our common shares are quoted on the Over-the-Counter Bulletin Board, which may have an unfavorable impact on a our stock price and liquidity.

Our common shares are quoted on the Over-the-Counter Bulletin Board (the “OTCBB”). The OTCBB is a significantly more limited market than the New York Stock Exchange, the American Stock Exchange or NASDAQ system. The OTCBB market is an inter-dealer market much less regulated than the major exchanges and the common shares are subject to abuses, volatility and shorting. There is currently no broadly followed and established trading market for our common shares. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the level of liquidity available to the holders of our common shares.

It may not be possible for a ~~shareholder~~stockholder to sell their common shares within any particular time period, for an acceptable price, or at all. There is no certainty that a holder of common shares will be able to identify a buyer for common shares or realize any monetary value whatsoever from a sale thereof.

Our common shares are considered highly speculative and there is no certainty that common shares will continue to be quoted for trading on the OTCBB or on any other form of quotation system or stock exchange, and even if the common shares were to be listed on a quotation system or stock exchange senior to the OTCBB, the common shares would continue to be subject to the resale restrictions and other limitations described above.

Our common shares are thinly traded, so you may be unable to sell at or near asking prices or at all.

Currently, our common shares are quoted in the OTCBB and the trading volume in our common shares may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTCBB stocks and certain major brokerage firms restrict their brokers from recommending OTCBB stocks because they are considered speculative, volatile and thinly traded. The market price of our common shares could fluctuate substantially due to a variety of factors, including market perception of its ability to achieve its planned growth, quarterly operating results of other companies in the same industry, trading volume in the common shares, changes in general conditions in the economy and the financial markets or other developments affecting us or our competitors. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common shares.

The trading volume of our common shares has been and may continue to be limited and sporadic. As a result of such trading activity, the quoted price for our common shares on the OTCBB may not necessarily be a reliable indicator of its fair market value. When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in the common shares, there may be a lower likelihood of one’s orders for common shares being executed, and current prices may differ significantly from the price one was quoted at the time of one’s order entry.

Further, if our common shares cease to be quoted, holders would find it more difficult to dispose of their common shares or to obtain accurate quotations as to the market value of the common shares and as a result, the market value of the common shares likely would decline.

Our common shares may not become listed or quoted on a stock market senior to the OTCBB.

In the future, we may seek to apply for listing on another market or exchange within the United States, such as Nasdaq or the New York Stock Exchange. We currently do not meet all of the initial listing standards for any of these exchanges, particularly the corporate governance requirements and director independence. There are no assurances that we will satisfy the applicable listing standards of any such market that we apply to, or that we will be able to obtain or maintain a more senior listing for our common shares.

We are subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to its customers prior to executing trades in penny stocks. These disclosure requirements may make it difficult for our ~~shareholders~~stockholders to sell their shares.

Our common shares are subject to the SEC regulations for “penny stock.” Penny stock includes any non-NASDAQ or other exchange listed equity security that has a market price of less than $5.00 per share, subject to certain exceptions. The regulations require that prior to any non-exempt buy/sell transaction in a penny stock, a disclosure schedule set forth by the SEC relating to the penny stock market must be delivered to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for the common stock. The regulations also require that monthly statements be sent to holders of penny stock which disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements adversely affect the market liquidity of our common stock.

In addition, our common stock is subject to Rule 15g-1 through 15g-9 under the Exchange Act, which imposes certain sales practice requirements on broker-dealers who sell our common stock to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 (exclusive of the value of their primary residence) or annual incomes exceeding $200,000 individually, or $300,000 together with their spouse)). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their shares of such common stock.

~~If we~~In ~~raise~~addition, ~~capital~~our common stock is subject to Rule 15g-1 through 15g-9 under the ~~sale~~Exchange Act, which imposes certain sales practice requirements on broker-dealers who sell our common stock to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of ~~equity~~$1,000,000 ~~securities~~(exclusive of the value of their primary residence) or annual incomes exceeding $200,000 ~~existing~~individually, ~~shareholders~~or ~~will~~$300,000 together bewith ~~diluted~~their spouse)). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their shares of such common stock.

~~Any additional~~If ~~capital~~ we raise capital through the sale of ~~our~~ equity securities ~~will dilute the ownership percentage of our shareholders.~~, ~~Raising~~existing ~~any~~stockholders ~~such~~will ~~capital could also result in a decrease in the nominal fair market value of our equity securities because our assets would~~ be ~~owned by a larger pool of outstanding equity~~diluted. The terms of securities that we issue in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, all of which may have a dilutive effect to existing investors.

Any additional capital we raise through the sale of our equity securities will dilute the ownership percentage of our stockholders. Raising any such capital could also result in a decrease in the nominal fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities that we issue in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, all of which may have a dilutive effect to existing investors.

The elimination of monetary liability against our directors, officers and employees under Colorado law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our organizational documents contain provisions that limit the liability of our directors for monetary damages and provide for indemnification of our executive officers and directors. These provisions may discourage ~~shareholders~~stockholders from bringing a lawsuit against our officers and directors for breaches of fiduciary duty and may also reduce the likelihood of derivative litigation against its officers and directors even though such action, if successful, might otherwise have benefited the ~~shareholders~~stockholders. We may also have contractual indemnification obligations under our agreements with our officers. In addition, to the extent that costs of settlement and damage awards against our officers or directors are paid by us pursuant to the indemnification provisions in our governing documents, this actually may have the effect of deterring the ~~shareholder~~stockholder from bringing suit against our officers or directors. We have been advised that the SEC takes the position that these types of indemnification provisions are unenforceable under applicable federal and state securities laws. However, management has obtained Directors and Officers liability insurance coverage to mitigate exposure should any events occur.

Restricted securities may not be resold outside of a registered offer and sale.

Securities that we sell and issue and that have not been registered under the Securities Act are “restricted securities” within the meaning of Rule 144. As a result, such restricted securities may not be offered, sold, pledged or otherwise transferred by the holders of such shares, directly or indirectly, unless the shares are registered under the Act and all applicable states securities laws, or unless there is an available exemption or exclusion from such registration requirements.

Unless certain conditions are met, Rule 144 is not available for the resale of securities of issuers that are, or have ever previously been, issuers with (i) no or nominal operations and (ii) no or nominal assets other than cash and cash equivalents (a “shell company”). The Asset Purchase Agreement with Wi2Wi concluded that we may have been at one time a “shell company” in the past. We believe that we were never a shell company and that, even if we were deemed to have been a shell, we ceased to be a shell company in October 2010, when we acquired our first oil and gas producing properties, and that the filing of our Annual Report on Form 10-K for the year ended December 31, 2010 satisfied the Form 10 disclosure requirements. However, if it is deemed that we did not satisfy the conditions for use of Rule 144, our ~~shareholders~~stockholders would not be able to use Rule 144 for resales of restricted securities.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. Oil and Gas Properties

We previously held interests in oil and gas properties located in the United States (States of Kansas and Oklahoma). We sold our oil and gas properties in Kansas, and hold one existing property in Oklahoma which is nonproducing and was impaired to $-0- as of December 31, 2015.

During the first quarter of 2015, we sold two properties in Kansas, leaving one producing oil and gas property in Kansas (Landers/Volunteer lease) which was sold on October 27, 2015, and one nonproducing oil and gas property in Oklahoma (Van Pelt lease) which as been impaired to $ -0- at December 31, 2015.

We sold the lease operated in Kansas to HPH, in exchange for debt forgiveness in the amount of approximately $1.9 million owed to Hillair, with no gain or loss recorded on the sale as HPH is a related party.

ITEM 2.

OIL AND GAS PROPERTIES

We previously held interests in oil and gas properties located in the United States (Kansas and Oklahoma). During the first quarter of 2015, we sold two properties in Kansas, leaving one producing oil and gas property in Kansas (Landers/Volunteer lease) which was sold on October 27, 2015, and one nonproducing oil and gas property in Oklahoma (Van Pelt lease) which was impaired to $ -0- at December 31, 2015, and is a nonproducing property. Further, we have accrued the appropriate asset retirement obligations as a liability in our consolidated financial statements at December 31, 2016 and 2015, related to this specific lease.

Summary of Oil and Gas Reserves as of December 31, 2015

On October 27, 2015, we sold the remaining productive oil and gas property that the Company owned and at that date, became solely a trucking hauler of crude oil in the Bakken region of North Dakota. During the year ended December 31, 2016, we also commenced operations in the Permian basin of Texas and New Mexico, while maintaining our operations in North Dakota.

See “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” for more information about our production from our oil and gas properties.

ITEM 3.

LEGAL PROCEEDINGS

~~On October~~As 28of the date of this Report, ~~2013~~there are no other claims, RRproceedings, actions ~~Donnelly~~or &lawsuits ~~Sons~~in ~~Company~~existence, ~~filed~~or ato ~~complaint~~our knowledge threatened or asserted claims, against ~~the~~us ~~Company~~or ~~seeking~~with respect to ~~collect~~any ~~approximately~~of ~~$68~~our assets that would materially adversely affect our business,~~913~~ property or financial condition, including environmental actions or claims. ~~plus~~In ~~interest~~addition, ~~for~~there ~~services~~are ~~rendered~~no onoutstanding judgments against us or ~~before~~any ~~November~~consent ~~30,~~decrees ~~2012.~~or ~~This~~injunctions ~~claim~~to ~~has~~which ~~been~~we ~~satisfactorily~~are ~~resolved~~subject ~~between~~or ~~the~~by which ~~parties~~our assets are bound. However, from time to time, we may become involved in various lawsuits and ~~Legend~~legal proceedings which arise in the ordinary course of business. Litigation is ~~remitting~~subject ~~approximately~~to $2inherent uncertainties,~~500~~ ~~per~~and ~~month~~an adverse result in ~~settlement~~these ofor ~~this~~other matters ~~claim,~~may ~~until~~arise ~~such~~from ~~balance~~time isto ~~fully~~time ~~repaid~~that may harm our business.

As of the date of this Report, there are no other claims, proceedings, actions or lawsuits in existence, or to our knowledge threatened or asserted, against us or with respect to any of our assets that would materially adversely affect our business, property or financial condition, including environmental actions or claims. In addition, there are no outstanding judgments against us or any consent decrees or injunctions to which we are subject or by which our assets are bound. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We do not know of any proceedings to which any of our directors, executive officers, or affiliates, any owner of record of the beneficially or more than five percent of its common stock, or any associate of any such director, officer, affiliate, or security holder is a party adverse or has a material interest adverse to us.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common shares have been quoted for trading on the Over-the-Counter Bulletin Board under the trading symbol “LOGL” since March 15, 2011. Prior to March 15, 2011, our common shares were quoted on the OTCBB under the trading symbol “SNHI”, although there was no active trading in the shares.

Although our common shares are quoted on the OTCBB, there is no assurance that an active, liquid market for our common shares will develop or that a trading market will continue. The OTCBB is a significantly more limited market than the New York Stock Exchange, American Stock Exchange or NASDAQ system. The quotation of our common shares on the OTCBB may result in a less liquid market available for our ~~shareholders~~stockholders to trade common shares, could depress the trading price of the common shares and could have a long-term adverse impact on its ability to raise capital in the future.

The ~~following~~ table below sets forth, for the period indicated, the average high and low closing prices for our common shares on the OTCBB as reported by various OTCBB market makers. The quotations reflect inter-dealer prices without adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

	~~High~~	High		Low
Fiscal 2014:
Fiscal 2016:
Fourth quarter, ended December 31, 2014	$	0.01		$	0.01
Fourth quarter, ended December 31, 2016	$	0.00	$	0.00
Third quarter, ended September 30, 2014		0.03			0.01
Third quarter, ended September 30, 2016		0.00		0.00
Second quarter, ended June 30, 2014		0.05			0.01
Second quarter, ended June 30, 2016		0.00		0.00
First quarter, ended March 31, 2014		0.08			0.04
First quarter, ended March 31, 2016		0.00		0.00
Fiscal 2015:
Fourth quarter, ended December 31, 2015	$	0.01	$	$0.00	~~0.00~~
Third quarter, ended September 30, 2015		0.01		0.00	~~0.00~~
Second quarter, ended June 30, 2015		0.01		0.01	~~0.01~~
First quarter, ended March 31, 2015		0.01		0.00	~~0.00~~

As of March 3031, ~~2016~~2017, the closing sales price for our common shares on the OTCBB was $0.~~002~~00.

Holders

As of the latest practicable date before filing this annual report, there were 942,~~683~~083,273 common shares issued and outstanding, with 29 holders of record. Further, wethere ~~had~~are ~~one~~9,643 ~~preferred~~and ~~stockholder~~15 ~~owning~~Series ~~9,643~~B Preferred shares ofissued ~~preferred~~and ~~stock,~~outstanding ~~convertible~~to ~~into~~Hillair and ~~327~~Lorton,~~499~~ respectively,~~200 shares~~ as of ~~common~~December ~~stock~~31, 2016.

Transfer Agent and Registrar

VStock Transfer, LLC, located at 18 Lafayette Place, Woodmere, New York 11598 is currently the transfer agent and registrar for our common shares. Its phone number is (212) 828-8436.

Dividend Policy

We have never declared or paid dividends on our capital stock. However, under the provisions of our preferred stock, dividends must be computed and reported as undeclared (and not accrued in our financial statements) until the Company's Board of Directors approve the payment of such dividends. We have undeclared dividends related to our Series B Preferred Stock totaling $990,580 (2016 and 2015 undeclared dividends were $837,245 and $153,335, respectively). We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

There are no dividend restrictions that limit our ability to pay dividends on our common stock in our Articles of Incorporation, as amended, or Bylaws.

ITEM 6.

SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7.

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, ~~2015~~2016 and ~~2014~~2015. 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.

Overview of Business

On April 3, 2015, the Company entered into a Membership Interest Purchase Agreement with Sher Trucking, LLC (“Sher”), the majority owner, and two minority owners, which made up all of the members of Black Diamond Energy Holdings, LLC (“Maxxon Energy” or “Maxxon”) to purchase all of the outstanding membership interests of Maxxon. The Company paid $1,500,000 in cash to Sher; issued a secured promissory note to Sher in the amount of $2,854,000 at 5% per annum, due April 3, 2016 and issued 148,500,000 shares of the Company’s common stock to the minority owners, then valued at $861,300. In April 2016, we paid an additional $1,000,000 to Sher, as well as restructured this note, which is further described in detail within Note 10 to the accompanying Consolidated Financial Statements.

OnPrior ~~April~~to ~~5, 2016,~~ the ~~Company~~acquisition ~~entered~~of ~~into an agreement with Sher that restructured the secured promissory note ($2~~Maxxon,~~854,000)~~ ~~plus~~our ~~accrued~~sole ~~interest~~business ~~($142,700)~~focus ~~(the~~was ~~“Restructuring”), totaling $2,996,700~~ to ~~Sher.~~acquire ~~The~~producing ~~terms~~and ofnon-producing ~~that~~oil ~~Restructuring~~and ~~are~~gas ~~that~~leases ~~(1)~~and ~~the Company will pay $1,000,000~~ to ~~Sher~~develop byoil ~~April~~and 8,gas ~~2016~~properties ~~(the Company will enter into a debenture with Hillair~~ that ~~nets~~we toowned ~~$1,000,000~~or in which ~~cash~~we ~~proceeds~~had toa ~~the~~leasehold ~~Company, to be paid by us directly to Sher); (2) the remaining balance on the Sher Note of $1,996,700 at 15%~~ interest. ~~per~~This ~~annum,~~is ~~will~~a bediscontinued ~~due and payable on April 3~~operation, ~~2018;~~as ~~(3) commencing with the quarter ending June 30, 2016, at each year end,~~ we ~~will~~sold ~~pay~~our ~~Sher,~~producing ~~within~~oil 10and ~~days~~gas ofassets ~~issuing~~in ~~our~~October ~~quarterly report on Form 10-Q~~2015, ~~20% of net operating cashflows~~while ~~for~~remaining the ~~quarter~~owner ~~as deposited on the Statement~~ of ~~Cashflows for~~ the ~~particular~~Van ~~quarter;~~Pelt ~~(4) the Company will pay Sher a restructuring fee of $250~~lease,~~000~~ onwhich ~~April~~is 3non-producing, ~~2018;~~ and ~~(5)~~for ~~the~~which ~~Sher~~there ~~Note~~is ~~will~~no ~~remain~~asset ~~collateralized~~value byrelated ~~the~~to ~~same~~this ~~collateral~~lease as ~~the~~of ~~original~~December ~~promissory~~31, ~~note~~2016 toand ~~Sher~~2015.

~~Prior to~~Maxxon ~~the~~is ~~acquisition~~our ofcrude ~~Maxxon,~~oil ~~our~~hauling ~~sole~~and ~~business~~trucking ~~focus~~subsidiary. ~~was~~We toperform hauling ~~acquire~~services ~~producing~~for ~~and~~large ~~non-producing~~institutional ~~oil~~drilling and ~~gas~~exploration ~~leases~~companies ~~and~~as towell ~~develop~~ as crude oil ~~and~~marketers. ~~gas~~Our ~~properties~~largest ~~that~~clients are wemultibillion dollar ~~owned~~market orcap incompanies, most of which weare ~~had~~either apublicly ~~leasehold~~held, ~~interest~~or large multinational privately held companies. We principally serve both the Bakken region of North Dakota, and the Permian Basin in Texas and New Mexico.

Maxxon is our crude oil hauling and trucking subsidiary. We perform hauling services for large institutional drilling and exploration companies as well as crude oil marketers. Our current largest clients we perform such services for are Statoil ASA, Inland Oil & Gas Corporation, and Bridger Logistics, LLC. We serve principally the Bakken in North Dakota; however, during March 2016, we commenced hauling operations in Colorado as well as Texas.

Our Company was incorporated under the laws of the State of Colorado on November 27, 2000 under the name “SIN Holdings, Inc.” On November 29, 2010, we changed our name to Legend Oil and Gas, Ltd.

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 Consolidated Financial Statements and the Notes thereto contained elsewhere in this report. Comparative results of operations for the periods indicated are discussed below.

Oil and gas activities

The following table sets forth certain of our oil and gas operating information for the years ended December 31, 2015, and December 31, 2014, respectively.

	Year Ended December 31,
	2015			2014		Change			% Change
Production Data:
Oil production (bbl)		8,107			8,760		(653	)		-7	%
Average daily oil production (bbl/d)		22.21			24.00		(1.79	)		-7	%
Total BOE		8,107			8,760		(653	)		-7	%
Total BOE/d		22.21			24.00		(1.79	)		-7	%
Revenue Data:
Oil revenue ($)		350,315			691,593		(341,278	)		-49	%
Average realized oil sales price ($/bbl)		43.21			78.95		(35.74	)		-45	%
Operating expenses:
Production expenses		387,501			443,413		(55,912	)		-13	%
Average operating expenses ($/boe)		47.80			50.62		(2.82	)		-6	%
Operating Margin ($/boe)		(4.59	)		28.33		(32.92	)		-116	%
Depreciation, depletion, and amortization		124,740			69,285		55,455			80	%

Production and Revenue

Revenues
	Year Ended December 31,
	2015		2014		$ Change			% Change
Product revenues:
Crude oil sales	$	350,315	$	691,593		(341,278	)		-49	%
Natural gas sales		—		—		—			—
Natural gas liquids sales		—		—		—			—
Product revenues		350,315		691,593		(341,278	)		-49	%

Production
	2015		2014		$ Change			% Change
Sales Volume :
Crude Oil(bbl)		8,107		8,760		(653	)		-7	%
Natural Gas(mcf)		—		—		—			—
Natural Gas Liquids(bbl)		—		—		—			—
Total BOE		8,107		8,760		(653	)		-7	%

The change in oil volumes and revenues is due to the combination of the company sale of all the producing oil and gas properties and owned more producing oil and gas properties during 2015 than 2014.

Pricing

	2015		2014		$ Change			% Change
Sales Price:
Crude Oil($/bbl)	$	43.21	$	78.95		(35.74	)		-45	%
Natural Gas($/mcf)		—		—		—			—
Natural Gas Liquids($/bbl)		—		—		—			—

During the period where we produced oil from our leases, through October 31, 2015, we received an average price per barrel of $43.21, significantly lower than the year ended December 31, 2014, reflective of the global decline in crude oil pricing.

Production Expenses

Production expenses for the year ended December 31, 2015 totaled $387,501, compared to $443,413 in 2014. On a per barrel basis, the production expense decreased from $50.62/boe in 2014 compared to $47.80/boe in the corresponding period of 2015, and therefore resulted in an overall decrease of production expenses year over year.

Trucking activities

~~Our subsidiary,~~ Maxxon had revenue of $3,859,142 for the year ended December 31, 2016, compared to $4,269,323 ~~since~~during wethe ~~acquired~~year ended itDecember 31, 2015. Since the acquisition of Maxxon on April 3, 2015., ~~During~~we ~~the~~hauled ~~period~~a total of 2,131,317 barrels of oil, averaging ~~from~~7,836 ~~April~~barrels 4hauled per day during the year ended December 31, 2015. ~~through~~For the year ended December 31, ~~2015~~2016, we hauled a total of 2,~~131~~487,~~317~~789 barrels of oil, averaging 76,~~836~~816 barrels hauled per day. ~~Our~~The ~~pricing~~decrease in both barrels hauled per day and our overall revenue during the year ended December 31, 2016, compared to ~~customers~~the year ended December 31, 2015, is due to a decrease in the average barrels hauled and a substantial decrease in the commodity price of oil per barrel ~~hauled~~as isa ~~based~~result onof ~~various~~the ~~break~~global ~~points~~depression in ~~miles~~the oil markets. In order to maintain our customer base, we needed to significantly reduce our rates per hauled barrel to be in line with the reduced prices of oil our customers were receiving. The average hauling price per barrel received by Maxxon during the year ended December 31, 2016 was $1.55, down from $2.00 per barrel in 2015.

~~Revenue~~The table below summarizes our barrels hauled for the year ended December 31, 2016 and ~~cost~~the ofyear ~~trucking~~ended ~~revenue~~December 31, 2015:

The following table summarized the revenue and cost of trucking revenue for the period from April 4, 2015 through December 31, 2015.

	Year Ended December 31,
	2016		2015		Change		% Change
Barrels hauled		2,487,789		2,131,317		356,472		17	%

Trucking revenue	$	4,269,323
Cost of trucking revenue		2,742,800
Gross margin		1,526,523

Revenue and cost of revenue

~~General~~Gross margin during the year ended December 31, 2016, compared to the year ended December 31,2015, is lower due to (1) the reduction in hauling rates per barrel as a reaction to lower oil prices, while maintaining driver compensation at similar levels to 2015, to retain drivers, (2) addition of multiple vehicle lease agreements in 2016 to expand the size of our fleet while moving into the Permian basin, (3) lower hauling rates to acquire new customers in the Permian basin, and ~~Administrative~~(4) ~~Expenses~~$121,655 in revenue during 2015 related to our Treeline service center, which was closed during the year ended December 31, 2015.

~~General~~The ~~and~~table ~~administrative~~below ~~expenses include:~~summarizes ~~professional~~our ~~fees;~~revenue ~~management fees; travel expenses; office~~ and ~~administrative~~cost ~~expenses;~~of ~~and~~revenue ~~marketing~~for ~~and~~the ~~SEC filing~~year ~~expenses.~~ended ~~General and administrative expenses increased at~~ December 31, ~~2015~~2016 toand ~~$4,141,012,~~the year asended ~~compared~~December ~~to $3~~31,~~635,247 for~~ ~~the same period in 2014. The increase in office expenses and salaries reflects costs in our acquisition of Maxxon.~~ 2015:

	2015				2014				$ Change				% Change
	Year Ended December 31,
General and administrative expenses
	2016			2015			Change			% Change
Professional fees		156,734				164,471				(7,737	)			(5	%)
Revenue	$	3,859,142		$	4,390,978		$	(531,836	)		-12	%
Salaries and benefits		1,779,468				1,326,375				453,093				34	%
Cost of revenue		3,091,106			2,866,351			224,755			8	%
Office and administration		2,204,810				1,333,099				1,467,133				65	%
Gross margin		768,036			1,524,627			(756,591	)		-50	%
Stock-based compensation		—				811,302				(811,302	)			(100	%)
Gross margin %		20	%		35	%
Total		4,141,012				3,635,247				901,188				(5	%)

General and administrative expenses

General and administrative expenses include: professional fees; management fees; travel expenses; office and administrative expenses; and marketing and SEC compliance and filing expenses. General and administrative expenses decreased during the year ended December 31, 2016, compared to the year ended December 31, 2015, due to lower professional fees. Professional fees are lower in the year ended December 31, 2016, compared to the year ended December 31, 2015, due to transaction related costs for the acquisition of Maxxon in 2015, and the decrease in 2016 due to cost cutting measures implemented by management, as well as a negotiated settlement of $2,000, for a previously accrued amount of approximately $80,000. Thus, professional fees were credited by the difference between the accrued and settlement amount. This credit was mostly offset by the increase in employees and office expenses related to the expansion of Maxxon’s oil hauling operations to the Permian basin located in Texas and New Mexico, and the relocation of its back-office operations headquarters to Colorado.

	Year Ended December 31,
	2016		2015		Change			% Change
General and administrative expenses
Professional fees	$	380,675	$	898,428	$	(517,753	)		-58	%
Salaries and benefits		2,143,399		1,779,468		363,931			20	%
Office and administration		1,543,752		1,433,239		110,513			8	%
Total		4,067,826		4,111,135		(43,309	)		-1	%

Depreciation and amortization

The Company incurred $741,043 for depreciation and amortization for the year ended December 31, 2016, compared to $532,708 for the year ended December 31, 2015, from continuing operations. The increase is reflective of the additional property and equipment acquired in 2016.

Depletion, depreciation, amortization and impairment

The Company incurred $657,448 for depreciation, depletion, amortization for the year ended December 31, 2015 ($80,910 for 2014), the increase is reflective of the additional property and equipment acquired in our acquisition of Maxxon. The Company has incurred $438,106 and $224,835 in impairment charges related to goodwill and fixed assets, respectively, for the year ended December 31, 2015 ($0 for 2014).

Accretion expense

For year ended December 31, ~~2015~~2016, the Company had accretion expense of $2743,~~574~~798, (compared to $1527,~~803~~574 for ~~2014)~~the year ended December 31, 2015, related to the Company’s ~~asset~~ asset retirement obligations. ~~The~~Although ~~increase~~we had no oil and gas operations in ~~accretion~~2016, ~~expense~~we isstill ~~due~~own tothe aVan ~~higher~~Pelt ~~number~~lease of(carrying balance ~~oil~~fully impaired) in Oklahoma, and ~~gas~~have ~~properties~~asset inretirement ~~operation~~obligations inand accretion expense as a result of that ~~2015~~property. ~~than~~These amounts are recorded in ~~2014~~discontinued operations for the years ended December 31, 2016 and 2015, respectively.

Loss on sale of oil and gas properties

For year ended December 31, 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~~ relationship between the Company’s capitalized costs and its total proved reserves, the Company recorded a loss on the sale of approximately $901,114 ~~($0~~ for ~~2014)~~the year ended December 31, 2015. The loss is reported in the loss from discontinued operations in the Company’s Consolidated Statements of Operations. For the year ended December 31, 2016, the Company only owned the non-operating Van Pelt lease, which as of December 31, 2015 there was no recorded asset value; and no sales of oil and gas properties during the year ended December 31, 2016.

Impairment of goodwill

During the year ended December 31, 2015, the Company acquired Maxxon and as a result recorded goodwill of $438,106. The Company performed a fair value assessment of its goodwill as of December 31, 2015 and determined that the acquired goodwill was impaired. Accordingly, impairment expense of $438,106 was recorded as of December 31, 2015. For the year ended December 31, 2016, no further impairment of goodwill was required as we had no goodwill remaining.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be recoverable. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value calculated utilizing a discounted cash flow model or appraised value depending on the nature of the asset. There were no impairments of intangible assets for the years ended December 31, 2016 and 2015. There were no impairments of property and equipment for the year ended December 31, 2016, however refer to the following discussion related to impairment of property and equipment during the year ended December 31, 2015.

Impairment of property and equipment

During the year ended December 31, 2015, the Company acquired Maxxon and as a result recorded property and equipment of $3,188,615. The Company performed a fair value assessment of its property and equipment as of December 31, 2015, and determined that certain acquired property and equipment was impaired. Accordingly, impairment expense of $224,835 was recorded on our Treeline service center fixed assets as of December 31, 2015.

Loss on disposal of property and equipment

Loss on sale on disposal of property and equipment was $1,113,067 for the year ended December 31, 2016, compared to $10,255 for the year ended December 31, 2015. The increase in the loss on disposal of property and equipment is related to the Company selling 19 oil trailers with a net book value of $1,235,346 (net of accumulated depreciation of $428,654). The Company received $158,355 in proceeds, resulting in a recorded loss on the sale of the vehicles of $1,076,991 during the year ended December 30, 2016. The Company also disposed of several vehicles during the year ended December 31, 2016 that resulted in additional loss on disposal of approximately $36,076. During the year ended December 31, 2015, we exchanged 2 vehicles for 2 new vehicles. The exchange of these vehicles resulted in the Company recording a loss on disposal of $10,255.

Interest expense

Interest expense was $3737,~~621,017~~998 for the year ended December 31, ~~2015~~ 2016, compared to $43,~~720~~621,~~857~~017 infor ~~2014~~the year ended December 31, 2015. Interest expense ~~decreased~~decrease is principally asthe a result of ~~Hillair’s~~the conversion by Hillair of certain debt to preferred and common stock, settlement of debt with ~~oil~~ oil and gas properties, less total interest bearing debt on our balance sheet, as well as the related reduction in amortization of original issue discounts.

~~Debt Extinguishment~~ Discontinued operations

~~For~~ During the year ended December 31, ~~2015~~2016, the Company ~~had~~accounted for aits ~~loss~~oil onand ~~debt~~gas ~~extinguishment~~operations ofas $0discontinued ~~compared~~operations. toThere ~~$5,013,957~~were inno revenues and minimal costs incurred during the year ~~ended~~ ended December 31, ~~2014.~~2016, ~~The~~which the Company recorded a loss onfrom ~~extinguishment~~discontinued ofoperations ~~debt~~in ~~with~~the ~~Hillair~~amount ~~related~~of to$355,445. ~~amendments~~During tothe ~~conversion~~year ended ~~features~~December ~~and~~31, ~~warrants~~2015, ~~embedded~~there was little activity, as most activity of our discontinued operations occurred in the ~~Company’s~~first ~~debentures~~three ~~issued~~months of 2015. Further, the year ended December 31, 2015 consolidated statements of operations and cash flows have been reclassified to ~~Hillair~~depict ~~during~~the accounting for discontinued operations. During the year ended December 31, 2015, the Company recorded a loss from ~~2014~~discontinued operations in the amount of $1,020,473.

~~Discontinued Operations~~Change in fair value of embedded derivatives

~~For~~ The Company recorded a loss of $6,551,333 for the year ended December 31, 2015, due to the ~~Company~~change ~~had~~in nothe ~~discontinued~~fair ~~operations~~value ~~compared~~of tothe aderivative ~~gain~~liabilities. ofOn $2May 1,~~894~~ 2015,~~643~~ ~~during~~Hillair ~~the~~converted ~~year~~its outstanding ~~ended~~Series ~~December~~A ~~31,~~Convertible ~~2014~~Preferred Stock into 600 million shares of the Company’s common stock. The ~~gain~~Company ~~recorded~~used in the ~~year~~market ~~ended~~price on ~~December~~the ~~31,~~date ~~2014,~~of isthe ~~due~~conversion to ~~Legend~~value ~~Canada~~the ~~declaring~~embedded ~~bankruptcy~~ derivative liabilities associated with certain convertible debt and ~~being~~convertible preferred ~~relieved~~stock. ofThere ~~the~~were ~~net~~no ~~liabilities~~derivatives atduring the ~~time~~year ofended ~~the~~December ~~bankruptcy~~31, 2016.

Change in Fair Value of Derivatives

The Company recorded a loss of $6,551,333 compared to a gain of $7,968,322 for the years ended December 31, 2015 and 2014, respectively, due to the change in the fair value of the derivative liabilities. On May 1, 2015, Hillair converted its outstanding Series A Convertible Preferred Stock into 600 million shares of the Company's common stock. The Company used the market price on the date of the conversion to value the embedded derivative liabilities associated with the convertible preferred stock. The 2014 gains were related to derivative warrants and conversions features in the Company' debentures and were reflective of the change in fair value due to the Company' stock price decreasing each year.

Net Loss

The Company recorded a net loss of $~~14,989,835~~6.2 million ($5.9 million from continuing operations and $0.4 million from discontinued operations) for the year ended December 31, ~~2015~~2016, as compared to a ~~the~~ net loss of approximately $215.0 million for the year ended December 31,~~355,629 in~~ ~~2014~~2015. The ~~increase~~decrease in losses is mainly due to recognition of the ~~non-cash~~noncash ~~change~~charge inrelated ~~fair~~to ~~value~~the ofderivative liability discussed above, and the ~~embedded~~discontinued operations related to our oil and gas activities. Further, when evaluating the net loss for 2015, after reducing the derivative charge as well as our discontinued ~~liability~~operations, the loss in the year ended December 31, 2015 was approximately $7.4 million. The decrease in our loss for the year ended December 30, 2016 compared to 2015, when extracting the above factors, was approximately $1.5 million. This decrease in our loss for the year ended December 31, 2016, was primarily attributable to the decrease in interest expense in the year ended December 31, 2016 of approximately $2.9 million which was offset by losses on ~~sale~~the disposal of ~~both~~property and equipment of approximately $1.1 million, a decrease in revenues as a result of our strategy to decrease the ~~Piqua~~rates charged to customers per barrel to attract and ~~McCune~~obtain new customers to overcome the global oil depression, and ~~gas~~an ~~properties,~~increase in general and administrative expenses related to the ~~factors~~expansion ~~described~~of ~~above~~Maxxon’s oil hauling operations.

Liquidity and Capital Resources

Liquidity

We have incurred net operating losses and operating cash flow deficits over the last ~~two~~several years, continuing through ~~2015~~the year ended December 31, 2016. We ~~recently~~ sold our oil and gas properties, and acquired a crude oil hauling company in ~~North Dakota~~2015, and we have been funded primarily by a combination of equity issuances, debentures, and borrowings under loan agreements and to a lesser extent by operating cash flows, to expand our trucking services beyond the Bakken Region in North Dakota. Onto ~~April~~the 3,Permian ~~2015,~~basin welocated ~~acquired Maxxon, which is a last mile oil trucking/hauling business. Maxxon operated~~ in aTexas ~~cash flow positive manner during April~~ and ~~May~~New ~~2015~~Mexico. ~~Due~~During ~~to well~~the ~~maintenance~~year atended ~~our~~December ~~major~~31, ~~customer~~2016, ~~our~~we had ~~trucking~~a ~~revenue~~net ~~for~~loss ~~June~~of ~~2015 declined unexpectedly~~$6,247,343 ~~resulting~~as inwell as negative operating cash flows of $3,220,833. However, management believes that based on various cost reductions, increased and normalized revenue within our core business, as well as ~~expansion~~acquisition of ~~trucking~~new ~~operations to Colorado and Texas~~customers, positive ~~cash~~ cash flow will result through Maxxon adding overall value to the Company. If volumes and revenue do not increase as expected, we may be at break-even rates or lower, depending on hauling volumes and revenue. Should this be the case, we would require ~~additional~~ additional operating funding in amounts which are not yet determinable. At December 31, ~~2015~~2016, we had cash and cash equivalents totaling $~~463~~161,~~503~~039. We have currently forecasted losses of approximately $200,000 per month, on average, which are expected to decrease as we obtain new customers, increase our hauling rates and drive our top line revenue, which should also reduce our net losses.

~~Our operating~~Many of our operating costs have decreased over the year due to the implementation of expense efficiencies, 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 .4 million, including capital additions for tractors and trailers, as well as normal corporate general and administrative expenses.

On April 5, 2016, the Company entered into an agreement with Sher that restructured the secured promissory note due April 3, 2016 ($2,854,000) plus accrued interest ($142,700) (the "Restructuring"), totaling $2,996,700 to Sher. The terms of that Restructuring are that (1) the Company will pay $1,000,000 to Sher by April 8, 2016 (the Company entered into a debenture with Hillair that nets to $1,000,000 in cash proceeds to the Company, to be paid by us directly to Sher; (2) the remaining balance on the Sher Note of $1,996,700 at 15% interest per annum, will be due and payable on April 3, 2018; (3) commencing with the quarter ending June 30, 2016, at each year end, we will pay Sher, within 10 days of issuing our quarterly report on Form 10-Q, 20% of net operating cashflows for the quarter as deposited on the Statement of Cashflows for the particular quarter; (4) the Company will pay Sher a restructuring fee of $250,000 on April 3, 2018; (4) the Company will pay Sher a restructuring fee of $250,000 on April 3, 2018; and, (5) the Sher Note will remain collateralized by the same collateral as the original promissory note to Sher.

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”) for $1,000 per share, with a conversion price of $0.03 per share in exchange for the cancellation of all debentures at that time, 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. The Company recorded additional interest expense for the carrying value of the note for the 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.

Hillair has been our principal funding source since 2014, and ~~Capital~~has ~~Investments~~provided debt capital convertible into various instruments, including common stock. Further, Hillair has acquired preferred stock as well as converted certain preferred stock into common stock. They have provided us total capital through debt and preferred stock instruments of over $13.5 million in face value since 2014.

~~On November~~The ~~13, 2014, the~~ Company ~~and~~has ~~Hillair~~continued ~~entered~~to enter into avarious ~~debt~~Securities ~~and~~Purchase ~~warrant~~Agreements ~~restructuring~~with ~~agreement.~~Hillair ~~All~~to offund ~~the~~continuing working ~~existing~~capital ~~debt outstanding~~ and ~~accrued~~capital ~~interest~~expenditures. ~~owed~~Outstanding toat ~~Hillair~~the ~~was~~end ~~restructured~~of ~~and~~2016, ~~consolidated~~the ~~into~~Company ~~one~~had ~~new~~entered ~~debenture~~into ~~(the~~Securities ~~“Restructured~~Purchase ~~Debenture”).~~Agreements ~~The~~with ~~Restructured~~debenture ~~Debenture~~amounts ~~had~~totaling a$5,797,976 and received ~~face~~net ~~value~~proceeds of $65,~~060~~020,000, ~~with~~(net anof original issue discount ~~of $60~~,~~000,~~ ~~carried~~legal ~~an interest rate of 8.5% per annum~~ and ~~was~~diligence ~~due~~fees ~~and payable in one payment on March 1, 2016. Further, in exchange for warrants to purchase an aggregate~~ of ~~474~~$777,~~258~~976),~~441~~ ~~shares~~with ofmaturity ~~the Company’s common stock held by Hillair; Hillair agreed to purchase 600 shares of convertible~~dates ~~perpetual preferred stock at a price~~ of $March 1,~~000~~ ~~per share, for a total amount of $600,000 in cash proceeds~~2018. ~~This convertible, perpetual preferred stock had no dividends attributable to it.~~ The ~~shares~~debentures ofare ~~preferred~~convertible ~~stock were converted~~ into ~~600~~193,265,879 ~~million shares~~ of ~~the Company¹s~~our common ~~stock~~shares at $0.~~001~~03 per share. ~~Since~~Refer ~~the~~to ~~preferred~~Note ~~shares~~8 ~~had~~– Related aParty ~~non-dilution~~Transactions ~~provision,~~within the ~~Company~~accompanying ~~recorded a~~consolidated ~~derivative~~financial ~~liability~~statements ~~with~~for afurther ~~fair value of $2,324,184 on the date of issuance~~discussion.

On January 21, 2015, the Company issued an 8.5% Senior Secured Debenture (the “Debenture”) to Hillair in the aggregate amount of $400,000 payable on or before March 1, 2016. The Company had 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.

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.

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.

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.

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.

~~The Hillair~~On ~~Debentures~~September ~~were~~30, ~~all~~2016, ~~secured~~the byCompany entered into a ~~lien~~credit infacility ~~certain~~with ~~leases~~Lorton ~~and~~Finance ~~leasehold~~Company ~~estates~~(“Lorton”), ~~and~~an ~~any~~affiliate ~~other~~of Hillair, ~~applicable~~due ~~property~~on September 30, 2019. The aggregate amount of this facility is $2,000,000, with the initial draw by the Company of $1,150,000. Subsequent to the initial draw, future draws require the Company to issue Lorton our Series B Preferred Stock in ~~Kansas~~amounts equivalent to ~~secure~~five percent (5%) of the ~~obligations~~amount of the draw divided by the $1,000 stated value of the Series B Preferred Stock. Each of these preferred shares is convertible into our common stock at $0.03 per share. In October 2016, the Company drew an additional $300,000 from this facility and issued to Lorton, 15 shares of its Series B Preferred Stock valued at $14,500, accounted as debt discount of long term debt-related party and additional paid-in-capital. Refer to Note 8 – Related Party Transactions within the ~~Purchaser~~accompanying ~~evidenced~~consolidated byfinancial ~~each~~statements ~~Debenture~~for further discussion.

~~On October~~The ~~22,~~table ~~2015,~~below ~~the~~summarizes ~~Company~~our ~~consummated~~cash aflows ~~Securities~~for ~~Exchange Agreement with Hillair pursuant to which it issued 9,643 shares of Series B Convertible Preferred Stock (~~the ~~“Series~~periods ~~B Preferred shares”) at a price of $1,000 per share, with a conversion~~ended ~~price~~December ~~of $0.03 per share in exchange for the cancellation of debentures held by Hillair with a total carrying value~~31, ~~including principal~~2016 and ~~interest,~~December ~~of $9~~31,~~824,976~~ ~~(the “Exchanged Debentures”). The preferred shares are convertible into 327~~2015,~~499,200 common~~ ~~shares.~~respectively:

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 “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 recorded additional interest expense of the carrying value of the note for the prepayment penalty.

	Year Ended December 31,
	2016			2015
Net cash flows from operating activities	$	(3,220,833	)	$	(2,536,108	)
Net cash flows from investing activities		(569,552	)		(758,206	)
Net cash flows from financing activities		3,487,921			3,055,969
Net change in cash during period	$	(302,464	)	$	(238,345	)

On October 28, 2015, the Company entered into and consummated a Purchase and Sale Agreement ("Agreement") with HPH. 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 notes described above, in amount of $1,814,289. The excess fair value of the debt over the property settled was recorded as a reduction of interest expense.

The following table summarizes our cash flows for the periods ended December 31, 2015 and December 31, 2014, respectively:

	Year Ended December 31,
	2015			2014
Net cash flows from operating activities	$	(2,536,108	)	$	(1,822,529	)
Net cash flows from investing activities		(758,206	)		(984,444	)
Net cash flows from financing activities		3,055,969			3,444,538
Net change in cash during period	$	(238,345	)	$	637,565

Cash from Operating Activities

Cash used by operating activities was $23,~~536~~220,~~108~~833 for the year ended December 31, ~~2015~~2016, as compared to cash used by operating activities of $12,~~822~~536,~~529~~108 in the year ended December 31, ~~2014~~2015. The increase in cash used in operating activities is ~~due~~a toresult ~~significant expenses~~of the Company’s reduced realized revenue per barrel hauled pricing that ~~resulted~~was ~~from~~incurred in the ~~Maxxon~~year ~~acquisition~~December 31, 2016. ~~Such~~The ~~operating~~Company ~~costs~~awarded ~~include~~new ~~professional~~customers ~~fees~~with ~~totaling~~contracts ~~approximately~~that contained below market ~~$285,000,~~pricing ~~compensation~~to ~~costs~~induce ofcustomer ~~over~~acquisition. ~~$425,000~~This ~~for~~resulted ~~both~~in the Company ~~and~~receiving ~~Maxxon,~~a ~~brokerage~~much ~~fees~~lower ofmargin ~~approximately~~in ~~$225,000,~~the ayear ended December ~~legal~~31, ~~settlement~~2016. ofThe ~~$105,000~~Company ~~with~~implemented cost reducing measures to offset the ~~former~~lowered ~~President~~margin ~~and~~received ~~Chief~~by ~~Operating~~the ~~Officer~~Company on these contracts. However, ~~other~~the ~~costs~~Company asincreased aits ~~result~~vehicle fleet size to service the new customers, which increased the number of ~~our~~drivers ~~acquisition~~paid, offuel ~~Maxxon~~costs, asinsurance, ~~well~~maintenance asand other ~~general~~associated ~~and~~costs ~~administrative~~with ~~expenses~~the weincreased ~~incurred~~fleet ~~throughout~~size, which increased the ~~year~~Company’s use of cash in operating activities.

Cash from Investing Activities

Cash used for investing activities for the year ended December 31, ~~2015~~2016 was $~~758~~569,~~206~~552 as compared to cash used for investing activities of $~~984~~758,~~444~~206 during the year ended December 31, ~~2014~~2015. The cash flows used in investing activities for 2016 are related to updating the Company’s fleet vehicles, which includes cash received from the sale of 19 oil trailers of approximately $0.2 million and $0.8 million used for capital additions; including hauling trucks, oil trailers, and corporate and administrator vehicles. The cash flows used in investing activities for 2015 include cash received from the sale of ~~two~~2 oil and gas properties in the first quarter of approximately $1.7 million, ~~acquisition of~~less ~~fixed~~costs ~~assets~~ incurred of approximately $0.59 million, ~~net cash paid~~ for the ~~purchase~~development of ~~Maxxon~~oil ofand ~~approximately~~gas ~~$1.2 million~~properties, ~~and~~which is included within our discontinued operations, ~~costs~~acquisition ~~incurred~~of fixed assets of approximately $0.95 million, and net cash paid for the ~~development~~purchase of ~~oil~~Maxxon ~~and~~of ~~gas~~approximately ~~properties~~$1.2 million.

Cash from Financing Activities

Total net cash provided by financing activities was $3,~~055~~487,~~969~~ 921 for the year ended December 31, ~~2015~~2016, consisting of repayment of bank debt, offset by proceeds of notes payable to Hillair. Total net cash from financing activities in the year ended December 31, ~~2014~~2015 was $3,~~444~~055,~~538~~969. ~~The Company issued convertible debt and short-term debt of approximately $4.2 million during 2015 compared to approximately $3.5 million during 2014.~~

Off Balance Sheet Arrangements

We have no off balance sheet financing activities.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Disclosure under this item is not required because we are a smaller reporting company.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page	~~Page~~
Report of Independent Registered Public Accounting Firm		24
Report of Marcum, LLP Independent Registered Public Accounting Firm	24
Consolidated Financial Statements:
Report of GBH CPAs, P.C. Independent Registered Public Accounting Firm	25
Consolidated balance sheets at December 31, 2015 and 2014		25
Consolidated Financial Statements:
Consolidated statements of operations for the years ended December 31, 2015 and 2014		26
Consolidated balance sheets at December 31, 2016 and 2015	26
Consolidated statements of comprehensive loss for the years ended December 31, 2015 and 2014		27
Consolidated statements of operations for the years ended December 31, 2016 and 2015	27
Consolidated statements of stockholders’ equity (deficit) for the years ended December 31, 2015 and 2014		28
Consolidated statements of stockholders’ deficit for the years ended December 31, 2016 and 2015	28
Consolidated statements of cash flows for the years ended December 31, 2015 and 2014		29
Consolidated statements of cash flows for the years ended December 31, 2016 and 2015	29
Notes to consolidated financial statements	30	30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of the Board of Directors and Stockholders of Legend Oil and Gas, Ltd.

~~Legend~~We have audited the accompanying consolidated balance sheet of Legend Oil and Gas, Ltd. and Subsidiaries (the “Company”) as of December 31, 2016, and the related ~~Alpharetta~~consolidated statements of operations, ~~Georgia~~stockholders’ deficit and cash flows for the year then ended. The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We ~~have~~conducted ~~audited~~our ~~the~~audit ~~accompanying~~in ~~consolidated~~accordance ~~balance~~with ~~sheets~~the standards of ~~Legend~~the ~~Oil~~Public ~~and~~Company ~~Gas,~~Accounting ~~Ltd~~Oversight Board (United States). asThose ofstandards ~~December~~require ~~31,~~that ~~2015~~we ~~and~~plan ~~2014,~~ and perform the ~~related~~audit ~~consolidated~~to obtain reasonable assurance about whether the financial statements are free of ~~operations,~~material ~~comprehensive~~misstatement. ~~loss~~The Company is not required to have, ~~stockholders'~~nor ~~equity~~were ~~(deficit)~~we engaged to perform, ~~and~~an ~~cash~~audit ~~flows~~of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for ~~the~~designing ~~years~~audit ~~then~~procedures ~~ended.~~that ~~Legend~~are ~~Oil~~appropriate ~~and~~in ~~Gas~~the circumstances, but ~~Ltd.'s~~not ~~management~~for isthe ~~responsible~~purpose ~~for~~of ~~these~~expressing ~~financial~~an ~~statements.~~opinion ~~Our~~on ~~responsibility~~the effectiveness of the Company’s internal control over financial reporting. isAccordingly, towe express anno such opinion. An audit also includes examining, on ~~these~~a test basis, evidence supporting the amounts and disclosures in the financial statements, ~~based~~assessing onthe accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, ~~in accordance with~~ the ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the~~ financial statements ~~are~~referred ~~free~~to ofabove ~~material~~present ~~misstatement. The Company is not required to have~~fairly, ~~nor~~in ~~were~~all wematerial ~~engaged to perform~~respects, anthe ~~audit~~consolidated ~~of its internal control over~~ financial ~~reporting.~~position ~~Our audit included consideration~~ of ~~internal~~Legend ~~control~~Oil ~~over~~and ~~financial~~Gas, ~~reporting~~Ltd. ~~as a basis~~and ~~for~~Subsidiaries, ~~designing~~as ~~audit~~of ~~procedures~~December ~~that~~31, ~~are appropriate in the circumstances~~2016, ~~but~~and ~~not for~~ the ~~purpose~~consolidated ofresults ~~expressing an opinion on the effectiveness~~ of ~~the~~its ~~Company's~~operations ~~internal~~and ~~control~~its ~~over~~cash ~~financial~~flows ~~reporting.~~for ~~Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting~~ the ~~amounts~~year ~~and~~then ~~disclosures~~ ended in ~~the~~conformity ~~financial~~with ~~statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial statement~~States ~~presentation.~~of ~~We believe that our audits provide a reasonable basis for our opinion~~America.

InThe accompanying financial statements have ~~our~~been ~~opinion,~~prepared assuming that the ~~consolidated~~Company ~~financial~~will ~~statements~~continue ~~referred~~as toa ~~above~~going ~~present~~concern. ~~fairly,~~As discussed in ~~all~~Note ~~material~~3 ~~respects,~~to the financial ~~position~~statements, the ofCompany ~~Legend~~has ~~Oil~~suffered ~~and~~recurring ~~Gas,~~losses ~~Ltd.~~from asoperations ofand ~~December~~has ~~31,~~a ~~2015~~working ~~and~~capital ~~2014,~~deficiency ~~and~~that ~~the~~raise ~~results~~substantial ofdoubt about its ability ~~operations~~to ~~and~~continue ~~its~~as ~~cash~~a ~~flows~~going ~~for~~concern. ~~the~~Management’s ~~years then~~plans ~~ended~~ in ~~conformity~~regard ~~with~~to ~~accounting~~these ~~principles~~matters ~~generally~~are ~~accepted~~also described in ~~the~~Note ~~United~~3. ~~States~~The financial statements do not include any adjustments that might result from the outcome of ~~America~~this uncertainty.

The accompanying consolidated financial statements have been prepared assuming that Legend Oil and Gas, Ltd. will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, Legend Oil and Gas Ltd. has suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’/s/ ~~plans~~Marcum ~~in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~LLP

~~/s/~~Marcum ~~GBH CPAs~~LLP Hartford, PCCT March ~~GBH CPAs~~31, ~~PC www.gbhcpas.com Houston, Texas April 7, 2016~~2017

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Legend Oil and Gas, Ltd.
Alpharetta, Georgia

We have audited the accompanying consolidated balance sheet of Legend Oil and Gas, Ltd. as of December 31, 2015, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the year then ended. Legend Oil and Gas, Ltd.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Legend Oil and Gas, Ltd. as of December 31, 2015, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Legend Oil and Gas, Ltd. will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, Legend Oil and Gas Ltd. has suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
April 7, 2016 (except for the effects of discontinued operations as discussed in Note 2 as to which the date is March 31, 2017)

Legend Oil and Gas, Ltd.

CONSOLIDATED BALANCE SHEETS

As of December 31, ~~2015~~2016 and ~~2014~~2015

	2015			2014
	2016			2015
ASSETS
Current Assets
Cash and cash equivalents	$	~~463~~161,~~503~~039		$	~~701~~463,~~848~~503
Restricted cash		—			85,000
Accounts receivable		234,321			183,773
Accounts receivable		183,773			72,406
Prepaid expenses		299,229			281,737
Prepaid expenses		281,737			—
Other current assets		187,792			137,475
Other current assets		137,475			—
Total Current Assets		882,381			1,066,488
Total Current Assets		1,066,488			859,254
Property and equipment net		2,572,259			3,212,174
Property, plant and equipment net		3,610,854			453,375
Assets held for sale – discontinued operations		—			398,680
Oil and gas properties – net (full cost method)		—			3,639,916
Intangible assets		268,320			317,242
Intangibles		317,242			—
Total Assets	$	3,722,960		$	4,994,584
Total Assets	$	4,994,584		$	4,952,545
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	~~943~~614,~~799~~101		$	52943,~~413~~799
Accounts payable – related party		120,000			577,000
Accounts payable-related party		—			120,000
Accrued interest		~~106~~253,~~505~~955			50106,~~427~~505
Accrued interest – related party		10,034			—
Accrued interest-related party		69,236			10,034
Short term debt		~~249~~214,~~348~~694			—249,348
Current portion of long term debt		1238,~~074,781~~580			~~409~~1,~~856~~074,781
Total Current Liabilities		2,504,467			1,089,696
Current portion of long term debt-related party		241,667			—
Embedded derivative liabilities		—			1,128,667
Total Current Liabilities		1,632,233			2,504,467
Long term convertible debt – related party, net of discount of $89,323 and $0, respectively		564,677			—
Liabilities of discontinued operations		139,927			96,129
Long term debt, net of debt discount of $0 and $53,924, respectively		2,040,518			6,119,245
Long term debt, net of deferred financing costs of $166,667 in 2016 and $0 in 2015		1,988,440			2,040,518
Asset retirement obligations		96,129			202,586
Long term debt-related party, net of debt discount and deferred financing costs of $94,690 in 2016		1,113,643			—
Total Liabilities		5,205,791			8,540,194
Convertible debt-related party, net of debt discount and deferred financing costs of $516,009 in 2016 and $89,323 in 2015		5,281,967			564,677
Total Liabilities		10,156,210			5,205,791
Stockholders’ Deficit
Preferred stock - $0.001 par value, 100,000,000 shares authorized
Preferred stock – $0.001 par value, 100,000,000 shares authorized		—			—
Series A convertible preferred stock – $0.001 par value; 0 and 600 shares issued and outstanding, respectively		—			—
Preferred stock Series A – $0.001 par value; 0 shares issued and outstanding		—			—
Series B preferred stock – $0.001 par value; 9,643 shares issued and 0 outstanding		10			—
Preferred stock Series B - $0.001 par value; 9,658 and 9,643 shares issued and outstanding in 2016 and 2015, respectively (liquidation preference of $10,648,579)		10			10
Common stock – 4,900,000,000 shares authorized; $0.001 par value; 936,083,273 and 187,583,273 shares issued and outstanding, respectively		936,083			187,583
Common stock – 4,900,000,000 shares authorized; $0.001 par value; 942,083,273 and 936,083,273 shares issued and outstanding in 2016 and 2015, respectively		942,083			936,083
Additional paid-in capital		44,~~844~~864,~~948~~248			2744,~~227~~844,~~181~~948
Accumulated deficit		(4552,~~992~~239,~~248~~591	)		(3145,~~002~~992,~~413~~248	)
Total Stockholders’ Deficit		(~~211~~6,~~207~~433,250	)		(3211,~~587,649~~207	)
Total Liabilities and Stockholders’ Deficit	$	43,~~994~~722,~~584~~960		$	4,~~952~~994,~~545~~584

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

Legend Oil and Gas, Ltd.

CONSOLIDATED STATEMENTS OF OPERATION For the Years ended December 31. 2015 and 2014

	2015			2014
Trucking revenue	$	4,269,323		$	—
Service revenue		121,655			—
Oil and gas revenue		350,315			691,593
Total Revenue		4,741,293			691,593
Operating Expenses:
Cost of trucking revenue		2,742,800			—
Cost of service revenue		123,551			—
Oil and gas production expenses		387,501			443,413
General and administrative		4,141,012			3,635,247
Depletion, depreciation, and amortization		657,448			80,910
Accretion of asset retirement obligations		27,574			15,803
Impairment of goodwill		438,106			—
Impairment of property, plant and equipment		224,835			—
Loss on sale of oil and gas properties		901,114			—
Loss on disposal of property, plant and equipment		10,255			—
Total operating expenses		9,654,196			4,175,373
Operating loss		(4,912,903	)		(3,483,780	)
Other Income (Expense):
Interest expense		(3,621,017	)		(4,720,857	)
Loss on extinguishment of debt		—			(5,013,957	)
Change in fair value of embedded derivative liabilities		(6,551,333	)		7,968,322
Other income (expense)		95,418			—
Total Other Income (Expense)		(10,076,932	)		(1,766,492	)
Loss from continuing operations		(14,989,835	)		(5,250,272	)
Income from discontinued operations		—			2,894,643
Net income (loss)	$	(14,989,835	)	$	(2,355,629	)
Basic and diluted net loss per common shares	$	(0.02	)	$	(0.02	)
Weighted average number of common shares outstanding - basic and diluted		658,763,332			149,333,365

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

Legend Oil and Gas, Ltd. CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~OPERATION For ~~LOSS~~the Years ended December 31, 2016 and 2015

For the Years ended December 31, 2015 and 2014 Legend

	2016			2015

Revenue	$	3,859,142		$	4,390,978

Operating Expenses:
Cost of revenue		3,091,106			2,866,351
General and administrative		4,067,826			4,111,135
Depreciation and amortization		741,043			532,708
Impairment of goodwill		—			438,106
Impairment of property and equipment		—			224,835
Loss on disposal of property and equipment		1,113,067			10,255
Total operating expenses		9,013,042			8,183,390

Operating loss		(5,153,900	)		(3,792,412	)

Other Expense:
Interest expense		(737,998	)		(3,621,017	)
Change in fair value of embedded derivative liabilities		—			(6,551,333	)
Other expense		—			(4,600	)
Total Other Expense		(737,998	)		(10,176,950	)

Loss from continuing operations		(5,891,898	)		(13,969,362	)
Loss from discontinued operations		(355,445	)		(1,020,473	)
Net loss	$	(6,247,343	)	$	(14,989,835	)

Undeclared dividends on preferred stock		(837,245	)		(153,335	)

Net loss from continuing operations available to common stockholders		(6,729,143	)		(14,122,697	)
Net loss from discontinued operations available to common stockholders		(355,445	)		(1,020,473	)
Net loss attributable to common stockholders	$	(7,084,588	)	$	(15,143,170	)

Basic and diluted net loss from continuing operations attributable to common stockholders	$	(0.01	)	$	(0.02	)
Basic and diluted net loss from discontinued operations attributable to common stockholders	$	(0.00	)	$	(0.00	)
Basic and diluted net loss attributable to common stockholders	$	(0.01	)	$	(0.02	)
Weighted average number of common shares outstanding – basic and diluted		941,066,880			658,763,332

	2015			2014
Net loss	$	(14,989,835	)	$	(2,355,629	)
Other comprehensive loss:
Foreign currency translation adjustment		—			110,586
Deconsolidation of foreign subsidiary		—			(127,774	)
Comprehensive loss	$	(14,989,835	)	$	(2,372,817	)

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

Legend Oil and Gas, Ltd.

STATEMENTS OF CONSOLIDATED STOCKHOLDERS’ ~~EQUITY (~~DEFICIT)

For the Years ended December 31, ~~2015~~ 2016 and ~~2014~~2015

	Series A Preferred Stock						~~Series B Preferred Stock~~		Series B Preferred Stock						~~Common Stock~~		Common Stock
	Shares				Amount		~~Shares~~		Shares		~~Amount~~		Amount		~~Shares~~		Shares		~~Amount~~		Amount		~~Additional Paid-in Capital~~		Additional Paid-in Capital		~~Accumulated Other Comprehensive Income (Loss)~~		Accumulated Deficit		~~Accumulated Deficit~~		Total Stockholders’ Deficit		~~Total Stockholders’ Equity (Deficit)~~
Balance, December 31, 2013	—			$	—			—			$	—				109,343,534			$	109,343			$	25,726,902			$	17,188			$	(28,646,784	)		$	(2,793,351	)
Balance, January 1, 2015		600			$	1				—			$	—				187,583,273			$	187,583			$	27,227,181			$	(31,002,413	)		$	(3,587,648	)
Stock issued for services																56,263,333				56,264				755,039				—				—				811,303
Conversion of Preferred Stock		(600	)			(1	)											600,000,000				600,000				(599,999	)							—
Stock issued for debt and interest payments																21,976,406				21,976				145,241												167,217
Derivative liability settled upon conversion of preferred stock																										7,680,000								7,680,000
Foreign currency translation																								—				110,586								110,586
Acquisition of Maxxon																		148,500,000				148,500				712,800								861,300
Deconsolidation of Canadian subsidiary																												(127,774	)							(127,774	)
Issuance of convertible preferred stock										9,643				10												9,824,966								9,824,976
Issuance of convertible preferred stock	600				1																			599,999												600,000
Net Loss																														(14,989,835	)			(14,989,835	)
Net Loss																																(2,355,629	)			(2,355,629	)
Balance, December 31, 2015		—			$	—				9,643			$	10				936,083,273			$	936,083			$	44,844,948			$	(45,992,248	)		$	(211,207	)
Balance, December 31, 2014	600			$	1			—			$	—				187,583,273			$	187,583			$	27,227,181			$	—			$	(31,002,413	)		$	(3,587,648	)
Issuance of convertible preferred stock										15				—												14,500								14,500
Conversion of Preferred Stock	(600	)			(1	)										600,000,000				600,000				(599,999	)											0
Issuance of common stock to employee																		6,000,000				6,000				4,800								10,800
Derivative liability settled upon conversion of preferred stock																								7,680,000												7,680,000
Net Loss																														(6,247,343	)			(6,247,343	)
Acquisition of Maxxon																148,500,000				148,500				712,800												861,300
Balance, December 31, 2016		—			$	—				9,658			$	10				942,083,273			$	942,083			$	44,864,248			$	(52,239,591	)		$	(6,433,250	)

Issuance of convertible preferred stock				9,643		10					9,824,966							9,824,976
Net Loss															(14,989,835	)		(14,989,835	)
Balance, December 31, 2015	—	$	—	9,643	$	10	936,083,273	$	936,083	$	44,844,948	$	—	$	(45,992,248	)	$	(211,207	)

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

Legend Oil and Gas, Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years ended December 31, ~~2015~~2016 and ~~2014~~2015

	2015			2014
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(146,~~989~~247,~~835~~343	)	$	(214,~~355~~989,~~629~~835	)
Income from discontinued operations		—			2,894,643
Loss attributed to discontinued operations		355,445			1,020,473
Loss from continuing operations		(145,~~989~~891,~~835~~898	)		(513,~~250~~969,~~272~~362	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Stock-based compensation		—			811,302
Stock issued to employee		10,800			—
Write off of inventory		143,689			—
Depreciation and amortization		741,043			532,708
Depletion, depreciation, and amortization		657,448			80,910
Loss on disposal of property and equipment		1,113,067			10,255
Accretion of asset retirement obligations		27,574			15,803
Impairment of property and equipment		—			224,835
Impairment of goodwill		438,106			—
Write-off of inventory		—			143,689
Impairment of property, plant, and equipment		224,835			—
Loss on legal settlement		20,000			—
Loss on sale of oil and gas properties		901,114			—
Impairment of goodwill		—			438,106
Loss on disposal of property, plant, and equipment		10,255			—
Amortization of discounts on long term debt		90,688			—
Fair value of derivative liabilities in excess of face value of convertible debt		—			3,158,334
Amortization of discounts on convertible debt		247,290			854,576
Amortization of discounts on notes payable		854,576			1,267,867
Non-cash debt prepayments penalties		—			1,927,071
Fair value of derivative liabilities in excess of face value of convertible debt		—			3,158,334
Change in fair value of embedded derivative liabilities		—			6,551,333
Change in fair value of embedded derivative liabilities		6,551,333			(7,968,322	)
Loss on extinguishment of debt		—			5,013,957
Non-cash debt prepayment penalties		1,927,071			—
Changes in operating assets and liabilities:
Accounts receivable		~~952~~(50,~~262~~548	)		~~256~~885,~~717~~310
Prepaid expenses and other assets		(243,359	)		48,400
Prepaid expenses		610,475			(243,359	)
Other current assets		23,279			—
Inventory		—			63,748
Inventory		63,748			—
Other current assets		(50,317	)		23,279
Accounts payable		218,433			(89,643	)
Accounts payable and accrued expenses		(292,418	)		338,433
Accounts payable-related party		(~~337~~120,000	)		~~577~~(457,000	)
Other current liabilities		~~(72,094~~—	)		—(72,094	)
Accrued interest payable		112,790			255,418
Accrued interest		294,750			112,790
Accrued interest payable-related party		(333	)
Accrued interest-related party		59,202			(333	)
Net cash flows used in operating activities - continuing operations		(2,536,108	)		(1,822,529	)
Net cash flows used in operating activities – continuing operations		(3,217,866	)		(2,636,015	)
Net cash flows provided by operating activities - discontinued operations		—			—
Net cash flows (used in) provided by operating activities – discontinued operations		(2,967	)		99,907
Net cash flows used in operating activities		(23,~~536~~220,~~108~~833	)		(12,~~822~~536,~~529~~108	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from (investments in) certificate of deposit		85,000			(85,000	)
Proceeds from certificate of deposit		—			85,000
Proceeds from sale of oil and gas properties		1,665,000			450,318
Cash paid for the purchase of property and equipment		(817,907	)		(483,542	)
Proceeds from sale of fixed assets		21,355			—
Proceed from sale of property and equipment		158,355			21,355
Cash paid for the acquisition of net assets of Maxxon, net of cash received of $435,339		(1,189,661	)		—
Cash paid for the purchase of Black Diamond Energy Holdings, net cash received of $435,339 in 2015		—			(1,189,661	)
Cash paid for oil and gas properties development costs		(856,358	)		(1,199,762	)
Net cash flows used in investing activities – continuing operations		(659,552	)		(1,566,848	)
Cash paid for equipment		(483,542	)		(150,000	)
Net cash flows provided by investing activities – discontinued operations		90,000			808,642
Net cash flows used in investing activities - continuing operations		(758,206	)		(984,444	)
Net cash flows used in investing activities		(569,552	)		(758,206	)
Net cash flows provided by investing activities - discontinued operations		—			—
Net cash flows provided by (used in) investing activities		(758,206	)		(984,444	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of preferred stock		—			600,000
Proceeds from convertible debt-related party		4,470,000			2,310,000
Proceeds from short term convertible debt, net		—			2,772,258
Proceeds from short term debt		170,000			100,000
Proceeds from short term convertible debt, net-related party		1,750,000			—
Proceeds on short term convertible debt-related party		—			1,750,000
Proceeds from short term debt		100,000			160,100
Proceeds from long term debt-related party		1,362,455			—
Proceeds from short term debt, net-related party		2,310,000			—
Payments on short term debt		(2,334,721	)		(390,602	)
Payments on short term debt		(390,602	)		(12,500	)
Payments on short term debt-related party		—			(713,429	)
Payments on short term debt-related party		(713,429	)		—
Payments on long term debt		(179,813	)		—
Payments on convertible debt		—			(75,320	)
Net cash flows provided by financing activities		3,487,921			3,055,969
Net cash flows provided by investing activities - continuing operations		3,055,969			3,444,538
Net change in cash and cash equivalents		(302,464	)		(238,345	)
Net cash flows provided by investing activities - discontinued operations		—			—
Cash and cash equivalents, beginning of period		463,503			701,848
Net cash flows provided by financing activities		3,055,969			3,444,538
Cash and cash equivalents, end of period	$	161,039		$	463,503
Net change in cash and cash equivalents		(238,345	)		637,565
Cash and cash equivalents, beginning of year		701,848			64,283
Cash and cash equivalents, end of year		463,503			701,848
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	534,~~453~~454		$	205,~~694~~453
Taxes	$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES
Change in estimate of asset retirement obligations	$	~~12,578~~—		$	969,~~984~~132
Accrual of property, plant, and equipment costs	$	20,789		$	—
Accrual of oil and gas development costs through accounts payable	$	—		$	20,789
Debt assumed in acquisition of oil and gas properties	$	—		$	1,040,000
Sale of oil and gas properties to settle related party debt	$	—		$	1,814,289
Debt issued for the purchase of equipment	$	271,623		$	315,000
Fair value of derivative liability extinguished upon conversion of preferred stock to common stock	$	—		$	7,680,000
Issuance of notes payable for accrued expenses	$	—		$	123,245
Preferred stock issued for conversion of debt	$	—		$	9,824,976
Sale of oil and gas properties to settle debt-related party	$	1,814,289		$	—
Conversion of preferred stock to common stock	$	—		$	600,000
Fair value of derivative liability extinguished upon conversion of preferred stock to common stock	$	7,680,000		$	—
Debt and common stock issued/to be issued for the purchase of Black Diamond Energy Holdings	$	—		$	3,715,300
Common stock issued for conversion of debt	$	—		$	158,997
Financed debt issuance costs and original issue discounts	$	1,011,521		$	104,000
Preferred stock issued for conversion of debt	$	9,824,976		$	—
Financing for insurance policies	$	627,967		$	—
Conversion of preferred stock to common stock	$	600,000		$	—
Debt issued for the acquisition of property and equipment	$	524,961		$	271,623
Debt and common stock issued for the purchase of Maxxon	$	3,715,300		$	—
Reclassification of accounts payable to short term debt	$	40,850		$	—
Debt discount on convertible debt	$	—		$	4,314,169
Reclassification of accrued interest on short term debt	$	147,300		$	6,601
Preferred stock issued in conjunction with long term debt-related party	$	14,500		$	—

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

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

NOTE 1 – ORGANIZATION AND DESCRIPTION OF OPERATIONS

Description of Business

Legend Oil and Gas, Ltd. (the "“Company"” or "“Legend"”) is a crude oil hauling and trucking company with principal operations in the Bakken region of North Dakota and the Permian Basin in Texas and New Mexico. These crude oil hauling operations commenced through our acquisition of Black Diamond Energy Holdings, LLC ~~("Maxxon")~~ on April 3, 2015. ~~Further,~~Our ~~through~~current ~~October 27, 2015, we were also an oil and gas exploration,~~focus ~~development~~is ~~and~~to ~~production~~grow ~~company.~~our ~~Our~~core ~~oil~~business and ~~gas property interests were located in the United States (Kansas and Oklahoma). Our current business focus is to~~ expand our crude oil hauling operations into other basins ~~within~~throughout ~~Colorado,~~the ~~Texas~~United ~~and Oklahoma~~States. ~~Through~~ ~~October~~Our ~~2015, our business was to acquire producing and non-producing oil and gas interests and develop oil and gas~~field ~~properties~~operations ~~that~~are wemanaged ~~owned~~by oremployees in ~~which~~Texas, weNew ~~had~~Mexico aand ~~leasehold~~North ~~interest~~Dakota. WeOur ~~sold~~back ~~our~~office ~~oil and gas exploration~~ operations onstaff ~~October 27,~~is ~~2015. Currently, our operations are managed by employees~~ based ~~principally~~out inof North Dakota and Colorado, with the Company'’s ~~contract CEO~~combined Chief Executive Officer and ~~CFO~~Chief Financial Officer based out of Georgia, and our Controller ~~working as an employee~~ based in Florida. ~~Our former oil and gas exploration workers were outsourced to consultants and independent contractors.~~

Further, through October 27, 2015, we were also an oil and gas exploration, development and production company; this business was to acquire producing and nonproducing oil and gas interests and develop oil and gas properties that we owned or in which we had a leasehold interest. Our oil and gas property interests were located in the United States (Kansas and Oklahoma). On October 27, 2015, we sold our oil and gas exploration operations and we have presented those operations as discontinued operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements for the year ended December 31, ~~2014~~2016 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 year ended December 31~~, ~~2015 include the accounts of the Company and our wholly owned subsidiary,~~ Black Diamond Energy Holdings, LLC and its wholly-owned subsidiaries Maxxon Energy, LLC and Treeline Diesel Center, ~~LLC, for the period since acquisition~~ ~~(April 4, 2015) through December 31, 2015~~LLC. ~~Legend Canada amounts have been deconsolidated due to their discontinued operations and bankruptcy as more fully described in Note 15.~~ 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 (“GAAP”) in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

Reclassifications

Certain information from the year ended December 31, 2015, have been retroactively reclassified to conform with the current year’s presentation in connection with our discontinued operations.

Long-lived assets that are expected to be recovered through a sale or disposition are classified as held for sale. Assets classified as held for sale are evaluated for impairment using the lower of fair value less disposal costs and carrying value. Assets held for sale are not depreciated. Further, no impairment loss for the assets held for sale was recorded in either of the years ended December 31, 2016 or 2015.

Accordingly, the revenues and expenses related to the Company’s oil and gas operations have been reclassified to loss from discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, 2016 and 2015. Corresponding reclassifications have also been made to the consolidated statements of cash flows. This change in classification does not materially affect previously reported cash flows from operations, investing or from financing activities in the consolidated statements of cash flows. The below tables summarize the reclassifications made in the Company’s consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows for the year ended December 31, 2015 which were included in the December 31, 2015 consolidated financial statements included in Form 10-K.

Consolidated Balance Sheet	As Originally Stated			Adjustment			As Restated
Property and equipment	$	3,610,854		$	(398,680	)	$	3,212,174
Assets held for sale – discontinued operations		—			398,680			398,680
Asset retirement obligations		96,129			(96,129	)		—
Liabilities of discontinued operations		—			96,129			96,129

Consolidated Statement of Operations
Oil and gas revenue		350,315			(350,315	)		—

Oil and gas production expenses		387,501			(387,501	)		—
General and administrative		4,141,012			(29,877	)		4,111,135
Depreciation and amortization		657,448			(124,740	)		532,708
Accretion of asset retirement obligation		27,574			(27,574	)		—
Loss on sale of oil and gas properties		901,114			(901,114	)		—
Operating loss		(4,912,903	)		1,120,491			(3,792,412	)
Other income (expense)		95,418			(100,018	)		(4,600	)
Loss from continuing operations		(14,989,835	)		1,020,473			(13,969,362	)
Loss from discontinued operations		—			(1,020,473	)		(1,020,473	)

Consolidated Statement of Cash Flows
Loss from continuing operations	$	(14,989,835	)		1,020,473		$	(13,969,362	)
Loss from discontinued operations		—			(1,020,473	)		(1,020,473	)
Depreciation and amortization		657,448			(124,740	)		532,708
Accretion of asset retirement obligation		27,574			(27,574	)		—
Loss on sale of oil and gas properties		901,114			(901,114	)		—
Accounts receivable		952,262			(66,952	)		885,310
Net cash flows used in operating activities – continuing operations		(2,536,108	)		(99,907	)		(2,636,015	)
Net cash flows provided by operating activities – discontinued operations		—			(99,907	)		(99,907	)
Proceeds from sale of oil and gas properties		1,665,000			(1,665,000	)		—
Cash paid for oil and gas properties development costs		(856,358	)		856,358			—
Net cash flows used in investing activities – continuing operations		(758,206	)		(808,642	)		(1,566,848	)
Net cash flows provided by investing activities – discontinued operations		—			808,642			808,642

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~reported~~date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Management’s~~ ~~judgments~~Actual ~~and~~results ~~estimates in these areas are~~could todiffer befrom ~~based~~those onestimates. ~~information~~Estimates ~~available~~and ~~from~~assumptions ~~both~~are ~~internal~~reviewed periodically and ~~external~~the ~~sources,~~effects ~~including~~of ~~engineers,~~revisions ~~geologists,~~are ~~consultants and~~reflected ~~historical~~in ~~experience~~the infinancial ~~similar~~statements ~~matters. The~~in ~~more~~the ~~significant~~period ~~reporting~~in ~~areas~~which ~~impacted~~the bychange ~~management’s~~is ~~judgments~~determined. ~~and estimates~~Estimates are ~~accruals~~used ~~related~~when toaccounting ~~oil~~for ~~and~~such items ~~gas~~as ~~sales~~allowance ~~and~~for ~~expenses, estimates~~doubtful ~~of future oil and gas reserves~~accounts, estimates used in the ~~impairment~~assessment of ~~oil~~impairment ~~and~~for ~~gas~~long-lived ~~properties~~assets, ~~the~~ fair value of financial instruments, ~~stock-based~~cost ~~compensation~~of ~~and~~asset ~~the~~retirement ~~estimated future~~obligations, ~~timing~~management’s ~~and~~assessment ~~cost~~ of ~~asset~~going ~~retirement~~concern, ~~obligations~~contingencies and litigation.

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.

Cash and Cash Equivalents

We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. The Company has deposits in United States financial institutions that maintain FDIC deposit insurance on all accounts, collectively, with an aggregate coverage up to $250,000 per depositor per financial institution. At times, the amount of the deposits exceeds the FDIC limits. The portion of the deposits in excess of FDIC limits represents a credit risk of the Company.

Concentrations

~~During~~We derived ~~the~~certain ~~years~~revenue ~~ended December 31, 2015~~ and ~~2014,~~accounts ~~income~~receivable ~~from~~as ~~our crude oil hauling business and sales~~ of ~~oil~~ and ~~gas~~for ~~to certain customers individually exceeded 10% of total revenue. For~~ the ~~year~~years ended December 31, 2016 and 2015, ~~crude~~that ~~hauling~~exceeded ~~revenue from Statoil ASA (“Statoil”) represents 93~~10% of accounts ~~our~~receivable ~~crude oil hauling business,~~ and ~~oil~~revenue ~~sales~~in toeach ~~Coffeyville~~of ~~and~~those ~~Kelly Maclaskey Oilfield Service Inc~~years. Approximately ~~accounted for approximately 74~~77% and 26100% of ~~total~~accounts ~~oil~~receivable ~~and~~at ~~gas~~December ~~sales~~31, ~~respectively. We believe that the~~ ~~loss~~2016 ofand ~~Statoil~~2015, asrespectively, awere ~~customer~~derived ~~would~~from ~~result~~two incustomers. Approximately a73% ~~material~~and ~~adverse~~95% ~~effect~~of tocrude ~~our~~hauling ~~company's~~revenue ~~financial~~for ~~results. For~~ the years ~~year~~ ended December 31, ~~2014,~~2016 ~~sales to Kelly Maclaskey Oilfield Service Inc.~~ and ~~Coffeyville~~2015 ~~Resources~~were ~~accounted~~derived ~~for~~from ~~approximately~~two ~~86%~~ and ~~14%,~~one ~~of total oil and gas sales~~customer(s), respectively.

Financial instruments which potentially subject the Company to concentrations of credit risk include cash deposits placed with financial institutions. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC). At December 31, 2015, $0 of the Company's cash balances were uninsured. The Company has not experienced any losses on such accounts.

Accounts Receivable

Accounts receivable typically consist of crude oil hauling 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 ~~review~~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 necessary as of December 31, ~~2015~~2016 and ~~2014~~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. AsDuring of December 31, 2015, the Company wrote off inventories of approximately $144,000 which towere included within the cost of ~~service~~ revenue ~~because~~line on the ~~Company~~accompanying ~~expected~~consolidated statements of operations. The write off was due to expectation of no future sale of the inventories. The Company had no inventory as of December 31, 2016.

Prepaid Expense

Prepaid expenses consist primarily of prepaid insurance premiums. The Company amortizes these prepayments to expense over the requisite time period.

31Property and Equipment

~~Equipment~~Property and equipment are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred. Renewals and betterments which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5-7 years.

Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Renewals and betterments which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5-7 years.32

Full Cost Method of Accounting for Oil and Gas Properties

The Company has 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 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. Legend’s cost centers consist of the Canadian cost center and the United States cost center. Oil and gas properties are presented as discontinued operations when an entire cost center is to be disposed.

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.

Full Cost Ceiling Test

At the end of each 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. The Company had no impairment charges for the years ended December 31, 2015 and 2014.

Intangibles

Intangible assets are comprised of a customer list, a trademark and a non-compete agreement obtained in the acquisition of Maxxon during the year ended December 31, 2015. The intangible assets are amortized on a straight-line basis over the assets’ respective life, ranging from 36 months to 120 months.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be ~~appropriate~~recoverable. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset'’s carrying value and estimated fair value calculated utilizing a discounted cash flow model or appraised value depending on the nature of the asset. ~~The~~There ~~Company~~were ~~recorded~~no ~~impairment~~impairments of ~~goodwill~~long-lived assets for the ~~years~~year ended December 31, ~~2015~~2016. The Company impaired property and equipment ~~2014~~in the amount of $~~438~~224,~~106~~835 ~~and~~for $0the year ended December 31, ~~respectively~~ 2015.

~~Asset Retirement Obligation~~Goodwill

~~The~~Goodwill ~~Company~~represents ~~records~~ the ~~fair~~excess ~~value~~ of apurchase ~~liability~~price ~~for~~over ~~an asset retirement obligation in~~ the ~~period~~estimated infair ~~which~~value ~~the asset is acquired and a corresponding increase in the carrying amount~~ of ~~the~~net ~~related~~assets ~~long-lived~~acquired ~~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~~Maxxon ~~useful life~~acquisition. ~~If the liability is settled for an amount other than the recorded amount, a gain or loss~~ ~~is recognized.~~ The ~~asset~~Company ~~retirement~~annually ~~obligation~~evaluates isthe ~~recorded~~value atof its ~~estimated~~goodwill ~~fair~~and ~~value~~determines ~~and~~if ~~accretion~~it is ~~recognized~~impaired ~~over~~by ~~time as~~comparing the ~~discounted~~carrying ~~liability~~value isof ~~accreted~~ goodwill to its ~~expected~~estimated ~~settlement~~fair value. ~~Fair~~The ~~value~~Company isfully ~~determined~~impaired byits ~~using~~goodwill ~~the~~during ~~expected future cash outflows discounted at our credit-adjusted risk-free interest rate. The asset retirement obligation and~~ the ~~accompanying~~ ~~consolidated~~year ~~balance~~ended ~~sheet at~~ December 31, 2015~~, is related to our nonproducing Van Pelt lease in Oklahoma~~.

32Liabilities of Discontinued Operations – Asset Retirement Obligation

~~Oil~~The Company records the fair value of a liability for an asset retirement obligation in the period in which the asset is acquired and ~~Gas~~a ~~Revenue~~corresponding ~~Recognition~~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. The asset retirement obligation on the accompanying consolidated balance sheet at December 31, 2016, is related to our nonproducing Van Pelt lease in Oklahoma, and has been reclassified as liabilities of discontinued operations.

~~The~~Oil ~~Company uses the sales method of accounting for its oil~~ and ~~gas~~Gas ~~revenue recognition.~~ Revenue ~~from~~Recognition ~~production~~– onDiscontinued 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 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.Operations

The Company used the sales method of accounting for its oil and gas revenue recognition. Revenue from production on properties in which the Company shared an economic interest with other owners was recognized on the basis of the Company’s interest. Revenues were reported on a gross basis for the amounts received before taking into account production taxes, royalties, and transportation costs, which were reported as production expenses. Under the sales method, revenues were recognized based on the actual volumes of gas and oil sold to purchasers at a fixed or determinable price, when delivery had occurred and title had transferred, and if collectability of revenue was probable.

Oil Hauling and Service Revenue Recognition

Our wholly-owned subsidiary, Maxxon, 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, which is included in cost of revenue in the consolidated ~~statements~~ statements of operations.

Income Taxes

The Company recognizes income taxes on an accrual basis based on a tax position taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets or liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. ~~Income taxes~~ ~~are~~Should ~~accounted~~they ~~for~~occur, ~~using~~interest ~~an asset~~ and ~~liability~~penalties ~~approach~~related ~~that~~to ~~requires the recognition of deferred~~ tax ~~assets~~positions ~~and~~are ~~liabilities~~recorded ~~for the~~as ~~expected~~interest ~~future~~expense. ~~tax~~No ~~consequences~~such ofinterest ~~events~~or ~~that~~ penalties have been ~~recognized~~incurred in ~~our~~either ~~financial~~of ~~statements~~the oryears ~~tax~~ended ~~returns.~~December A31, ~~valuation allowance~~2016 isand ~~established~~2015. toWe ~~reduce~~have ~~deferred~~statutes ~~tax~~of ~~assets~~limitation ifopen ~~all,~~for orFederal ~~some~~income tax ~~portion,~~returns ofrelated ~~such~~to ~~assets~~tax ~~will~~years ~~more~~2012 ~~likely~~through ~~than not be realized~~2016. A ~~valuation~~We ~~allowance~~have ~~for~~state ~~the~~income ~~full~~tax ~~amount~~returns ofsubject ~~the~~to ~~net~~examination ~~deferred~~primarily for tax ~~asset~~years 2012 ~~was~~through ~~recorded~~2016. ~~for~~To the ~~years~~extent ~~ended~~the ~~December~~Company ~~31,~~has ~~2015~~tax ~~and 2014.~~attribute ~~Should they occur~~carryforwards, ~~interest~~the ~~and penalties related to~~ tax ~~positions~~years ~~are~~in ~~recorded~~which asthe ~~interest~~attribute ~~expense.~~was Nogenerated may ~~such~~still ~~interest~~be ~~or penalties~~adjusted ~~have~~upon ~~been~~examination ~~incurred~~by asthe ofInternal ~~December~~Revenue 31Service, ~~2015~~or ~~and~~state ~~2014.~~tax ~~The~~authorities ~~Company~~to isthe noextent ~~longer~~utilized ~~subject~~in toa ~~federal examination for years~~future ~~before 2007~~period.

~~Comprehensive~~ Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more likely than not be realized. A valuation allowance for the full amount of the net deferred tax asset was recorded at December 31, 2016 and 2015.

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 at December 31, 2014. During the year ended December 31, 2015, there were no transactions recorded in other comprehensive income as the Company’s foreign subsidiary was disposed of during the year ended December 31, 2014.

Stock-based compensation

The Company measures compensation cost for stock-based payment awards at fair value and recognizes it as compensation expense over the service period for awards expected to vest. Legend’s policy is to issue new shares when options are exercised. ~~Compensation~~ Compensation cost from the issuance of stock options and stock grants is recorded as a component of general and administrative expenses in the consolidated statements of operations, and amounted to $010,800 and $~~811,303~~0 for the years ended December 31, ~~2015~~2016 and ~~2014~~ 2015, respectively. This compensation expense was an inducement to an employee to transfer their ownership of four tractor units to the Company.

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.

33Net Loss Attributable to Common Stockholders

~~Net~~The computation of basic net loss attributable to common stockholders ~~Loss~~is ~~Per~~based ~~Common~~on ~~Share~~the weighted average number of shares that were outstanding during the period, including contingently redeemable common stock and adding accumulated dividends on the Company’s Series B Convertible Preferred Stock to the numerator. 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. All potentially dilutive shares or convertible instruments outstanding for the years ended December 31, 2016 and 2015 were anti-dilutive. All potentially dilutive common shares include convertible preferred stock and convertible debentures.

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.

	December 31, 2016		December 31, 2015
Potentially dilutive of common stock equivalents:
Convertible preferred stock		327,999,200		327,499,200
Convertible Debt		193,265,879		21,800,000

	2015		2014
Potentially dilutive of common stock equivalents:
Options		—		165,795,901
Convertible debt		21,800,000		20,348,718
Convertible preferred stock		327,499,200		—

Advertising and Marketing Costs

The Company expenses the costs of advertising and marketing at the time the related activities take place, which are included in general and administrative expenses.

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. At December 31, 2016 and 2015, no derivative financial instruments existed.

Fair Value Measurements

The Company follows FASB ASC 820, Fair Value Measurement (“ASC 820”), which clarifies fair value as an exit price, establishes a hierarchal disclosure framework for measuring fair value, and requires extended disclosures about fair value measurements. The provisions of ASC 820 apply to all financial assets and liabilities measured at fair value.

As defined in ASC 820, fair value, clarified as an exit price, represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value.

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.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In ~~August~~ May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-1509, ~~Disclosure~~ ofRevenue ~~Uncertainties~~from ~~about~~Contracts anwith ~~Entity’s Ability~~Customers, towhich ~~Continue~~will asreplace anumerous requirements ~~Going~~in ~~Concern~~U.S. ~~(ASU 2014~~GAAP, including industry-~~15)~~specific requirements. ~~ASU~~This ~~2014~~guidance provides a five-15step ~~requires~~model ~~management~~to be applied to all ~~evaluate~~contracts ~~whether~~with ~~there~~customers, iswith ~~substantial doubt~~an ~~about~~underlying principle that an entity’s ~~ability~~will recognize revenue to ~~continue~~depict asthe atransfer ~~going~~of ~~concern~~goods or ~~and~~services to ~~provide~~customers ~~related~~at ~~footnote~~an ~~disclosures.~~amount Inthat ~~doing~~the ~~so, companies~~entity ~~will~~expects ~~have~~to ~~reduced~~be ~~diversity~~entitled to in exchange for those goods or services. ASU No. 2014-09 requires extensive quantitative and qualitative disclosures covering the nature, amount, timing and ~~content~~uncertainty of ~~footnote~~revenue and ~~disclosures~~cash ~~compared~~flows toarising ~~footnote~~from customer contracts, including disclosures ~~under today’s~~on significant judgments made when applying the guidance. This ~~ASU~~guidance ~~2014-15~~ is effective for ~~the~~annual ~~Company~~reporting inperiods beginning after December 15, 2017 and interim periods therein. An entity can elect to apply the ~~first~~guidance ~~quarter~~under one of ~~2016~~the following two methods: (i) retrospectively to each prior reporting period presented – referred to as the full retrospective method or (ii) retrospectively with ~~early~~the ~~adoption~~cumulative ~~permitted.~~effect ~~The~~of initially applying the standard recognized at the date of initial application in retained earning – referred to as the modified retrospective method. The Company ~~does~~is ~~not~~currently ~~believe~~evaluating the impact of adopting ASU 2014-1509 on its consolidated financial statements ~~will be significant~~.

34In April 2015, FASB issued Accounting Standards Update No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 requires 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. ASU 2015-03 is effective for the Company in the first quarter of 2016 with early adoption permitted. The adoption of ASU 2015-03 was not significant to the Company’s consolidated financial statements.

In ~~May~~February ~~2014~~2016, the FASB issued ~~Accounting~~ASU ~~Standards Update~~ No. ~~2014~~ 2016-092, ~~Revenue from Contracts with Customers (ASU 2014-09) to provide guidance on revenue recognition~~Leases. ASU ~~2014~~ 2016-092 ~~requires~~is aaimed ~~company~~at tomaking ~~recognize~~leasing ~~revenue~~activities ~~when~~more ~~it transfers~~transparent ~~promised~~and ~~goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so~~comparable, ~~companies will need to use more judgment~~ and ~~make~~requires ~~more~~substantially ~~estimates~~all ~~than~~leases ~~under today’s~~be ~~guidance.~~recognized ~~These~~by ~~may~~lessees ~~include~~on ~~identifying~~their ~~performance~~balance ~~obligations~~sheet inas ~~the~~a ~~contract, estimating the amount~~ right-of-use ~~variable~~asset ~~consideration to include in the transaction price~~ and ~~allocating~~corresponding ~~the~~lease ~~transaction price to each separate performance obligation. In August 2015~~liability, ~~FASB~~including ~~issued~~leases ~~ASU~~currently ~~2015-14,~~accounted ~~which defers the effective date of ASU 2014-09~~ for ~~all~~as ~~entities~~operating ~~by one year~~leases. ASU ~~2014~~2016-09 2 is effective for the Company in the ~~first quarter of 2018. ASU 2014-09, as amended by ASU 2015-14, is effective for the Company in the~~ fiscal year beginning after December 15, ~~2017~~2018, and interim periods within those fiscal years with early adoption ~~permitted~~ uppermitted. toThe ~~the~~new ~~first~~standard ~~quarter~~must ofbe ~~2017.~~adopted ~~Upon~~using ~~adoption,~~a ~~ASU~~modified ~~2014-09~~retrospective ~~can~~transition beapproach ~~applied~~for ~~retrospectively~~capital toand ~~all~~operating ~~periods~~leases existing ~~presented~~at, or ~~only~~entered ~~to the~~into ~~most~~after, ~~current~~the ~~period~~beginning ~~presented~~of ~~with~~ the ~~cumulative~~earliest ~~effect~~comparative ofperiod ~~changes~~presented ~~reflected~~ in the ~~opening~~financial ~~balance~~statements; ~~of retained earnings~~the inguidance ~~the~~provides ~~most~~certain ~~current~~practical ~~period presented~~expedients. The Company is currently evaluating the impact of adopting ASU ~~2014~~2016-092 on its financial statements., ~~The~~and ~~Company~~expects ~~does~~it ~~not~~will ~~believe~~impact ~~the~~its ~~impact~~current ofoperating ~~adopting~~leases ~~ASU 2014-09~~on ~~will~~its befinancial ~~significant~~statements.

InOn ~~April~~March ~~2015~~30, 2016, the FASB issued ~~Accounting~~ASU ~~Standards Update No. 2015~~2016-0309, ~~Interest—Imputation~~ ofCompensation ~~Interest~~– Stock Compensation (~~Subtopic 835-30~~Topic 718): ~~Simplifying~~Improvements ~~the~~to ~~Presentation~~Employee ofShare-Based Payment ~~Debt~~Accounting. ~~Issuance~~The ~~Costs~~amendments (in ASU ~~2015~~2016-~~03).~~09 ~~ASU~~affect ~~2015-03~~all ~~requires~~entities that ~~debt~~issue ~~issuance~~share-based ~~costs related~~payment awards to atheir ~~recognized~~employees and ~~debt~~involve ~~liability~~multiple beaspects ~~presented~~of in the ~~balance~~accounting ~~sheet~~for asshare-based apayment ~~direct~~transactions, ~~deduction~~including ~~from~~income ~~the~~tax ~~carrying~~consequences, ~~amount~~ classification of ~~that debt~~awards ~~liability,~~as ~~consistent~~either ~~with~~equity ~~debt~~or ~~discounts.~~liabilities, ~~ASU~~and ~~2015-03~~classification ison ~~effective for~~ the ~~Company~~statement inof ~~the~~cash ~~first~~flows. ~~quarter~~The adoption of ASU 2016-09 ~~with~~by ~~early~~the ~~adoption permitted. The~~ Company ~~does~~did not ~~believe~~have ~~the~~a ~~impact~~material ofeffect ~~adopting~~on ~~ASU~~the ~~2015-03~~Company’s onconsolidated ~~its~~ financial statements ~~will be significant~~.

In July 2015, FASB issued Accounting Standards Update No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11). ASU 2015-11 simplifies the subsequent measurement of inventory by replacing today’s lower of cost or market test with a lower of cost and net realizable value test. ASU 2015-11 is effective for the Company in the fiscal year beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not believe the impact of adopting ASU 2015-11 will be significant.

In November 2015, FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred taxes by requiring that deferred tax assets and liabilities be presented as noncurrent on the balance sheet. ASU 2015-17 is effective for the Company in the fiscal year beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not believe the impact of adopting ASU 2015-17 will be significant.

In February 2016, the FASB issued ASU No. 2016-2, Leases. ASU 2016-2 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. ASU 2016-2 is effective for the Company in the fiscal year beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2016-2 on its financial statements, and expects it will impact its current operating leases 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. This principle is applicable to all entities except for entities in liquidation or entities for which liquidation appears imminent. The Company has incurred significant losses from continuing operations of approximately $~~14,989,835~~5.9 million and has cash flows used in operating activities of $3.2 million for the year ended December 31, ~~2015~~2016, and had negative working capital of approximately $1750,~~437,979~~000 at December 31, ~~2015~~2016. Additionally, the Company is dependent on a small number of customers in obtaining its revenue goals. Further, obtaining additional debt and/or equity financing to roll-out and scale its planned principal business operations may be limited due to our losses from operations. These factors raise substantial doubt about the Company'’s ability to continue as a going concern.

~~Management's~~As ~~plans~~a inresult, ~~regard~~if tothe ~~these~~Company ~~matters~~is ~~consist~~unable ~~principally~~to of(i) ~~seeking~~obtain additional liquidity ~~debt~~for working capital and/or ~~equity~~(ii) ~~financing~~make ~~combined with~~the ~~restructuring~~required ~~its~~principal ~~current~~and ~~debt~~interest ~~obligations~~payments on long term debt, ~~and~~there ~~expected~~would ~~cash~~be a ~~flows~~significant ~~from~~adverse ~~our~~impact ~~crude~~on ~~oil~~the ~~hauling~~financial ~~company~~position and ~~assets~~operating ~~that it~~results ~~may~~of ~~acquire~~the Company. ~~There~~The ~~can~~accompanying befinancial nostatements do ~~assurance~~not ~~that~~include any adjustments relating to the ~~Company's~~recoverability ~~efforts~~and ~~will~~classification beof ~~successful.~~asset ~~The~~carrying ~~financial~~amounts ~~statements~~or dothe ~~not~~amounts ~~include~~and classification ~~any~~of ~~adjustments~~liabilities that may result from the outcome of this uncertainty.

35Management’s plans in regard to these matters consist principally of seeking additional debt and/or equity financing combined with restructuring its current debt obligations. Further, we expect cash flows from our crude oil hauling company to increase significantly through 2017. There can be no assurance that the Company’s efforts will be successful and its failure to raise capital or restructure its debt would limit its ability to continue its operations.

NOTE 4 - ACQUISITION OF MAXXON

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 Maxxon to purchase all of the outstanding membership interests of Maxxon. 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 December 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 Maxxon. 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 Maxxon. The post-closing payment was included in final purchase price as a result of the working capital adjustments.

Purchase price on April 4, 2015
Cash paid	$	1,625,000
Promissory note		2,854,000
Fair value of common stock issued		861,300
Total purchase price	$	5,340,300
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		3,188,615
Intangibles		354,000
Goodwill		438,106
Total assets		5,886,258
Accounts payable		(455,632	)
Other current liabilities		(90,326	)
Total liabilities		(545,958	)
Net assets acquired	$	5,340,300

Below are the condensed pro forma statements of operations for Legend and Maxxon presented as if the entities were combined for the year ended December 31, 2015 and 2014:

	2015			2014
Revenue	$	7,555,883		$	10,075,465
Total operating expenses		11,940,520			13,097,104
Net loss from operations		(4,384,637	)		(3,021,639	)
Total other expense		(10,064,178	)		(1,754,394	)
Loss from continuing operations		(14,448,815	)		(4,776,033	)
Income from discontinued operations		—			2,894,643
Net loss		(14,448,815	)		(1,881,390	)
Shares outstanding		936,083,273			297,833,365
Net loss per common share		(0.02	)		(0.01	)

NOTE 54 – ~~PROPERTY~~ACQUISITION ~~AND~~OF ~~EQUIPMENT~~MAXXON

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 Maxxon to purchase all of the outstanding membership interests of Maxxon. The Company paid $1,500,000 in cash to Sher; issued a secured promissory note to Sher in the amount of ~~capitalized~~$2,854,000; issued ~~costs~~90,817,356 ~~related~~shares of the Company’s common stock to ~~property~~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 December 2015. The principal amount of the note to Sher initially bore interest at five percent (5%) per annum and ~~equipment~~was due and payable in full on April 3, 2016. The note to Sher was restructured during the ~~amount~~year ended December 31, 2016. See Note 10 – Long Term Debt for further details. The note was secured by certain rolling stock trucks and trailers owned by subsidiaries of Maxxon. The Company also paid $125,000 to Sher after closing as an advance against an anticipated purchase price adjustment related ~~accumulated~~to ~~depreciation~~the ~~and~~working ~~impairment~~capital changes of ~~are~~Maxxon. The post-closing payment was included in the final purchase price as ~~follows:~~a result of the working capital adjustments. On October 27, 2016, the note was uncollateralized as a result of the collateral oil trailers being sold at auction, with the proceeds being paid directly to Sher, as well as our payment of $300,000 for the collateral tractors/trucks paid directly to Sher.

	December 31, 2015			December 31, 2014
Purchase price on April 3, 2015
Drilling rig	$	465,000		$	465,000
Cash paid	$	1,625,000
Trucks, trailers, and vehicles		3,488,246			—
Promissory note		2,854,000
Furniture and equipment		444,713			—
Fair value of common stock issued		861,300
Property and equipment, at cost		4,397,959			465,000
Total purchase price	$	5,340,300
Accumulated depreciation		(562,270	)		(11,625	)
Fair value of net assets at April 3, 2015
Accumulated impairment		(224,835	)		—
Cash	$	435,339
Property and equipment, net	$	3,610,854		$	453,375
Accounts receivable		1,063,629
Inventory		207,437
Prepaid and other current assets		199,132
Property and equipment		3,188,615
Intangibles		354,000
Goodwill		438,106
Total assets		5,886,258
Accounts payable		(455,632	)
Other current liabilities		(90,326	)
Total liabilities		(545,958	)
Net assets acquired	$	5,340,300

~~The~~Below ~~Company~~are ~~has assigned a useful life of 5 years to all assets except~~ the ~~drilling~~condensed ~~rig~~unaudited ~~with~~pro aforma ~~useful~~statements ~~life~~ of 7operations for ~~years.~~Legend ~~The Company~~and isMaxxon ~~depreciating~~presented ~~them~~as ~~using~~if the ~~straight-line~~entities ~~method~~were ~~less~~combined ~~estimated~~at ~~salvage~~the ~~costs.~~beginning ~~The Company recorded depreciation expense~~ of ~~$495,950 during~~ the year ended December 31, 2015.:

During the third quarter of 2015, the Company closed the repair facility operation for its subsidiary, Treeline Diesel Center LLC. As of December 31, 2015, the Company impaired the value of the assets of $224,835.

	2015
Revenue	$	7,205,568
Total operating expenses		10,469,714
Net loss from operations		(3,264,146	)
Total other expense		(10,164,196	)
Loss from continuing operations		(13,428,342	)
Income from discontinued operations		(1,020,473	)
Net loss		(14,448,815	)
Weighted average number of common shares outstanding – basic and diluted		738,822,999
Net loss per common share		(0.02	)
Net loss per common share for continuing operations		(0.02	)
Net loss per common share for discontinued operations		0.00

During the year ended December 31, 2015, the Company acquired $3,188,615 in property and equipment through the acquisition of Maxxon. The Company also purchased $926,054 in additional property and equipment during the year ended December 31, 2015. The Company financed $271,622 for the purchases of vehicles. 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. In November 2015, the Company traded in a vehicle with a carrying value of $159,710 for a new vehicle with a value of $122,686. As part of the trade in, the Company exchanged the note with a principal balance of $134,710 and accrued interest of $714 for a new note of $118,110. The Company recognized a loss of $19,710 for the trade in.

Rig Purchase

During the year ended December 31, 2014, the Company purchased a drilling rig at a purchase price of $465,000, for both its own use and to provide potential additional revenue sources to the Company. 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 useful life of the rig is expected to be seven years. During the year ended December 31, 2015 and 2014, the Company recorded $54,695 and $11,625 of depreciation on the rig, respectively. The net book value at December 31, 2015 and 2014 was $398,680 and $453,375, respectively.

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:

	December 31, 2015		December 31, 2014
Oil and gas properties, subject to amortization	$	—	$	3,948,679
Accumulated depletion, depreciation and amortization		—		(308,763	)
Net oil and gas properties, subject to amortization		—		3,639,916
Oil and gas properties, not subject to amortization		—		—
Total oil and gas properties, net		—		3,639,916

	December 31,
	2015		2014
Proved leasehold costs	$	—		2,028,621
Costs of wells and development		—		1,749,041
Capitalized asset retirement costs		—		171,017
Total proved oil and gas properties		—		3,948,679
Accumulated depletion, depreciation, and amortization		—		(308,763	)
Net capitalized proved oil and gas properties		—		3,639,916
Unproven property				—
Total oil and gas properties		—		3,639,916

Property Sales and Acquisitions

During the year ended December 31, 2014, the Company acquired the Landers and Volunteer leases from New Western Energy Corporation (“NWTR”). The Company entered into a Loan Release Agreement with NWTR, in which (i) NWTR assigned and transferred to Legend, all of its right, title, and interest in the assumed leases and (ii) Legend assumed a debenture and released NWTR from any further obligations or payments relating to the debenture, which, upon assumption, had a balance of $1,040,000, due and payable as of April 2016 (subsequently amended see Note 8).

During the year ended December 31, 2015, the Company acquired working interests in the Van Pelt lease for $100,000.

~~During~~NOTE ~~the first quarter of 2015, the Company sold its Piqua property for approximately $1.~~5 ~~million,~~– ~~and~~PROPERTY ~~its~~AND 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 $901,114. The Company disbursed the proceeds of $1,425,000 to Hillair Capital Investments LP (“Hillair”), the mortgage holder, in the amounts described in Note 10.EQUIPMENT

OnThe ~~October~~amount ~~28,~~of capitalized ~~2015,~~costs ~~the~~related ~~Company~~to ~~sold the Volunteer~~ property toand ~~Hillair~~equipment inand ~~exchange for~~ the ~~forgiveness~~amount of ~~approximately $1.9 million in prepayment penalty obligations. No gain was recorded on the sale as Hillair is a~~ related ~~party.~~accumulated ~~The~~depreciation ~~excess~~at ~~fair value~~December ~~of the debt over the property settled~~31, 2016 ofand ~~$144,355 was recorded as a reduction of interest expense.~~2015:

During the years ended December 31, 2015 and 2014, the Company incurred development costs of $988,689 and $1,749,041 related to the completion of the Piqua, McCune, Landers, Volunteer, and Van Pelt wells, respectively.

	2016			2015

Trucks, trailers, and vehicles	$	3,073,034		$	3,263,411
Furniture and equipment		186,770			444,713
Property and equipment, at cost		3,259,804			3,708,124
Accumulated depreciation		(687,545	)		(495,950	)
Property and equipment, net	$	2,572,259		$	3,212,174

During 2015, the ~~years~~Company ~~ended~~closed ~~December~~the repair facility operation 31for its subsidiary, ~~2015~~Treeline ~~and~~Diesel ~~2014~~Center LLC. As of December 31, 2015, the Company ~~recorded~~fully ~~depletion~~impaired ~~expense~~the value of ~~$70~~their Treeline Diesel Center,~~045~~ ~~and~~LLC 69subsidiary assets with a carrying value of $224,~~285,~~835 ~~respectively~~(net of accumulated depreciation of $33,108).

~~NOTE~~In September 2016, the Company sold 19 oil trailers with a net 7book -value ~~INTANGIBLES~~of $1,235,346 (net of accumulated depreciation of $428,654) through Ritchie Bros. Auctioneers (America) Inc. The Company received $158,355 in proceeds, resulting in a recorded loss on the sale of the oil trailers of $1,076,991 during the year ended December 30, 2016.

~~During~~The ~~the~~Company ~~year~~also ~~ended~~disposed ~~December~~of 31$259,404 ~~2015,~~in ~~the~~other ~~Company~~assets ~~completed~~(net ~~its~~of accumulated depreciation ~~acquisition~~ of ~~Maxxon.~~$20,735) ~~The~~during ~~Company performed~~the anyear ~~assessment~~ended ofDecember ~~the~~31, ~~net~~2016, ~~assets~~resulting ~~acquired~~in ~~and~~a ~~identified~~recorded itloss ~~had~~of ~~acquired~~$36,076 ~~significant~~during the ~~customer~~year ~~relationships,~~ended aDecember ~~trademark and~~31, a2016. ~~non-compete~~The ~~agreement~~total ~~with~~loss ~~the~~on ~~sellers~~disposal of ~~Maxxon.~~property ~~Below~~and isequipment afor ~~summary~~the ofyears ~~the~~ended ~~cost~~December ~~attributable~~31, to2016 ~~the~~and 2015 ~~acquired~~is ~~intangibles~~$1,113,067 and $10,255, respectively.

	December 31,
	2015			2014
Non-compete agreement	$	39,200		$	—
Trademark		47,800			—
Customer relationships		267,000			—
Goodwill		438,106			—
Total intangible assets		792,106			—
Accumulated amortization of intangible assets		(36,758	)		—
Accumulated impairment of intangible assets		(438,106	)		—
Net Intangible asset ending balance, December 31	$	317,242		$	—

The Company recorded depreciation expense from assets in continuing operations for the years ended December 30, 2016 and 2015 in the amount of $741,043 and $495,950, respectively.

~~After completing the purchase~~NOTE ~~price~~6 ~~allocation~~– for the acquisition of Maxxon, the Company noted that its total purchase price of $5,340,300 exceeded the net assets acquired of Maxxon by $438,106 and accordingly, recorded goodwill for the excess amount. As of December 31, 2015, the Company assessed its goodwill for impairment and determined that goodwill was impaired. Accordingly, the Company recorded impairment and loss of $438,106 to fully impair the recorded goodwill. INTANGIBLES

~~NOTE~~The ~~8 –~~amount ~~ASSET~~of ~~RETIREMENT~~intangible ~~OBLIGATION~~assets related to the Maxxon acquisition and the amount of related accumulated amortization are as follows:

During 2015, the Company sold all of its producing properties. The asset retirement obligation recorded as of December 31, 2015 was related to the Van Pelt lease, a non-producing field, that the Company acquired during 2015, and which the Company still owned as of year-end.

		2016			2015
Non-compete agreement	$	39,200		$	39,200
Trademark		47,800			47,800
Customer relationships		267,000			267,000
Total intangible assets		354,000			354,000
Accumulated amortization of intangible assets		(85,680	)		(36,758	)
Net Intangible asset ending balance, December 31	$	268,320		$	317,242

~~The following~~Amortization ~~table~~of ~~reconciles~~intangible assets for the ~~value~~years ofended ~~the~~December 31, ~~asset~~2016 ~~retirement~~and ~~obligation~~2015 was $48,922 and $36,758, respectively. Estimated aggregate future amortization for the years ~~ended~~ending December 31 are approximately; $48,900 ~~2015~~in 2017, $39,400 in 2018, $36,000 in 2019, $29,200 in 2020, $26,500 in 2021 and ~~2014:~~thereafter $88,320.

	December 31,
	2015			2014
Opening balance, January 1	$	202,586		$	196,767
Liabilities incurred		81,710			21,644
Liabilities settled		(203,163	)		—
Accretion expense		27,574			15,803
Changes in estimate		(12,578	)		(31,628	)
Ending balance, December 31	$	96,129		$	202,586

During 2015, the Company determined that goodwill was fully impaired. As a result, the Company recorded an impairment in the amount of $438,106 for the year ended December 31, 2015.

NOTE 9 – 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 Maxxon to obtain a buyer for Maxxon. Our Board of Directors reviewed this agreement between NPE 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 year ended December 31, 2015, the related party amounts due to NPE were reduced by payments of $180,400, with additions for brokerage fees on the acquisition of Maxxon 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 year ended December 31, 2015, the Company reduced its general and administrative expense by $451,600. As of December 31, 2015, there was an amount due to NPE of $120,000, as a result of the bonus accrual under the NPE letter agreement for CEO services. During 2015, the Company incurred expenses, which include CEO compensation and bonus under the NPE letter agreement of $360,000, totaling $532,000 to NPE for 2015, as compared to 2014 expenses to NPE of $773,000.

On May 1, 2015, Hillair converted all of its 600 Series A Convertible Preferred Stock to 600 million shares of common stock.

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 carrying value of $9,824,976 (the "Exchanged Debentures"). The shares can be converted into 327,499,200 shares of the Company's common stock.

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 $0.03 per share. After taking into account the original issue discount, legal and diligence fees of $104,000 reimbursed to Hillair, the net proceeds received by the Company was $550,000.

NOTE 10 – NOTE PAYABLE TO BANK

Under a series of agreements with the Bank of Canada, as of December 31, 2013, Legend Canada had a revolving credit facility with a maximum borrowing base of $2,018,951. Outstanding principal under the loan bore interest at a rate equal to the bank’s prime rate of interest (currently 3%) plus 1%. The Company was obligated to pay a monthly fee of 0.25% of any undrawn portion of the credit facility. The borrowings under the credit facility were payable upon demand at any time. Borrowings under the agreements were collateralized by a Fixed and Floating Charge Demand Debenture (the "Debenture") to the bank in the face amount of CAD$25 million approximately (US $33 million), to secure payment of all debts and liabilities owed by Legend Canada to the bank. The interest rate on amounts drawn under the Debenture, as well as interest that is past due, was the prime rate, plus 7% per annum. As further collateral, Legend Canada also executed an Assignment of Book Debts on October 19, 2011, that grants, transfers and assigns to the bank a continuing and specific security interest in specific collateral of Legend Canada, including all debts, proceeds, accounts, claims, money and chooses in action which currently or in the future are owing to Legend Canada. On August 22, 2013, the Company entered into a Forbearance agreement with the bank, which conveyed the bank additional control over the assets of Legend Canada, increased the interest payments to prime rate of interest plus 4%, and indicated through sale of assets or other means full repayment of the existing credit facility in full by November 29, 2013. In the year ended December 31, 2014, the bank agreed to enter into a Forbearance agreement due to the contemplated merger with NWTR.

OnNOTE ~~April~~7 – ~~25,~~LIABILITIES ~~2014,~~OF ~~the~~DISCONTINUED ~~Company~~OPERATIONS ~~received~~– aASSET ~~Notice~~RETIREMENT of Intention to Enforce Security from the Bank of Canada relating to its revolving credit facility. 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 wrote 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 the bank executed a Mutual Release and Discharge in consideration for $250,000 and all obligations were fully retired.OBLIGATION

~~NOTE~~The 11asset –retirement ~~NOTES~~obligation ~~PAYABLE~~recorded as of both December 31, 2016 and 2015 was related to the Van Pelt lease, a nonproducing field and discontinued operation, and for which we still own the lease as of December 31, 2016. The asset retirement obligation at both December 31, 2016 and 2015 was $139,927 and $96,129, respectively, and has been included within liabilities of discontinued operations on the consolidated balance sheets. The Company recorded $43,798 and $27,574 in accretion expense of the asset retirement obligation liability during the years ended December 31, 2016 and 2015, respectively, and has been included in the loss from discontinued operations in the Company’s Consolidated Statements of Operations.

Notes payable consist of the following:		December 31, 2015			December 31, 2014
a)	On October 28, 2013, a vendor filed a complaint against the Company seeking to collect $68,913, plus interest at 12% 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 year ended December 31, 2014, the Company made principal payments of $15,000 and capitalized $16,693 of interest expense to the principal balance. During the year ended December 31, 2015, the Company made principal payments of $30,000 and capitalized $5,199 of interest expense to the principal balance.	$	45,805		$	70,606
b)	On April 1, 2014, the Company issued a note payable to New Western Energy Corporation (“NWTR”) for $75,000 as part of the plan for merger with NWTR. The note has no interest provision and was due on February 28, 2015. On January 6, 2015, the Company entered into a settlement with NWTR to repay the remainder of principal in 5 installments starting on February 15, 2015. The Company made aggregate principal and interest payments of $38,336 and $10,000 for the years ended December 31, 2015 and 2014, respectively. The note was in default as of December 31, 2015, but the Company has not received a default notice from NWTR.		26,664			65,000
c)	On June 19, 2014, a vendor filed a complaint against the Company seeking to collect $35,787, plus interest at 12% 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 year ended December 31, 2014, the Company made principal payments of $14,000 and capitalized $1,852 of interest expense to the principal balance. During the year ended December 31, 2015, the Company made principal payments of $22,000 and capitalized $1,402 of interest expense to the principal balance.		3,041			23,639
d)	On October 20, 2014, the Company issued a note payable for the purchase of drilling rig for $315,000. The note bears interest at 6% per annum and was due on April 12, 2016. The Company is required to make monthly payment of $18,343. The Company made aggregate principal and interest payments of $36,686 and $219,208 for the years ended December 31, 2015 and 2014, respectively.		73,372			281,380
e)	On October 24, 2014, the Company issued a loan agreement with Community Trust Bank for $85,100. The note bore interest at 2.4% per annum and was due on October 2015. The note was secured by a certificate of deposit in the amount of $85,000, which was classified as restricted cash as of December 31, 2014. The Company made aggregate principal and interest payments of $83,199 and $2,700 for the years ended December 31, 2015 and 2014, respectively.		—			82,400
f)	On November 13, 2014, the Company entered into a debt restructuring agreement (the “Restructured Debenture”) with Hillair with a face value of $6,060,000 and original issue discount of $60,000 to settle the debentures discussed in Note 11b – 11d below. The note bore interest at 8.5% per annum and was due on March 1, 2016. The debt restructuring qualified as an extinguishment of debt and the Company recorded a loss on extinguishment of $3,124,722 during the year ended December 31, 2014. As of December 31, 2014, the unamortized debt discount was $53,924. 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, which was recorded as interest expense. The prepayment interest of $568,885 was fully amortized as of December 31, 2015. The remaining principal balance of $5,346,571 was settled with the issuance of Series B Convertible Preferred Stock as discussed in Note 9.		—			6,006,076
g)	During 2015, the Company issued two Senior Secured Debentures to Hillair in the amount of $400,000 and $2,499,975. The notes bore interest at 8% and 8.5% and payable on or before March 1, 2016 and May 16, 2016, respectively. The Company received net proceeds of $2,310,000 after transaction fee. The principal amount of $2,899,975 and accrued interest of $136,755 was settled with the issuance of Series B Convertible Preferred Stock as discussed in Note 9.		—			—
h)	On April 3, 2015, as part of the Maxxon acquisition, the Company issued secured promissory note to Sher Trucking in the amount of $2,854,000. The note bears interest at 5% per annum and is due in full on April 3, 2016. On April 5, 2016, the Company entered into an agreement with Sher that restructured the secured promissory note ($2,854,000) plus accrued interest ($142,700) (the “Restructuring”), totaling $2,996,700 to Sher. The terms of that Restructuring are that (1) the Company will pay $1,000,000 to Sher by April 8, 2016 (the Company entered into a debenture with Hillair that nets to $1,000,000 in cash proceeds to the Company, to be paid by us directly to Sher; (2) the remaining balance on the Sher Note of $1,996,700 at 15% interest per annum, will be due and payable on April 3, 2018; (3) the Company will pay Sher a restructuring fee of $250,000 on April 3, 2018; and, (4) the Sher Note will remain collateralized by the same collateral as the original promissory note to Sher.		2,854,000			—
i)	On November 1, 2015, the Company purchased trucks from A&H Sterling Energy, LLC. The trucks were financed by A&H Sterling Energy, LLC with an outstanding promissory note in the aggregate amount of $96,407 owed to Cunard Holdings LLC. The Company assumed the outstanding promissory note as part of the acquisition. The note bears interest at 7% and is due on January 1, 2018.		89,511			—
j)	On November 12, 2015, the Company entered into secured note agreement with a financial institution for the purchase of a vehicle in the amount of $134,710. The notes bore interest at 6.49% and was due on November 12, 2020. In December 2015, the Company traded in the vehicle for a new vehicle. As part of the trade in, the note was settled and a new note was issued with a principal of $118,110, with interest at 5.99% and is due on December 3, 2020.		116,411			—
k)	On November 12, 2015, the Company entered into a secured note agreement with a financial institution for the purchase of vehicle in the amount of $57,106. The notes bears interest at 3.99% and is due on November 12, 2020.		55,843			—
l)	On December 16, 2015, the Company entered into a secured line of credit facility with State Bank and Trust Company in the aggregate amount of $275,000. The facility bears interest at 4% and due on December 16, 2016. The note is collateralized by certain property of Maxxon. During 2015, the Company drew $100,000 under this facility.		100,000			—
	Total	$	3,364,647		$	6,529,101
	Less short term debt		(249,348	)		—
	Less current portion of long term debt		(1,074,781	)		(409,856	)
	Long term debt	$	2,040,518		$	6,119,245

The table below reconciles the value of the asset retirement obligation at December 31, 2016 and 2015:

		2016		2015
Opening balance, January 1	$	96,129	$	202,586
Liabilities incurred		—		81,710
Liabilities settled		—		(203,163	)
Accretion expense		43,798		27,574
Changes in estimate		—		(12,578	)
Ending balance, December 31	$	139,927	$	96,129

NOTE 8 – RELATED PARTY TRANSACTIONS

On November 29, 2016, the CEO at that time, resigned from his position with the Company. Prior to our former CEO assuming any role in the Company, including his former Chief Restructuring Officer duties, Northpoint Energy Partners (“NPE”), of which our former CEO is a principal, was engaged by the owners of Maxxon to obtain a buyer for Maxxon. During 2015, our Board of Directors reviewed this agreement between NPE and the sellers, and deemed the agreement and 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 year ended December 31, 2015, the related party amounts due to NPE were reduced by payments of $180,400. NPE was due a balance of $451,600, as a result of the former CEO agreement initially negotiated with NPE, the former CEO and the Company, during 2014. In July 2015, NPE agreed to forgive the amount due to NPE of $451,600. During the year ended December 31, 2015, the Company reduced its general and administrative expense by the total of $451,600. As of December 31, 2015, the only amount due to NPE was $120,000, which was the revised contractual bonus accrual under the NPE letter agreement for CEO services. The $120,000 was fully paid during the year ended December 31, 2016.

On May 1, 2015, Hillair Capital Investments, L.P. (“Hillair”), a related party and majority stockholder of the Company, converted all of its 600 Series A Convertible Preferred Stock to 600 million shares of common stock.

On October 22, 2015, the Company consummated a Securities Exchange Agreement with Hillair, its controlling stockholder, 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 carrying value of $9,824,976 (the “Exchanged Debentures”). The shares can be converted into 327,499,200 shares of the Company’s common stock. See Note 12 – Stockholders’ Equity (Deficit).

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 was convertible into up to 21,800,000 shares of common stock at a conversion price of $0.03 per share. After taking into account the original issue discount, legal and diligence fees of $104,000 reimbursed to Hillair, which were recorded as debt discount within the convertible note – related party line of the accompanying consolidated balance sheet, the net proceeds received by the Company was $550,000. The debenture was restructured on January 29, 2016.

~~NOTE~~On 12January –29, ~~CONVERTIBLE~~2016, ~~DEBT~~the Company and Hillair amended the Securities Purchase Agreement (the “Amended SPA”) to increase the aggregate amount available to the Company. The Amended SPA increased the amount from $654,000 to $1,439,400. As a result, the Company received $630,000 in new proceeds, net of the increased amount of original issue discount, legal and diligence fees of $155,400, which were recorded as a debt discount within the convertible debt - related party line of the accompanying consolidated balance sheet. The debenture is convertible into 47,980,000 shares of common stock at a conversion price of $0.03 per share. The Amended SPA also extended the maturity date to March 1, 2018. All other terms of the debenture remain the same.

Convertible debt consist of the following:		December 31, 2015		December 31, 2014
a)	On April 5, 2013, the Company entered into a note agreement with JMJ Capital for borrowing up to $300,000. The note bore interest at 12% if repaid within 90 days, and was repayable beginning in April 2014 and carried an original issue discount of 10%. As of December 31, 2014, the Company borrowed a total of $162,500 and received net proceeds of $150,000. The conversion price of the note was 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. 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 during 2014.	$	—	$	—
b)	On May 29, 2014, the Company amended the convertible debentures issued during the year ended 2013 in the aggregate principal amount of $1,624,000, The Amended Debentures carry an 8% interest rate per annum and are convertible into the Company’s common stock at an exercise price of $0.01 per share, subject to anti-dilution provisions. The Amended Debentures are payable on or before August 1, 2016. The Amended Debentures increased the face value of the amounts owed from $1,624,000 to $1,720,283. The increase was related to the outstanding accrued interest on the original debentures of $96,283. The amendment qualified as an extinguishment of debt and the Company recorded a loss on extinguishment of $1,881,015 during 2014. This debenture was settled with the issuance of debt discussed in Note 11f.		—		—
c)	During 2014, the Company and Hillair entered into various debenture agreements in the aggregate amount of $3,232,800 and received net proceeds of $2,745,758. These debentures bore interest at 8% and is convertible into the Company’s common stock at an exercise price of $0.01 per share, subject to anti-dilution provisions. These debentures was settled with the issuance of debt discussed in Note 11f.		—		—
d)	On September 4, 2014, the Company entered into a Debenture Purchase Agreement with Hillair whereby the Company assumed an 8% Original Issue Discount Senior, Secured Convertible Debenture (the “Debenture”) in the original principal amount of $1,232,000, as originally executed on November 6, 2013 by NWTR. The Company assumed the Debenture and released NWTR from any further obligations or payments relating to the Debenture, which, upon assumption, had a balance of $1,040,000, due and payable in April 2016. This debenture was settled with the issuance of debt discussed in Note 11f.		—		—
e)	During 2015, the Company and Hillair entered into various Senior Secured Convertible Debenture in the aggregate principal amounts of $1,396,000 and received net proceeds of 1,200.000. These debentures bore interest at 8% and are convertible into shares of Common Stock at a conversion price of $0.03 per share. On October 22, 2015, the principal balance of $1,396,000 and accrued interest of $45,675 was settled with the issuance of Series B Convertible Preferred Stock as discussed in Note 9.		—		—
f)	On October 22, 2015, the Company issued a Senior Secured Convertible Debenture in the aggregate amount of $654,000 to Hillair, bears interest at 8% and is 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 $104,000 reimbursed to Hillair, the net proceeds received by the Company was $550,000. As of December 31, 2015, unamortized debt discount was 89,323.		564,677		—
	Total long term convertible debt	$	564,677	$	—

On March 25, 2016, the Company entered into a convertible debenture with Hillair totaling $410,788, due and payable on March 1, 2018. This debenture is convertible into 13,692,933 shares of common stock at $0.03 per share. The Company received net proceeds of $360,000, net of original issue discount, legal and diligence fees of $50,788, which were recorded as a debt discount within the convertible debt related party line of the accompanying consolidated balance sheet.

On April 6, 2016, the Company entered into a convertible debenture with Hillair totaling $1,150,206, due and payable on March 1, 2018. This debenture is convertible into 38,340,200 shares of common stock at $0.03 per share. We received net proceeds of $1,000,000, net of original issue discount, legal and diligence fees of $150,206, which were recorded as a debt discount within the convertible debt related party line of the accompanying consolidated balance sheet.

On May 27, 2016, the Company entered into a convertible debenture with Hillair totaling $460,082, due and payable on March 1, 2018. This debenture is convertible into 15,336,080 shares of common stock at $0.03 per share. The Company received net proceeds of $400,000, net of original issue discount, legal and diligence fees of $60,082, which were recorded as a debt discount within the convertible debt related party line of the accompanying consolidated balance sheet.

On July 5, 2016, the Company entered into a convertible debenture with Hillair totaling $330,000, payable in full on March 1, 2018. This debenture is convertible into 11,000,000 shares of common stock at $0.03 per share. The Company received net proceeds of $300,000, net of original issue discount, legal and diligence fees of $30,000, which were recorded as a debt discount within the convertible debt related party line of the accompanying consolidated balance sheet.

On July 27, 2016, the Company entered into a convertible debenture with Hillair totaling $550,000, payable in full on March 1, 2018. This debenture is convertible into 18,333,333 shares of common stock at $0.03 per share. The Company received net proceeds of $475,000, net of original issue discount, legal and diligence fees of $75,000, which were recorded as a debt discount within the convertible debt related party line of the accompanying consolidated balance sheet.

On August 21, 2016, the Company entered into a convertible debenture with Hillair totaling $385,000, payable in full on March 1, 2018. This debenture is convertible into 12,833,333 shares of common stock at $0.03 per share. The Company received net proceeds of $340,000, net of original issue discount, legal and diligence fees of $45,000, which were recorded as a debt discount within the convertible debt related party line of the accompanying consolidated balance sheet.

~~During~~ On October 31, 2016, the ~~year~~Company ~~ended~~entered ~~December~~into 31a convertible debenture with Hillair totaling $440,000, ~~2015~~payable ~~and~~in ~~2014~~full on March 1, ~~the~~2018. ~~Company~~The ~~recorded~~debenture ~~interest~~is ~~expense~~convertible into 14,666,667 shares of common stock at $~~854,576~~0.03 ~~and~~per share. The Company received net proceeds of $1390,~~267~~000,~~867,~~ ~~respectively~~net of original issue discount, ~~for~~ ~~convertible~~legal and ~~non-convertible~~diligence fees ~~debentures~~of $50, ~~related~~000, towhich ~~the~~were ~~amortization~~recorded ofas a debt ~~discounts~~discount onwithin the ~~Company's~~convertible ~~outstanding~~ debt related party line of the accompanying consolidated balance sheet.

~~During~~On ~~the~~November ~~year ended December 31~~29, ~~2015 and 2014~~2016, the Company ~~recorded~~entered ~~interest~~into ~~expense~~a ofconvertible debenture ~~$839,369~~with ~~and~~Hillair totaling $~~276~~302,~~112~~500, ~~respectively for~~payable ~~convertible~~in ~~and~~full ~~non-convertible~~on ~~debentures~~March 1, 2018. ~~During~~The ~~the~~debenture ~~year~~is ~~ended~~convertible ~~December~~into 3110,083,333 ~~2015~~shares of ~~and~~common ~~2014,~~stock ~~the~~at $0.03 per share. The Company ~~made~~received ~~cash~~net ~~payment~~ proceeds of $~~584~~275,~~226~~000, net of original issue discount, legal and diligence fees of $2027,~~694~~500, ~~for~~which ~~interest~~were recorded as a debt discount within the convertible debt related party line of the accompanying consolidated balance sheet.

~~NOTE~~On December 16, 2016, the Company entered into a convertible 13debenture –with ~~EMBEDDED~~Hillair ~~DERIVATIVE~~totaling ~~LIABILITIES~~of $330,000, payable in full on March 1, 2018. The debenture is convertible into 11,000,000 shares of common stock at $0.03 per share. The Company received net proceeds of $300,000, net of original issue discount, legal and diligence fees of $30,000, which were recorded as a debt discount within the convertible debt related party line of the accompanying consolidated balance sheet.

The ~~following~~ ~~table~~information isin athe ~~reconciliation~~below oftable ~~embedded~~includes ~~derivative~~all ~~liabilities~~related ~~measured~~party convertible debt at ~~fair~~December ~~value~~31, on2016, aand ~~recurring~~the ~~basis~~details ~~using~~of ~~significant unobservable~~that ~~inputs~~debt. ~~(Level~~Debenture 3)net ~~for~~is the ~~years~~debenture ~~ended~~amount ~~December~~less ~~31,~~the ~~2015~~unamortized original issue discount and ~~2014:~~deferred financing costs (“OID & DFC”).

	Embedded Derivative Liabilities
	Debtor		Issue Date	Maturity Date		Common Share Conversion Price	Convertible Common Shares		Debenture Amount		Unamortized OID & DFC		Debenture Net
Balance as of January 1, 2014	$	1,161,284
a)	Hillair Capital Investments, L.P.		January 29, 2016	March 1, 2018	$	0.03	47,980,000	$	1,439,400	$	139,445	$	1,299,955
Fair value of warrants issued		4,500,546
b)	Hillair Capital Investments, L.P.		March 25, 2016	March 1, 2018		0.03	13,692,933		410,788		30,574		380,214
Fair value of debt issued		4,503,080
c)	Hillair Capital Investments, L.P.		April 7, 2016	March 1, 2018		0.03	38,340,200		1,150,206		92,118		1,058,088
Fair value of Series A Convertible Preferred Stock issued		2,324,184
d)	Hillair Capital Investments, L.P.		May 27, 2016	March 1, 2018		0.03	15,336,080		460,082		42,609		417,473
Dispositions at fair value		(3,392,105	)
e)	Hillair Capital Investments, L.P.		July 5, 2016	March 1, 2018		0.03	11,000,000		330,000		21,109		308,891
Changes in fair value		(7,968,322	)
f)	Hillair Capital Investments, L.P.		July 27, 2016	March 1, 2018		0.03	18,333,333		550,000		54,768		495,232
Balance as of December 31, 2014	$	1,128,667
g)	Hillair Capital Investments, L.P.		August 21, 2016	March 1, 2018		0.03	12,833,333		385,000		34,336		350,664
Fair value of warrants issued		—
h	Hillair Capital Investments, L.P.		October 31, 2016	March 1, 2018		0.03	14,666,667		440,000		46,499		393,501
Fair value upon conversion of preferred stock to common stock		(7,680,000	)
i)	Hillair Capital Investments, L.P.		November 29, 2016	March 1, 2018		0.03	10,083,333		302,500		25,574		276,926
Change in fair value		6,551,333
j)	Hillair Capital Investments, L.P.		December 16, 2016	March 1, 2018		0.03	11,000,000		330,000		28,977		301,023
Balance as of December 31, 2015	$	—
	Total convertible debt-related party						193,265,879	$	5,797,976	$	516,009	$	5,281,967

The ~~Company~~total ~~used~~debt ~~the~~discount ~~market~~and ~~price~~deferred offinancing ~~$0.0128~~costs for ~~its~~the convertible ~~common~~debentures ~~stock~~amount onto ~~the~~$516,009 ~~date~~and $89,323 (net of ~~conversion~~accumulated amortization of ~~the~~$261,967 ~~Series~~and A$14,677) ~~Convertible~~as ~~Preferred~~of December ~~Stock~~31, 2016 and 2015, respectively. Amortization related to ~~calculate~~debt ~~the~~discount ~~fair~~and ~~value~~deferred offinancing ~~the~~costs ~~embedded~~amount ~~derivative~~to ~~extinguished~~$247,290 ~~during~~and $14,677 for the ~~year~~years ended December 31, 2016 and 2015, respectively, and have been included within interest expense on the accompanying consolidated statements of operations.

The convertible debentures outstanding to Hillair of $5,797,976 are due in full on March 1, 2018. There are no installment payments required by these convertible notes of either principal or interest.

On September 30, 2016, the Company entered into a line of credit facility (the “Credit Facility”) with Lorton Finance Company (“Lorton”), an affiliate of Hillair, due on September 30, 2019. This line of credit facility is not convertible into common or preferred shares of the Company; rather, as discussed in the below paragraph, certain draws require us to issue our Series B Preferred Stock based on the formula described below.

The aggregate amount of the above Lorton facility is $2,000,000, with the initial draw by the Company of $1,150,000. Draws made subsequent to the initial draw provide that we issue Lorton shares of the Company’s Series B Preferred Stock in amounts equivalent to five percent (5%) of the amount of the draw divided by the $1,000 stated value of the Series B Preferred Stock. Each of these preferred shares is convertible into the Company’s common stock at $0.03 per share. The facility bears interest at the rate of 20% per annum, payable monthly beginning March 31, 2017. Beginning September 30, 2017, the Company is obligated to make monthly principal payments of $47,917. The Credit Facility is secured by titles to 19 trucks owned by the Company. After taking into account legal and diligence fees of $87,545, which were recorded as a deferred financing cost within the long term debt-related party line of the accompanying consolidated balance sheet, and the payment in full of our line of credit with State Bank & Trust Company (see Note 10 – Long Term Debt) in the amount of $274,955, the net proceeds received by the Company was $787,500.

On October 27, 2016, pursuant to the mutual agreement of Lorton and the Company, the Company made an additional $300,000 draw in principal amount of the Credit Facility. Such additional Debenture (i) bears interest at the rate of 20% per annum, payable monthly beginning March 31, 2017, (ii) beginning September 30, 2017, the Company is obligated to make monthly principal payments of $12,500, (iii) has a first priority security interest in the assets being acquired in connection with such additional purchase, and (iii) is otherwise in substantially the form of the Credit Facility. In addition, the Company issued Lorton 15 shares of the Company’s Series B Preferred Stock valued at $14,500, accounted as additional paid in capital and debt discount on long term debt-related party. These shares are convertible into 500,000 shares of the Company’s common stock. Total outstanding with Lorton amounted to $1,355,310 (net of unamortized debt discount and deferred financing costs of $94,690) at December 31, 2016.

The debt discount and deferred financing costs for the long term debt-related party amount to $94,690 (net of accumulated amortization of $7,355) as of December 31, 2016. Amortization related to the debt discount and deferred financing cost amount to $7,355 for the year ended December 31, 2016, and has been included within interest expense on the accompanying consolidated statements of operations.

The following table represents the aggregate future maturities required on the Lorton credit facility for the years ending December 31:

2017	$	241,667
2018		725,000
2019		483,333
Total payments	$	1,450,000

~~During the year ended December 31, 2014, the~~NOTE ~~Company~~9 ~~valued~~– ~~the~~SHORT ~~embedded~~TERM derivative liabilities 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 year ended December 31, 2014 is as follows:DEBT

Expected dividend yield	—
Strike price	$0.001-0.01
Expected stock price volatility	196.27-218.76	%
Risk-free interest rate	1.52-1.78	%
Expected term (in years)	4-5

On October 28, 2013, a vendor filed a complaint against the Company seeking to collect $68,913, plus interest at 12% for services rendered on or before November 30, 2012. This claim has been satisfactorily resolved between the parties, and Legend is remitting $2,500 per month in settlement of this claim, until such balance is fully repaid. The outstanding principal balance of the claim was $20,297 and $45,805 as of December 31, 2016 and 2015, respectively.

~~NOTE 14~~On –April ~~STOCKHOLDERS’~~1, ~~EQUITY~~2014, the Company issued a note payable to New Western Energy Corporation (~~DEFICIT~~“NWTR”) for $75,000. The note has no interest provision and was due on February 28, 2015. On January 6, 2015, the Company entered into a settlement with NWTR to repay the remainder of principal in 5 monthly installments starting on February 15, 2015 with no interest accruing. The note was in default as of December 31, 2016, but the Company has not received a waiver nor a default notice from NWTR. The Company is accruing interest at an estimated rate of 12% due to the default. The outstanding principal balance of the note was $26,664 as of December 31, 2016 and 2015, respectively.

On ~~December~~June 2119, ~~2015~~2014, ~~the~~a ~~Company~~vendor ~~obtained~~filed ~~stockholder~~a ~~approval to~~complaint ~~amend~~against the Company's ~~Articles~~seeking ~~of Incorporation~~ to ~~effect~~collect an$35,787, ~~increase~~plus ininterest at ~~the~~12% ~~amount~~for ofservices ~~authorized shares of from 1,100,000,000 to 5,000,000,000~~rendered. The ~~Company~~outstanding ~~increased~~principal ~~the~~balance ~~number~~ of ~~authorized~~the ~~shares~~note ofwas ~~common stock from 1 billion shares~~$3,507 ~~with~~as ~~a par value~~ of ~~$0.001,~~December ~~to 4.9 billion shares~~31, ~~with a par value of $0~~2015.~~001~~ ~~and~~This ~~100~~claim ~~million~~has been ~~shares~~satisfactorily ~~designated~~resolved asbetween ~~blank~~the ~~check preferred stock~~parties.

On ~~November~~October 1320, 2014, the Company ~~designated~~issued a note payable for the ~~600~~purchase ~~shares~~of drilling rig for $315,000. The note bore interest at 6% per annum and was due on April 12, 2016. This note was fully repaid as of ~~its~~December ~~100~~31, ~~million~~2016. ~~shares~~The outstanding principal balance of ~~blank~~the ~~check~~note ~~preferred~~was ~~stock~~$73,372 as ~~Series~~of ADecember ~~Convertible~~31, ~~Preferred Stock~~2015.

On ~~October~~December 2116, 2015, the Company ~~designated~~entered 9into a secured line of credit facility with State Bank and Trust Company in the aggregate amount of $275,~~643~~000. The ~~shares~~facility bore interest at 4% and was due on December 16, 2016. The note was collateralized by certain property of ~~its~~Maxxon. ~~100~~On September ~~million~~30, ~~shares~~2016, the secured line of ~~blank~~credit ~~check~~facility ~~preferred~~was ~~stock~~repaid aswith ~~Series~~the Bproceeds ~~Convertible~~from the related party line of credit facility ~~Preferred~~with ~~Stock~~Lorton, and this agreement with State Bank and Trust Company was terminated. The outstanding principal balance of the line of credit was $100,000 as of December 31, 2015.

On November 25, 2016, the Company entered into an agreement with Merchants to repay $4,336 of employee housing expenses related to the cancellation of North Dakota apartment leases. The agreement required a $366 down payment and monthly payments of $500 through December 15, 2017. The outstanding principal balance on this agreement at December 31, 2016 was $3,500.

During the year ended December 31, 2016, the Company entered into various insurance financing agreements. The agreements are payable in nine monthly payments and accrue interest at various rates (ranging from 3.45% and 4.61%). These financing agreements are unsecured; however, should there be a default, the Company’s insurance policies would be subject to cancellation. The outstanding principal balance on these financing agreements at December 31, 2016 was $164,233.

Total short term debt amounted to $214,694 and $249,348 as of December 31, 2016 and 2015, respectively.

NOTE 10 – LONG TERM DEBT

Long Term Debt consist of the following:
Long Term Debt consist of the following:		2016		2015

a)	On April 5, 2016, the Company entered into an agreement with Sher Trucking, LLC (Sher) that restructured the existing secured promissory note ($2,854,000) plus accrued interest ($142,700) and a $250,000 restructuring fee, (the “Restructuring”), with an amended and restated note totaling $3,246,700. This note accrues interest at 15% per annum, with all principal and interest due upon maturity. The restructuring fee of $166,667 (net of accumulated amortization of $83,333) is being amortized to interest expense using the effective interest method through the term of the agreement. The Company recorded $83,333 in interest expense for the year ended December 31, 2016 related to the amortization of the restructuring fee. The note is due on April 3, 2018. The note remained collateralized by the same collateral assets (tractors and trailers) as the original promissory note to Sher. On October 27, 2016, Sher released the collateral, due to our payment of $300,000, which also allowed the Company to obtain full title to the 12 secured trucks. The promissory note is now unsecured.	$	1,799,544	$	2,854,000

b)	On March 29, 2016, the Company entered into a trailer purchase agreement with Southwest Truck & Trailer, Inc. (“Southwest”). The Company purchased 7 trailers valued at $278,636. The Company paid $28,000 as a down payment and entered into a financing agreement with a third party for the remaining balance of $250,636. The financing requires monthly payments of $6,962 for the next 3 years and has a 0% interest rate, but imputed interest has been accrued based on a 3.45% discount rate and is reflected as a reduction of principal. The note is secured by the related trailers acquired with a net book value of $240,573 (net of accumulated depreciation of $38,063).		188,831		—

c)	On April 8, 2016, the Company entered into a trailer purchase agreement with Southwest. The Company purchased 6 trailers valued at $217,369. The Company paid $32,400 as a down payment and entered into a financing agreement with a third party for the remaining balance of $184,968. The financing requires monthly payments of $5,138 for the next 3 years and has a 0% interest rate, but imputed interest has been accrued based on a 3.45% discount rate and is reflected as a reduction of principal. The note is secured by the related trailers acquired with a net book value of $188,748 (net of accumulated depreciation of $28,621).		143,864		—

d)	On October 19, 2015, the Company entered into a secured note agreement with a financial institution for the purchase of a vehicle in the amount of $118,110. The note bore interest at 5.99% and was due on December 3, 2020. In February 2016, the Company traded in the vehicle for a new vehicle. As part of the trade in, the note was settled and a new note was issued with a principal balance of $135,278 with interest at 3.99% and is due on April 1, 2021. The new note is secured by the new vehicle acquired with a net book value of $100,288 (net of accumulated depreciation of $18,653). This vehicle was turned into a dealer and the related note was repaid on January 5, 2017 with a net loss on disposition of approximately $30,000.		118,042			116,411

e)	On November 12, 2015, the Company entered into a secured note agreement with a financial institution for the purchase of a vehicle in the amount of $57,106. The note bore interest at 3.99% and was due on November 12, 2020. In February 2016, the Company traded in the vehicle for a new vehicle. As part of the trade in, the note was settled and a new note was issued with a principal balance of $76,380 with interest at 3.90% and is due on April 5, 2021. This vehicle and related note were disposed of by the Company as they were acquired at market value by an executive of the Company. This transaction, on November 4, 2016, resulted in a net loss on disposition of approximately $4,800.		—			55,843

f)	On November 1, 2015, the Company purchased three trucks from A&H Sterling Energy, LLC (“A&H”). The trucks were financed by A&H with an outstanding promissory note in the aggregate amount of $96,407 owed to Cunard Holdings LLC. The Company assumed the outstanding promissory note as part of the acquisition of the trucks. The note bears interest at 7%, is secured by those trucks with a net book value of $77,199 (net of accumulated depreciation of $19,208) and is due on January 1, 2018.		46,412			89,045

g)	On May 19, 2016, the Company entered into a secured note agreement with a financial institution for the purchase of a vehicle valued at $53,355. The Company paid $4,000 as a down payment and financed the remaining amount of $49,355. The note was issued with a 7.49% interest rate and is due on May 19, 2020. The loan is secured by the related vehicle with a net book value of $46,225 (net of accumulated depreciation of $7,131).		42,265			—

h)	On December 26, 2016, the Company entered into a secured note agreement with a financial institution for the purchase of a vehicle valued at $45,000. The Company paid $5,000 as a down payment. The Company owes the remaining amount of $40,000. This note is being financed by the dealer over a four month period at a 0% interest rate, with payments of $10,000 each, which commenced in February 2017. The vehicle has a net book value of $46,884 (net of accumulated depreciation of $116).		40,000			—

i)	In January 2016, the Company entered into a forbearance agreement to transfer amounts owed on a credit card to Origin Bank into a note agreement, in the aggregate amount of $40,850. The note bears interest at 4% per annum and is payable in 12 monthly payments beginning April 15, 2016 of $3,000 per month with the remaining balance and accrued interest due on April 15, 2017.		14,729			—

	Total		2,393,687			3,115,299

	Less deferred financing costs		(166,667	)		—

	Less current portion of long term debt		(238,580	)		(1,074,781	)

	Long term debt	$	1,988,440		$	2,040,518

The following table represents the aggregate future maturities required on the long term notes for the years ending December 31:

2017	$	255,076
2018		1,978,718
2019		118,920
2020		33,751
2021		7,222
Total payments	$	2,393,687

NOTE 11 – EMBEDDED DERIVATIVE LIABILITIES

The table below is a reconciliation of embedded derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2015:



Balance as of December 31, 2014	$	1,128,667
Fair value of warrants issued		—
Fair value upon conversion of preferred stock to common stock		(7,680,000	)
Change in fair value		6,551,333
Balance as of December 31, 2015	$	—

The Company used the market price of $0.0128 for its common stock on the date of conversion of the Series A Convertible Preferred Stock to calculate the fair value of the embedded derivative extinguished during the year ended December 31, 2015. As of December 31, 2016 and 2015, the Company had no outstanding derivative liabilities.

During the year ended December 31, 2015, the Company valued the embedded derivative liabilities 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 year ended December 31, 2015 is as follows:


Expected dividend yield		—
Strike price	$	0.001-0.01
Expected stock price volatility		196.27-218.76	%
Risk-free interest rate		1.52-1.78	%
Expected term (in years)		4-5

NOTE 12 – STOCKHOLDERS’ EQUITY (DEFICIT)

On December 21, 2015, the Company obtained stockholder approval to amend the Company’s Articles of Incorporation to effect an increase in the amount of authorized shares of from 1,100,000,000 to 5,000,000,000. The Company increased the number of authorized shares of common stock from 1 billion shares, with a par value of $0.001, to 4.9 billion shares, with a par value of $0.001 and 100 million shares designated as blank check preferred stock.

The Company designated 600 shares of its 100 million shares of blank check preferred stock as Series A Convertible Preferred Stock.

The Company designated 9,643 shares of its 100 million shares of blank check preferred stock as Series B Convertible Preferred Stock.

On October 27, 2016, the Company designated an additional 15 shares of its 100 million shares of blank check preferred stock as Series B Convertible Preferred Stock.

Convertible Preferred Stock

On October 22 2015, the Company consummated a Securities Exchange Agreement with Hillair, its majority stockholder, pursuant to which it issued 9,643 ~~shares~~ shares of Series B Convertible Preferred Stock (the " “Series B Preferred Shares "”) in exchange for the cancellation of debentures held by Hillair with a total principal value of $9,642,546 and accrued interest of $182,430. The shares are convertible into 327,499,200 shares of the Company’s common stock at $0.03 per share.

AsOn ofOctober ~~December 31~~27, ~~2014~~2016, the Company ~~had~~made ~~issued~~a ~~and~~draw ~~outstanding~~on ~~600~~the Credit ~~shares~~Facility ofin ~~its~~the ~~Series~~amount Aof ~~Convertible~~$300,000 ~~Preferred~~with ~~Stock~~Lorton. ~~This convertible~~Per ~~preferred~~the ~~stock~~terms ~~has~~of athe 0%Credit ~~dividend~~Facility, ~~rate.~~the ~~The~~Company ~~shares~~issued ofto ~~preferred~~Lorton ~~stock~~15 shares ~~are~~of ~~convertible~~its ~~into~~Series ~~600~~B ~~million~~Preferred ~~shares of~~Shares, ~~the~~valued ~~Company¹s common stock~~ at $~~0.0001 per share~~14,500 and ~~have~~treated as a ~~non-dilution~~debt ~~provision~~discount. The shares ~~were~~are ~~converted~~convertible tointo ~~600~~500,000 ~~million~~ shares of the Company’s common stock inat ~~May~~$0.03 ~~2015~~per share.

The Series B Convertible Preferred Stock has a liquidation preference of $10,648,579 at December 31, 2016, inclusive of undeclared dividends totaling $990,579 ($837,245 and $153,335 for the years ended December 31, 2016 and 2015, respectively). The Series B Convertible Preferred Stock are convertible into shares of the Company’s common stock at $0.03 per share, have a stated value of $1,000 per share, accrue dividends daily at 8% per annum on the total stated value of the Series B Convertible Preferred Stock plus all unpaid accrued and accumulated dividends, are redeemable at the Company’s option upon achieving certain common stock trading pricing and have voting rights on an as converted basis.

As of January 1, 2015, the Company had issued and outstanding 600 shares of its Series A Convertible Preferred Stock. This convertible preferred stock had a 0% dividend rate. The shares of preferred stock were convertible into 600 million shares of the Company¹s common stock at $0.001 per share, and had an anti-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 Maxxon. 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 ~~grant~~ date of acquisition.

In December 2015, the Company issued 57,682,644 shares of common stock to Steven Wallace as part of its purchase of Maxxon. The stock had a fair value of $334,559. The fair value of the common stock was determined using the closing price of the shares on the ~~grant~~ date of acquisition.

~~During the~~On ~~year~~March ~~ended December 31~~2, ~~2014~~2016, the Company issued ~~21,976,406~~common ~~shares~~stock ofto ~~common~~an ~~stock~~employee in lieu of cash for the ~~conversion~~purchase of ~~$107,520~~property ofand ~~convertible debt~~equipment. ~~held~~A bytotal ~~JMJ~~of ~~and~~six ~~$51,477~~million ofshares ~~interest~~were ~~for~~issued ~~notes~~with ~~held~~a byfair ~~Hillair~~value ~~Capital~~of ~~Investments~~$10,800 ~~resulting~~using inthe aclosing ~~loss~~market price on ~~extinguishment~~ the date of ~~$8,220~~issuance.

In 2014, the Company also issued 56,263,333 shares of common stock to various employees and directors. The value of the stock ranged from $0.01 - $0.07 per share based on the market value on the date of grant, with an aggregate value of $811,303.

Warrants

There was no warrant activity during the year ended December 31, 2015.

Warrant activity for the year ended December 31, 2014 was:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (# years)
Outstanding at January 1, 2014		32,713,067		$	0.21		4.3
Granted		474,258,441		$	0.01		5.0
Exercised		—		$	—		—
Forfeited and cancelled		(506,971,508	)	$	0.01		5.0
Outstanding at December 31, 2014		—		$	—		—
Exercisable at December 31, 2014		—		$	—		—

2014 Warrant Activity

During the year ended December 31, 2014, the Company issued to Hillair an aggregate of 474,258,441 warrants to purchase shares of the Company’s common stock. The warrants have an exercise price of $0.01 per share and a term of 5 years. The fair value of these warrants using the Black-Scholes model was $4,500,546. These warrants were issued in conjunction with various debentures to Hillair. Accordingly, the Company recorded $3,020,283 in debt discounts against the debentures and $1,480,263 as interest expense on the dates of issuance. Variables used in the Black-Scholes option-pricing model for the warrants issued include: (1) a discount rate 1.78 %, (2) expected term of 5 years, (3) expected volatility between 196.27 - 201.35% and (4) zero expected dividends.

During the year ended December 31, 2014, 2,850,000 warrants issued were expired or unexercised.

In November 2014, as part of the Restructuring Agreement, Hillair agreed to cancel 474,258,441 warrants to purchase shares of the Company’s stock. See Note 9. As a result of this cancellation, the Company had no warrants outstanding as of December 31, 2014.

Stock Incentive Plan

On ~~May~~ 15October 26, ~~2014~~2016, the Company’s ~~created~~Board approved the ~~2014~~2016 Stock Incentive Plan and reserved 40250,000,000 shares of common stock for issuance thereunder. ~~The~~All ~~2014~~prior Stock Incentive ~~Plan~~Plans ~~also~~were ~~provides the issuance of stock awards and grant of options to purchase shares of the Company’s common stock~~cancelled. The Company did not issue any common stock, stock options or warrants ~~during the year ended December 31, 2015 or 2014. All common stock reserved~~ under this or ~~plan~~any ~~has~~prior ~~been~~Stock ~~issued~~Incentive asPlans ofduring the ~~date~~years ofended ~~this~~December ~~report to either employees~~31, ~~contractors~~2016 or ~~financial partners of the Company~~2015.

~~Options~~NOTE 13 – SEGMENT INFORMATION

~~There~~The ~~was~~Company nohad ~~option~~the ~~activity~~following ~~during~~reporting segments for the year ended December 31, 2015.:

A● ~~summary~~Legend ofis ~~stock~~an ~~option~~oil ~~activity~~and ~~for~~gas ~~the~~exploration, ~~year~~development ~~ended~~and ~~December~~production ~~31,~~company. ~~2014~~The isCompany’s asoil ~~follows:~~and gas property interests are located in the United States (Kansas and Oklahoma).

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Balance at January 1, 2014		600,000		$	0.07
Options granted		—		$	—
Options cancelled		(600,000	)	$	0.07
Balance at December 31, 2014		—		$	—
Exercisable, December 31, 2014		—		$	—
Vested and expected to vest		—		$	—

●

Maxxon is a trucking and oil and gas services company that operates in North Dakota (the Bakken) and Texas and New Mexico (the Permian).

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). · Maxxon 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~~For ~~summarized~~the ~~segment~~year ~~financial~~ended ~~data for both Legend and Maxxon as of~~ December 31, ~~2015~~2016, ~~and~~trucking ~~for~~activities were the ~~twelve months ended December 31, 2015. The~~ Company’s ~~acquired~~only ~~Maxxon in April 2015. Accordingly~~segment, ~~the segment financial data~~ as ofthe ~~December~~oil ~~31,~~and ~~2014~~gas ~~and~~activities ~~for~~were ~~the~~discontinued ~~twelve~~in ~~months~~the ~~ended~~third ~~December~~quarter ~~31,~~of ~~2014 is not presented~~2015.

Summarized Statements of Operations Information for the Year Ended December 31, 2015		Corporate			Oil and Gas		Trucking			Services			Total
Revenue	$	—		$	350,315		$	4,269,323		$	121,655		$	4,741,293
Total operating expenses		(3,112,474	)		(485,120	)		(5,272,135	)		(784,467	)		(9,654,196	)
Operating loss		(3,112,474	)		(134,805	)		(1,002,812	)		(662,812	)		(4,912,903	)
Total other income (expense)		(10,069,455	)		—			(7,477	)		—			(10,076,932	)
Net loss		(13,181,929	)		(134,805	)		(1,010,289	)		(662,812	)		(14,989,835	)
Summarized Balance Sheet Information at December 31, 2015		Corporate			Oil and Gas			Trucking			Service			Total
Total assets	$	704,574		$	—		$	4,262,327		$	27,683		$	4,994,584
Total liabilities		4,496,187			—			578,664			130,940			5,205,791

NOTE 16 – DISCONTINUED OPERATIONS

On April 25, 2014, the Company received a Notice of Intention to Enforce Security from the Bank. Under the notice, the Bank stated that it intended to enforce its rights against Legend Canada under the CAD$6,000,000 (US $8.36 million) Acknowledgement of Debt Revolving Demand Credit Agreement, dated August 15, 2011; the General Assignment of Book Debts, dated October 19, 2011; the CA$25,000,000 (US $33.2 million) Fixed and Floating Charge Demand Debenture; the Pledge Agreement dated October 19, 2011; and the Negative Pledge and Undertaking dated October 19, 2011. On April 28, 2014 the Company received a Notice of Intention to Enforce Security from the Bank. Under the Company Notice, the Bank states that it intends to enforce its rights against the Company under the Letter of Guarantee, dated May 11, 2012; the General Security Agreement dated May 11, 2012; the Securities Pledge Agreement; the Subordination Agreement dated July 10, 2013; and the Set-off and Security Agreement dated July 10, 2013. The bank claims the Company is in default under the Legend Canada Security and the Company Security agreements. The Bank demanded payment in full of all amounts owing under the Legend Canada Security Agreements and the Company Security Agreements. The Bank claimed that the total amount due was $1,657,385 plus accrued interest, costs, expenses and fees including, without limitation, attorney’s fees.

On May 9, 2014, the Bank 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 the Bank.

In August 2014, the Company and Bank 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.

The amounts of net assets and liabilities related to the discontinued operations of Legend Canada are as follows:

	December 31, 2014
Assets:
Receivables	$	—
Prepaid expenses		57,531
Oil and gas property – subject to amortization		1,033,874
Oil and gas property – not subject to amortization		773,993
Total assets	$	1,865,398
Liabilities:
Accounts payable	$	(1,367,580	)
Short-term debt		(2,018,951	)
Asset retirement obligation		(1,356,322	)
Total liabilities	$	(4,742,853	)
Equity:
Accumulated other comprehensive income	$	(17,188	)
Income from discontinued operations	$	2,894,643

There was no income and expenses related to the discontinued operations of Legend Canada for the years ended December 31, 2015.

NOTE 17 – 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 $9,266 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 year ended December 31, 2015, the Company made principal payments of $30,000. The Company recorded interest of approximately $5,199 on the settlement liability for the year ended December 31, 2015. As of December 31, 2015, the Company had a principal balance of $29,112 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 year ended December 31, 2015, the Company made principal payments of $22,000. The Company recorded interest of approximately $1,401 on the settlement liability for the year ended December 31, 2015. The principal balance this settlement was fully paid in December 31, 2015.

On May 18, 2015, the Company entered into a trailer lease agreement with Polar Service Centers. The Company leased seven trailers at a monthly rent of $17,500 for 28 months commencing on June 1, 2015 and continue until September 30, 2017. The Company evaluated the lease for capitalization and concluded the lease did not meet the criteria of capital lease. Future minimum lease payments for the trailer lease as of the year ended December 31, 2015 are as follows:

2016	$	120,000
2017		157,500
Thereafter		—
Total net minimum payments	$	367,500

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 the year ended December 31, 2015 are as follows:

2016	$	120,000
2017		90,000
Thereafter		—
Total net minimum payments	$	210,000

NOTE 18 – INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the deferred tax asset as of December 31, 2015 and 2014 are as follows:

	2015			2014
Net operating loss carryforwards	$	5,110,387		$	5,539,128
Oil and gas property		—			(1,007,171	)
Asset retirement obligation		33,645			406,520
Total deferred tax asset		5,144,032			4,938,477
Less valuation allowance		(5,144,032	)		(4,938,477	)
Net deferred tax asset	$	—		$	—

~~The~~NOTE ~~items~~14 ~~accounting~~– ~~for~~DISCONTINUED ~~the difference between income taxes computed at the statutory rates and the provisions for income taxes are as follows for the years ended December 31, 2015 and 2014:~~OPERATIONS

	2015			2014
Net loss	$	14,989,835		$	2,261,383
Tax rate		35	%		35	%
Tax benefit at statutory rate		(5,246,442	)		(971,484	)
50% of meals and entertainment		7,496
Stock-based compensation		—			283,956
Loss on debt conversion		—			1,754,885
Gain on discontinued operations		—			(1,013,125	)
Loss (gain) on embedded derivatives		2,292,967			(2,788,913	)
Timing differences in interest expense		—			141,331
Timing differences in amortization expense		143,115			—
Other		—			1,009
Change in valuation allowance and other		2,802,864			2,592,341
Provision for income taxes	$	—		$	—

The Company’s oil and gas activities were discontinued in October 2015 and are presented as a net loss from discontinued operations in the Company’s Consolidated Statements of Operations. The amounts of net assets related to the discontinued operations of the Company’s oil and gas operations as of December 31, 2016 and 2015 were $(139,927) and $302,551, respectively. The table below summarizes the operations of the Company’s oil and gas activities for years ended December 31, 2016 and 2015.

The Company established a valuation allowance for the full amount of the net deferred tax asset as management currently does not believe that it is more likely than not that these assets will be recovered in the foreseeable future. The increase in the valuation allowance was $2,802,864 for 2015 and $480,193 for 2014. The net operating loss at December 31, 2015 is approximately $14,601,106, and begins to expire in 2020 and fully expires in 2035.


	2016			2015
Revenues	$	—		$	350,315
Production expenses		—			(387,501	)
General and administrative expense					(29,877	)
Depletion, depreciation and amortization		—			(124,740	)
Accretion of asset retirement obligation		(43,798	)		(27,574	)
Loss on sale of oil and gas properties		—			(901,114	)
Loss on disposal of property and equipment		(308,680	)		—
Other expense		(2,967	)		100,018
Loss from discontinued operations	$	(355,445	)	$	(1,020,473	)

~~NOTE~~During 192015, –the ~~SUBSEQUENT~~Company ~~EVENTS~~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 $901,114. The Company recorded the net loss from the sale in the loss from discontinued operations within the accompanying statements of operations. The Company disbursed the proceeds of $1,425,000 to Hillair, the mortgage holder of the properties.

On October ~~January 29~~28, ~~2016~~2015, the Company ~~entered~~sold ~~into~~the aVolunteer ~~Securities~~property ~~Purchase~~to ~~Agreement with~~ Hillair ~~pursuant~~in toexchange ~~which~~for itthe ~~issued~~forgiveness ~~an 8%~~of ~~Original~~approximately ~~Issue~~$1.9 ~~Discount~~million in ~~Senior~~prepayment ~~Convertible~~penalty ~~Debenture~~obligations. ~~(the~~No "gain ~~Debenture~~was ")recorded toon ~~Hillair in~~ the ~~aggregate~~sale ~~amount~~as ofHillair ~~$1,439,400, payable~~is ina ~~full~~related ~~on March 1, 2018~~party. The ~~Debenture~~excess isfair ~~convertible~~value ~~into 47,980,000 shares~~ of ~~common~~the debt ~~stock~~over atthe aproperty ~~conversion~~settled, ~~price~~ of $~~.03~~144,355 ~~per~~was ~~share.~~recorded ~~The~~as ~~repayment~~a reduction of ~~the~~interest ~~Debenture is unsecured~~expense.

~~In connection with~~ During the ~~issuance~~year ofended ~~the~~December ~~Debenture~~31, ~~Hillair~~2015, ~~agreed to surrender~~ the Company's ~~Original~~incurred ~~Issue~~development ~~Discount~~costs ~~Senior Secured~~(which ~~Convertible~~include ~~Debenture~~fixed ~~due~~asset ~~March~~purchases 1,as ~~2017~~well ~~that~~as ~~was issued on October 22, 2015 to Hillair with a current outstanding~~certain ~~principal~~operating ~~amount~~costs) of $~~654~~856,~~000~~358 ~~(the~~related "to ~~Outstanding~~the ~~Debenture~~completion ~~"). Regardless~~ of ~~whether or not~~ the ~~Outstanding~~Piqua, ~~Debenture~~McCune, ~~is surrendered on or after January 29~~Landers, ~~2016~~Volunteer, ~~Hillair acknowledged~~ and ~~agreed~~Van ~~that,~~Pelt ~~upon~~wells. ~~the~~During ~~issuance of~~ the ~~Debenture and the consummation~~ ofyear ~~the~~ended ~~transactions~~December ~~contemplated~~31, ~~thereby~~2015, the ~~Outstanding Debenture would be deemed cancelled and that the~~ Company ~~was~~recorded ~~authorized to~~depletion ~~update~~expense ~~its~~of ~~books and records to reflect such cancellation~~$70,045.

~~After~~There ~~taking~~were ~~into~~no ~~account~~development ~~the~~costs ~~original~~or ~~issue~~depletion ~~discount,~~expense ~~legal~~for ~~and~~the ~~diligence~~year ~~fees~~ended ofDecember ~~$30~~31,~~000~~ ~~reimbursed~~2016 toas the ~~Purchaser~~Company discontinued oil and ~~the~~gas ~~cancellation~~operations ofin ~~the Outstanding Debenture, the net proceeds received by the Company was $630,000~~2015.

InThe ~~March~~Company ~~2016~~owned a drilling rig, in the amount of $398,680 (net of accumulated depreciation of $66,320) was previously included in property and equipment, and has been reclassified to assets held for sale – discontinued operations, as the Company ~~issued~~has 6ceased ~~million~~all ~~shares~~drilling ~~common~~operations. ~~stock~~During the year ended December 31, 2015, prior to anreclassifying ~~employee~~to assets held for ~~services~~sale ~~valued~~– atdiscontinued operations, the Company recorded $1054,~~800~~695 of depreciation, which has been reclassified to loss from discontinued operations for the year ended December 31, 2015. There was no depreciation recorded for the year ended December 31, 2016. On November 14, 2016, the Company sold the rig for $90,000 to an unaffiliated party, resulting in a loss of $308,680, which has been included on the loss on disposal of property and equipment line above.

OnNOTE ~~April~~15 5,– ~~2016,~~COMMITMENTS ~~the~~AND Company entered into an agreement with Sher that restructured the existing secured promissory note ($2,854,000) plus accrued interest ($142,700) plus a $250,000 restructuring fee, (the “Restructuring”), with an amended and restated note totaling $3,246,700. The terms of that Restructuring are that the Company will pay $1,000,000 to Sher by April 11, 2016. In order to pay the $1,000,000 to Sher, the Company will enter into a convertible debenture with Hillair totaling $1,150,206, with interest accruing at 8% per annum, due and payable on March 1, 2018. The Hillair debenture will be convertible into 38,340,200 shares of the Company's stock at $0.03 per share.CONTINGENCIES

The ~~remaining~~Company ~~balance~~is onnot ~~the~~aware ~~Sher Note~~ of ~~$2,246,700~~any atpending ~~15%~~or ~~interest~~threatened ~~per~~legal ~~annum will be due and payable on April 3~~proceedings, ~~2018. Further,~~nor ~~commencing~~is ~~with~~ the ~~quarter ending~~Company ~~June~~aware ~~30, 2016, and at each year end, we will pay Sher, within 10 days~~ of ~~issuing~~ ~~our~~any ~~quarterly~~pending ~~report on Form 10-Q~~ or ~~Form~~threatened ~~10-K~~legal proceedings, ~~20%~~affecting of any ~~positive~~current net operating cash flows for the quarter as presented on the Statement of Cash Flows for the particular quarter. The Sher Note will remain collateralized by the same collateral as the original promissory note to Sherofficer, ~~subject~~director toor ~~sales~~control ~~of such collateral by the Company reducing the principal balance of the note with proceeds of such collateral sales. As a result of the restructuring~~stockholder, ~~the~~or ~~note~~their ~~has been reclassified to long-term debt on the Company's December 31, 2015 balance sheet~~affiliates.

~~NOTE~~As 20part –of ~~SUPPLEMENTAL~~its ~~OIL~~regular ~~AND~~operations, ~~GAS~~the ~~INFORMATION~~Company ~~(unaudited)~~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.

All information set forth herein relating to our proved reserves, estimated future net cash flows and present values is taken or derived from reports prepared by KLH Consulting as to the 2014 information. Since we sold all our oil and gas properties, no such reserve report was prepared for 2015. All of the information designated as Canada below relates to Legend Canada’s operations. The estimates of these engineers were based upon their review of production histories and other geological, economic, ownership and engineering data provided by and relating to us. No reports on our reserves have been filed with any federal agency. In accordance with the Securities and Exchange Commission’s (“SEC”) guidelines, our estimates of proved reserves and the future net revenues from which present values are derived are based on an unweighted 12-month average of the first-day-of-the-month price for the period January through December for that year held constant throughout the life of the properties. Operating costs, development costs and certain production-related taxes were deducted in arriving at estimated future net revenues, but such costs do not include debt service, general and administrative expenses and income taxes.

~~Capitalized Costs~~The ~~relating~~Company leases office space on a month-to-month ~~Oil~~basis, with monthly rental payments due of approximately $10,900, which includes the New Mexico operations facility of $5,500, and ~~Gas~~accounting, ~~Producing~~dispatch and ~~Activities~~executive office rents in Colorado and Georgia.

~~Capitalized~~On May 18, 2015, the ~~costs~~Company ~~relating~~entered tointo ~~oil~~a trailer lease agreement with Polar Service Centers. The Company leased 7 trailers at a monthly rent of $17,500 for 28 months commencing on June 1, 2015 and ~~gas~~continuing ~~producing~~until ~~activities~~September ~~are~~30, as2017. ~~follows:~~

December 31, 2015:
Proved	$	—
Unproven		—
Total capitalized costs		—
Accumulated depreciation, depletion, amortization, and impairment		—
Net capitalized costs	$	—
December 31, 2014:
Proved	$	3,948,679
Unproven		—
Total capitalized costs		3,948,679
Accumulated depreciation, depletion, amortization, and impairment		(309,763	)
Net capitalized costs	$	3,638,916

On February 15, 2016, the Company entered into a trailer lease agreement with Wallwork Truck Center. The Company leased 10 trailers at a monthly rent of $17,335 for 48 months commencing on February 12, 2016 and continuing until February 12, 2020.

~~Costs Incurred~~On inJuly ~~Oil~~26, 2016, the Company entered into a trailer lease agreement with Wholesale Truck and ~~Gas~~Finance. ~~Property~~The Company ~~Acquisition~~leased 3 trailers at a monthly rent of $5,717 ~~Exploration~~for 60 months commencing on August 1, 2016 and ~~Development~~continuing ~~Activities~~until August 1, 2021.

~~Cost~~The ~~incurred~~Company inleases ~~oil~~office space, a diesel repair shop, and ~~gas~~employee housing under non-cancelable lease agreements. The leases provide that we pay taxes, insurance, utilities, and maintenance expenses related to the leased assets. During March 2016, we entered into a restructured lease agreement with the property ~~acquisition~~owner/landlord, where the facility lease has been restructured to a 60 month lease commencing April 1, 2016. The restructured lease indicates that we will not pay any cash lease payments while we deplete our $120,000 security deposit held by the landlord, which is included in other assets on the accompanying balance sheets. The revised lease and ~~development~~its ~~activities~~payment ~~are~~structure will be such that we will use the funds contained in the security deposit in the amount of $6,000 per month as ~~follows:~~rent expense (in lieu of cash payments) while West Texas Intermediate (“WTI”) oil prices remain below $60.00 per barrel, for any 30 day period. When the price of WTI oil goes above $60.00 per barrel but less than $80.00 per barrel for any 30 day period, we will use the revised amount against our deposit of $7,500 per month. Upon the price of WTI oil being above the $80.00 per barrel level for a 30 day period, the Company’s rent payment will be $10,000 per month, the maximum rental payment under the restructured lease agreement.

Year Ended December 31, 2015:
Acquisition of properties:
Proved	$	—
Unproved		—
Exploration costs		—
Development costs		856,358
Total acquisition and development costs	$	856,358
Year Ended December 31, 2014:
Acquisition of properties:
Proved	$	1,040,000
Unproved		—
Exploration costs		—
Development costs		1,199,762
Total acquisition and development costs	$	2,239,762

The Company entered into 3 separate apartment leases in 2016, to provide employee housing in various operating locations. Each are 12 month agreements with a total monthly rent of $3,602.

~~Results~~Future minimum lease payments for these ofnon-cancelable ~~Operations~~operating leases for ~~Oil~~the ~~and~~years ~~Gas~~ending ~~Producing~~December ~~Activities~~31, are as follows:

The following table shows the results from operations for the periods ended December 31, 2015 and 2014:

2017		536,744
2018		348,624
2019		348,624
2020		175,274
2021		63,736
Total net minimum payments	$	1,473,002

Year Ended December 31, 2015:
Revenue	$	350,315
Production expenses		387,501
Depletion, depreciation, and amortization		70,045
Accretion		27,574
Results of activities	$	(134,805	)
Year Ended December 31, 2014:
Revenue	$	691,593
Production expenses		443,413
Depletion, depreciation, and amortization		69,284
Accretion		15,803
Results of activities	$	163,093

NOTE 16 – INCOME TAXES


	2016			2015
Deferred tax assets:
Net operating loss carryforward	$	7,283,891		$	5,110,387
Asset retirement obligation		48,974			33,645
Intangibles		15,533			—
Total deferred tax assets		7,348,398		$	5,144,032
Valuation allowance		(7,029,664	)		(5,144,032	)
Total deferred tax assets, net of valuation allowance		318,734			—
Deferred tax liability
Property and equipment		(318,734	)		—
Net deferred tax asset (liability)	$	—		$	—

~~Oil~~The items accounting for the difference between income taxes computed at the statutory rates and ~~Gas~~the ~~Reserves~~provisions for income taxes are as follows for the years ended December 31, 2016 and 2015:

		Oil (MBbls)
	2016				2015
Proved reserves at December 31, 2014				445.7
Net loss	$	(6,247,343	)		$	(14,989,835	)
Production				(8.1	)
Tax rate		35	%			35	%
Purchases/sales of reserves				—
Tax benefit at statutory rate		(2,186,570	)			(5,246,442	)
Revisions of previous estimates				—
50% of meals and entertainment		9,286				7,496
Sale of reserves in place				(437.6	)
Stock-based compensation		3,780				—
Proved reserves at December 31, 2015				—
Loss (gain) on embedded derivatives		—				2,292,967
Timing difference on loss on sale of property and equipment		27,290				—
Timing difference on accretion on asset retirement obligation		15,329				—
Timing differences in amortization expense		15,533				143,115
Depreciation of property and equipment		(346,024	)			—
Prior year true up		62,990				—
Valuation allowance		2,398,386				2,802,864
Provision for income taxes	$	—			$	—

	Canada									United States			Total
	Oil (MBbls)			Gas (Mmcf)			NGL (MBbls)			Oil (MBbls)			Oil (MBbls)			Gas (Mmcf)			NGL (Bbls)			Total (MBoe)
Proved reserves at December 31, 2013		38.5			1,068.8			3.5			107.1			145.6			1,068.8			3.5			327.2
Production		—			—			—			(8.8	)		(8.8	)		—			—			(8.8	)
Purchases/sales of reserves		(38.5	)		(1,068.8	)		(3.5	)		231.7			193.2			(1,068.8	)		(3.5	)		11.6
Revisions of previous estimates		—			—			—			115.7			115.7			—			—			115.7
Proved reserves at December 31, 2014		—			—			—			445.7			445.7			—			—			445.7

The Company established a valuation allowance for the full amount of the net deferred tax asset as management currently does not believe that it is more likely than not that these assets will be recovered in the foreseeable future. The federal net operating loss at December 31, 2016 is approximately $20,750,866, and begins to expire in 2030 and fully expires in 2036. The total state net operating loss at December 31, 2016 is approximately $10,603,296 and begins to expire in 2035 and fully expires in 2036.

	United States
	Oil (MBbls)
PROVED DEVELOPED RESERVES:
December 31, 2015		—
December 31, 2014		201.1
PROVED UNDEVELOPED RESERVES:
December 31, 2014		244.6
December 31, 2015		—
TOTAL PROVED:
December 31, 2015		—
December 31, 2014		445.7

NOTE 17 – SUBSEQUENT EVENTS

~~Standardized~~The Company evaluated events and transactions occurring after ~~Measure~~December of31, ~~Discounted~~2016 ~~Future~~through ~~Net~~the ~~Cash~~date ~~Flows~~these consolidated financial statements were included in this Form 10-K and filed with the SEC, to identify subsequent events which may need to be recognized or non-recognizable events which would need to be disclosed.

~~The following~~On ~~table~~January ~~sets forth as of December 31~~3, ~~2015 and 2014~~2017, the ~~estimated~~Company ~~future~~entered ~~net~~into ~~cash~~a ~~flow~~convertible ~~from and Standardized Measure~~debenture ofwith ~~Discounted~~Hillair ~~Future~~totaling ~~Net~~$385,000, ~~Cash~~payable ~~Flows~~in ~~(“Standardized~~full ~~Measure”)~~on ofMarch ~~our proved reserves~~1, ~~which~~2018. ~~were~~The ~~prepared~~debenture ~~in accordance~~is ~~with~~convertible ~~the~~into ~~rules~~12,833,333 ~~and~~shares ~~regulations~~ of ~~the~~common stock ~~SEC~~at ~~and~~$0.03 ~~the~~per ~~Financial~~share. ~~Accounting~~The ~~Standards~~Company ~~Board.~~received ~~Future~~ net ~~cash~~proceeds ~~flow represents future gross cash flow from the production and sale~~ of ~~proved reserves~~$345,000, net of ~~crude~~original ~~oil~~issue discount, ~~natural~~legal ~~gas~~ and ~~natural~~diligence ~~gas liquids~~fees ~~production~~of ~~costs (including production taxes~~$40,000, adwhich ~~valorem~~will ~~taxes~~be ~~and~~recorded ~~operating~~as ~~expenses)~~a ~~and~~debt ~~future~~discount ~~development~~within ~~costs.~~convertible ~~The~~debt-related ~~calculations used to produce the figures in this table are based on current cost and price factors at December 31, 2015 and 2014~~party.

~~Standardized~~On January 25, 2017, the Company entered into a convertible ~~Measure~~debenture ~~relating~~with toHillair ~~Proved~~totaling ~~Reserves:~~$770,000, payable in full on March 1, 2018. The debenture is convertible into 25,666,667 shares of common stock at $0.03 per share. The Company received net proceeds of $690,000, net of original issue discount, legal and diligence fees of $80,000, which will be recorded as a debt discount within the convertible debt-related party.

December 31, 2015:
Future cash inflows	$	—
Future production costs:		—
Future development costs		—
Future cash flows before income taxes		—
Future income taxes		—
Future net cash flows after income taxes		—
10% annual discount for estimated timing of cash flows		—
Standardized measure of discounted future net cash flows	$	—

	Canada		United States			Total
December 31, 2014:
Future cash inflows	$	—	$	36,834,289		$	36,834,289
Future production costs:		—		(12,626,533	)		(12,626,533	)
Future development costs		—		(790,000	)		(790,000	)
Future cash flows before income taxes		—		23,417,756			23,417,756
Future income taxes		—		(6,765,655	)		(6,765,655	)
Future net cash flows after income taxes		—		16,652,101			16,652,101
10% annual discount for estimated timing of cash flows		—		(7,853,123	)		(7,853,123	)
Standardized measure of discounted future net cash flows	$	—	$	8,798,979		$	8,798,979

The following reconciles the change in the Standardized Measure for the year ended December 31, 2015:

	United States
Beginning of year	$	8,798,979
Changes from:
Sales of producing properties		(8,798,979	)
End of year	$	—

The following reconciles the change in the Standardized Measure for the year ended December 31, 2014:

	Canada			United States			Total
Beginning of year	$	1,697,006		$	2,382,523		$	4,079,529
Changes from:
Purchases of proved reserves		—			3,852,496			3,852,496
Sales of producing properties		(1,697,006	)		—			(1,697,006	)
Extensions, discoveries and improved recovery, less related costs		—			—			—
Sales of natural gas, crude oil and natural gas liquids produced, net of production costs		—			(672,019	)		(672,019	)
Revision of quantity estimates		—			4,429,775			4,429,775
Accretion of discount		—			238,252			238,252
Change in income taxes		—			(1,564,005	)		(1,564,005	)
Changes in estimated future development costs		—			(1,039,047	)		(1,039,047	)
Development costs incurred that reduced future development costs		—			1,199,762			1,199,762
Change in sales and transfer prices, net of production costs		—			1,170,301			1,170,301
Changes in production rates (timing) and other		—			(1,199,059	)		(1,199,059	)
End of year	$	—		$	8,798,979		$	8,798,979

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure ~~Control~~Controls and Procedures

WeOur management evaluated, with the participation of the individual ~~fail~~serving toas ~~maintain~~our ~~adequate~~Chief ~~disclosure~~Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined ~~under~~in Rules ~~13a-15~~ 13a15(e) and ~~15d-15~~15d15(e) ofunder the Securities Exchange Act of 1934, as amended) as of the year end covered by this Report. ~~Such~~Based on this evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls ~~include~~and ~~the~~procedures ~~lack~~are ofnot ~~significant~~effective ~~accounting~~to ~~department~~ensure ~~and~~that ~~segregation of~~information ~~duties~~we ~~due~~are required to ~~the~~disclose ~~Chief~~in ~~Financial~~reports ~~Officer~~that we ~~being~~file or submit under the ~~sole~~Securities ~~member~~Exchange Act of ~~the~~1934, ~~accounting~~as ~~department~~amended, ~~for~~(i) ~~much~~is ofrecorded, processed, summarized and reported within the ~~year~~time periods specified in the Securities and Exchange Commission’s rules and forms, and a(ii) ~~Controller~~is accumulated and communicated ~~being~~to ~~hired~~our inmanagement, ~~May~~as ~~2015~~appropriate, to allow timely decisions regarding required disclosure. Such conclusion was reached based on the following material weaknesses set forth below.

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).

Management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness and design of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(c) as of December 31, 2015. Based on that evaluation, management has concluded that these disclosure controls and procedures were not effective as of December 31, 2015.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d - 15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that our receipts and expenditures are made in accordance with management authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting, however well designed and operated can provide only reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

Management, under the supervision and with the participation of the individual serving as our Chief Executive Officer and our Chief Financial Officer conducted an ~~evaluation~~ evaluation of our internal control over financial reporting as of December 31, ~~2015~~2016, based on the framework in Internal Control-Integrated Framework (~~1992~~2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the COSO framework, management concluded that our internal control over financial reporting was not effective as of December 31, ~~2015. Such~~2016, ~~conclusion~~due ~~was~~to ~~reached based on~~ the ~~following~~ material ~~deficiencies~~weaknesses ~~noted~~set byforth ~~management:~~below.

a) We ~~have~~Due ato ~~lack~~the small size of the Company, there are inadequate segregation of duties ~~due~~consistent with control objectives affecting authorization, recordkeeping and reconciliations. Due to the small size of the accounting department, consisting of the Chief Financial Officer and Controller, there are limited compensating controls around segregation of duties. b) The Company currently does not have sufficient personnel with the appropriate level of accounting knowledge, experience and training in the selection, application and implementation of generally acceptable accounting principles as it relates to complex transactions, fair value measurements and financial reporting requirements. c) Lack of controls that provide reasonable assurance regarding prevention or timely detection of unauthorized expense reimbursement that could have a material effect on the financial statements.

~~b) The~~Management ~~Company~~is ~~did~~in ~~not~~the ~~maintain~~process ~~reasonable~~of ~~control~~remediating ~~over~~these ~~records~~weaknesses ~~underlying~~and is ~~transactions~~continuing ~~necessary~~ to ~~permit~~expand ~~preparation of~~ the ~~Company’s financial~~accounting ~~statements~~department.

c) 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 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 believe that any material weaknesses in internal control have been mitigated by December 31, 2015, but continued during the year then ended.

Management hired a Controller for the Company in May 2015, as well as integrated the accounting staff of Maxxon, post-acquisition, which significantly enhanced internal control for the Company.

Changes in Internal Control Over Financial Reporting

~~In June~~On ~~2014~~November 29, we hired a Chief Restructuring Officer (CRO) and an acting Chief Financial Officer (CFO) to evaluate the viability of the Company and to initiate changes to various business processes and internal controls to eliminate and/or mitigate material weaknesses. In October 20142016, ~~the~~Andrew ~~Company~~Reckles ~~promoted~~resigned ~~the~~as ~~CRO to the position of~~ Chief Executive Officer, ~~also assuming the position of~~ Chairman of the Board. Atof ~~the~~Directors ~~same~~and ~~time, the acting CFO was contracted as~~ a ~~permanent~~member ~~CFO,~~of ~~and commenced serving on~~ the Board of Directors asof the Company’s. ~~Secretary~~On ~~and~~November ~~Treasurer~~29, ~~and~~2016, asWarren S. ~~of August 2015~~Binderman, ~~was appointed the Company’s~~ President as ~~well.~~and WeChief ~~continue~~Financial ~~our~~Officer ~~evaluation~~ of ~~internal~~the ~~control~~Company, ~~and~~was appointed to ~~strengthen~~the ~~our~~additional ~~internal~~role ~~control~~of ~~over~~Chief ~~financial~~Executive ~~reporting~~Officer.

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.

Attestation Report of the Registered Public Accounting Firm

This Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Additionally, management’s report was not subject to attestation by our registered public accounting firm pursuant to the permanent exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002 for non-accelerated filers.

ITEM 9B.

OTHER INFORMATION

See “BUSINESS – Recent Developments” in Item 1 of this Report.

50ITEM 1 LEGAL PROCEEDINGS

None.

ITEM 1A RISK FACTORS

No material changes.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 MINE SAFETY DISCLOSURES

None.

ITEM 5 OTHER INFORMATION

None.

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.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

As of the date of this report’s release, our Board of Directors consists of four members, ~~two~~one of which ~~are~~is an executive ~~officers~~officer. The term of office of each director expires at the next annual meeting of our ~~shareholders~~stockholders. Directors serve until their respective successors have been elected and qualified. Executive officers are appointed by and serve at the pleasure of the Board of Directors.

Set forth below is biographical information for each of our current directors.

Name	Age	Position	Director Tenure
Andrew Reckles	45	Chief Executive Officer Chairman of the Board	October 2014 – Current
Warren Binderman	53	Chief Executive Officer Chief Financial Officer, Corporate Secretary Board Member	October 2014 – Current
Warren Binderman	51	Chief Financial Officer President, Corporate Secretary Board Member	October 2014 – Current
Jeffrey Kaplin	50	Board Member, Audit Committee Chair, Independent Director	July 2015 – Current
Jeffrey Kaplin	50	Board Member, Audit Committee Chair, Independent Director	July 2015– Current
Alais Griffin	43	Interim Chairman of the Board Independent Director	March 2016 – Current
Alais Griffin	43	Independent Director	March 2016– Current
Neal Kaufman	48	Board Member	November 2016 – Current
Sean McAvoy	52	Board Member	January 2017 – Current

Andrew S. Reckles

Andy Reckles is our Chairman and Chief Executive Officer. Andy has been responsible for structuring and funding more than 200 domestic & international transactions totaling in excess of $1.5 billion in closed deals. He has keen business acumen and experience in numerous disciplines, including biotechnology, staffing, retail, energy, medical device technology, defense and advertising. Andy has significant buy-side experience, which proves invaluable when negotiating on behalf of clients. He was the General Partner of a US-based hedge fund from 2001 until 2008; the fund’s mandate was primarily to provide senior and mezzanine credit facilities to growing companies across multiple disciplines. Andy’s fund was the top performing hedge fund in the world in 2003 according to HedgeWorld database.

Andy has served on several public and private company boards. Andy has both executive experience acting as CEO, President, and/or Chief Restructuring Officer as well as held board positions at numerous companies across multiple industries over his career. In fact, his expertise while serving on the board of Oxford Media, during its bankruptcy proceeding, was an instrumental component to that company being acquired out of bankruptcy. Andy was also instrumental in negotiating and closing Australia’s largest biotech licensing agreement on behalf of his client with Pfizer. He is a Certified Lean Six Sigma Green Belt holder and is currently pursuing his Six Sigma Black Belt. Andy is also a Chartered Hedge Fund Professional (“CHP”).

Warren S. Binderman

Warren is the ~~President~~Chief Executive Officer, and Chief Financial Officer of Legend,. ~~and~~He ~~has~~previously served inas ~~that~~the Chief ~~capacity~~Financial Officer since July 2014. He also serves on the Company’s Board and is the ~~Secretary~~Corporate ~~and Treasurer~~Secretary. He is also the managing member of the Binderman Group, LLC, a specialized accounting and business consulting firm performing services throughout the United States. Warren excels in servicing and communicating with clients as they move through the transaction process—from IPO, private equity deals, mergers and acquisitions, public shell transactions and reverse mergers, and other such ownership transitions. He is a skilled business partner who listens and is committed to helping Clients achieve their goals, ensuring that the transactions being considered are properly supported and meet the appropriate financial and strategic objectives. With deep knowledge and experience across industries, he works with clients to ensure that money makes sense for their business and life. Warren’s expertise includes investment due diligence, mergers and acquisitions, private placement reviews, and restructuring services. He has demonstrated experience in various industry sectors and has worked with many publicly held companies, financial institutions, and closely held companies. Due to his experience working with public and private sector entities, he has an excellent depth of knowledge in both sectors’ activities and transactions. Warren also has significant depth performing due diligence, consulting services, and audits of entities with complex structures. Before working with Legend and starting the Binderman Group, Warren served in various capacities with International accounting firms in the capacities of partner, director, manager and staff. He worked for Arthur Andersen LLP for nine years and KPMG LLP for over three years, as well as other national and international firms throughout his career. Warren received his Bachelor of Business Administration degree from the University of Maryland in 1990 and was a Magna Cum Laude graduate of The Smith Business School, with a major in Accounting. He is a member of the AICPA, and is a CPA in Georgia, and Maryland.

Unless otherwise stated above, none of our directors or executive officers is a director of any other public company, nor are they related to any officer, director or affiliate of the Company. Additionally, none of our directors or executive officers is a party to any pending legal proceeding, is subject to a bankruptcy petition filed against them or have been convicted in, or is subject to, any criminal proceeding.

Alais Griffin

On March 7, 2016, Alais Griffin, age 43, joined the Company’s Board of Directors. Ms. Griffin currently serves as the General Counsel of a large, national nonprofit organization. As the organization’s chief legal officer, she oversees all legal issues concerning the entity’s operations.

Prior to joining the nonprofit world, Ms. Griffin was a partner in the Chicago office of an international law firm, where she focused her practice on litigation, compliance and internal investigations, with an emphasis on transportation. As a former senior political appointee in the United States Department of Transportation (DOT), Ms. Griffin brought extensive experience in transportation-related enforcement matters and litigation, as well as unique insights into DOT regulatory compliance, regulatory development and other government processes. She represented clients in a wide variety of enforcement, compliance and financing matters before almost every DOT agency. She also served as a Steering Committee Member of the American Bar Association’s Section of International Law, International Transportation Committee and was elected Vice-Chair before leaving private practice.

Ms. Griffin’s experience also includes assisting with the development and implementation of internal compliance initiatives for multinational companies subject to the Foreign Corrupt Practices Act (FCPA) and other bribery acts, including those in Sub-Saharan Africa. She has spoken both in the United States and abroad on compliance related-topics, including the FCPA and transportation regulations, and has been published widely on regulatory and compliance matters.

From 2009 to 2012, Ms. Griffin served as the Counselor to the DOT General Counsel, where she worked closely with the General Counsel, the Office of the Secretary and other senior political appointees on the Department’s regulatory, policy and litigation matters. She subsequently served as the Chief Counsel for the Federal Motor Carrier Safety Administration, the DOT agency that oversees commercial motor vehicles. As the Agency’s chief legal officer, Ms. Griffin managed FMCSA’s litigation matters as well as the legal and strategic review of Agency policies, programs and regulations. In her capacity as a senior advisor, Alais also worked regularly on legislative and regulatory matters with the White House, other Executive Branch agencies and Congress.

Ms. Griffin received a Bachelor of Arts degree, cum laude general studies, from Harvard University and a JD, cum laude, from Northwestern Pritzker School of Law, where she was Executive Editor of the Northwestern University Law Review and a member of the Order of the Coif. In 2013, she received the “Outstanding 50 Asian Americans in Business Award” from the Asian American Business Development Center.

Jeffrey Kaplin

Jeff has lived in Atlanta, GA since 1987. Jeff graduated from Indiana University in Bloomington, Indiana in May 1987 with a Bachelor of Science with a major in Accounting. He has practiced public accounting for over 20 years and is the managing partner of the public accounting firm, Rosenthal & Kaplin, P.C., which is a member firm of the AICPA. He is a financial expert in the areas of taxation (corporate, individual and partnership), and as a CPA, practices auditing and attestation services. Other areas relative to Jeff’s expertise include IRS representation, litigation support, and merger and acquisition services. Jeff is currently serving on the B’nai Torah Board of Trustees, The Standard Country Club Board of Governors and is a former Epstein School Trustee. He is an active CPA in Georgia, and is a member of the American Institute of Certified Public Accountants (AICPA) and the Georgia Society of Certified Public Accountants (GSCPA).

Neal Kaufman

Neal is a founding member of Hillair Capital, our majority stockholder. He has over fifteen years of operating experience with large and small publicly traded companies and also has significant experience supporting financing activities. Neal opened the West Coast operations for Ardour Capital Investments, LLC, an investment bank wholly focused on the clean technology sector and prior to that, served as the Chief Executive Officer of TieTek. Neal held various senior management positions at 3Com Corporation, and also worked for the Internet arm of NBC Television. He began his career at McKinsey & Co., working in the U.S., Europe and South America. Neal has an AB in economics magna cum laude from Harvard College, a MA from Stanford University and a MBA from Harvard Business School where he was a Baker Scholar. Mr. Kaufman’s pertinent experience, qualifications, attributes, and skills include expertise in finance, strategy, and operations.

Sean McAvoy

Sean M. McAvoy was appointed as a director of the Company as of January 1, 2017. Sean is a founding member, since 2010, of Hillair Capital Management LLC and its affiliated funds. He has over twenty years of experience in structuring and negotiating transactions primarily in the public markets. Between 1996 and 2008, Sean was a member of the mergers and acquisitions, private equity and corporate finance practices at Jones Day, an international law firm, where he served as a founding partner of the firm’s Silicon Valley office from 2002 to 2008. At Jones Day, Sean represented public companies and their boards of directors, as well as financial sponsors, in domestic and cross-border mergers and acquisitions, auctioned dispositions, unsolicited and negotiated tender offers, leveraged buyouts, including going-private transactions, and leveraged recapitalizations. Sean also counseled boards of directors and senior management regarding corporate governance, fiduciary duty and takeover preparedness as well as disclosure obligations. Prior to his corporate legal career, Sean served as a Legislative Aide to Senator William S. Cohen and as a Professional Staff Member of the United States Senate Governmental Affairs Committee. Sean also served as a Special Counsel and senior staff member on Senator John McCain’s 2008 presidential campaign. Currently, Sean serves on the boards of SG Blocks, Inc., the premier innovator and designer of container-based structures, and The Orvis Company, Inc., a specialty retailer and sporting goods company and also on the board of The Pacific Research Institute, a California-based free-market think tank. Sean is an honors graduate of Williams College and earned advanced degrees at the London School of Economics and Political Science, where he was an AFLSE Scholar, and Georgetown University Law School, where he was a member of the Georgetown Journal of International Law.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than 10% of our common stock (collectively, “Reporting Persons”) to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. Reporting Persons are also required by SEC regulations to furnish us with copies of all such ownership reports they file. SEC regulations also require us to identify in this Report any Reporting Person who failed to file any such report on a timely basis.

We believe that all Reporting Persons complied with all applicable Section 16(a) filing requirements for fiscal year 2015, based solely on our review of the copies of such reports received or written communications from certain Reporting Persons.

Code of Ethics

We have a Code of Ethics that applies to our three key executives and directors. A copy of the Code of Ethics is included as Exhibit 14.1 to this Report and is available on our corporate website at www.midconoil.com in the section “About Legend.”

Audit Committee

During 2015, Jeffrey Kaplin, CPA was appointed to our Board. He was appointed the sole, independent member of the committee, serving as our “financial expert” to serve as the Chair of the audit committee.

On November 25, 2016, Neal Kaufman, age 48, joined the Company’s Board of Directors. Neal is a founding member of Hillair, our majority stockholder.

On November 29, 2016, Alais Griffin, an outside director of the Company, assumed the role of interim Board Chair.

ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

The ~~following~~ table below shows all compensation awarded, earned by or paid to Mssrs. Andrew Reckles, Former Chairman of the Board and CEO, Marshall Diamond-Goldberg, Former ~~______~~ President and COO, Warren S. Binderman, President, CEO, CFO, and Secretary/Treasurer, James Vandeberg, former CFO and Secretary and Kyle Severson, former Chief Financial Officer (our “NEOs”) for each of the fiscal years ended December 31, 2016, 2015, ~~2014~~ and ~~2013~~2014:

Name and Principal Position	Year	Salary	~~Salary~~		Bonus	~~Bonus~~		Option Awards	~~Option Awards~~		All Other Compensation (5)	~~All Other Compensation (6)~~		Total Compensation	~~Total Compensation~~
Andrew Reckles (4) (5)	2015		$	240,000		$	120,000					$	3,000		$	363,000
Warren S. Binderman (4)	2016	$	252,000		$	120,000					$	45,000		$	417,000
Chief Executive Officer	2014		$	163,000		$	550,000			—		$	—		$	713,000
Chief Executive Officer and Chief Financial Officer	2015	$	240,000		$	120,000					$	1,500		$	367,500
Marshall Diamond-Goldberg (1)	2015		$	90,000		$	—			—		$	—		$	90,000
Andrew Reckles (1)(3) (4)	2016	$	239,000		$	90,000					$	30,000		$	359,000
President and Chief Operating Officer	2014		$	327,000		$	65,000			125,250		$			$	392,000
Former Chief Executive Officer	2015	$	240,000		$	120,000			—		$	3,000		$	363,000
James Vandeberg (2)	2015		$	—		$	—			—		$	—		$	—
Marshall Diamond-Goldberg (2)	2016	$	—		$	—			—		$	—		$	—
Secretary and Chief Financial Officer	2014		$	51,500		$	—			—		$	—		$	51,500
Former President and Chief Operating Officer	2015	$	90,000		$	—			—		$	—		$	90,000
Kyle Severson (3)	2015		$	—		$	—			—		$	—		$	—
Former Chief Financial Officer	2014		$	—		$	—			—		$	—		$	—
Warren S. Binderman (5)	2015		$	240,000		$	120,000					$	1,500		$	367,500
Chief Financial Officer	2014		$	73,500		$	38,000			—		$	—		$	111,500

(1)	Mr. Diamond-Goldberg stepped down as President and COO on June 2015.
(2)	Effective May 1, 2012, Mr. Vandeberg’s compensation was decreased to $10,000 per month. Effective July 1, 2012, Mr. Vandeberg’s compensation was decreased to $5,000 per month. Mr. Vandeberg was appointed as CFO on April 11, 2013.
(3)	Mr. Severson stepped down as CFO on April 11, 2013.
(4)	Mr. Reckles’ compensation includes amounts paid and the balance accrued at December 31, 2015 and 2014.
(5)	Mr. Reckles’ and Mr. Binderman’s compensation includes the balance accrued ($120,000) at December 31, 2015.
(6)	These amounts result from usage of Company owned vehicles.

(1)	Andrew Reckles resigned as Chief Executive Officer, Chairman of the Board of Directors and a member of the Board of Directors of the Company on November 29, 2016.
(2)	Mr. Diamond-Goldberg stepped down as President and COO on June 2015.
(3)	Mr. Reckles’ compensation includes amounts paid and the balance accrued at December 31, 2016 and 2015.
(4)	Mr. Reckles’ and Mr. Binderman’s compensation includes the balance accrued ($120,000) at December 31, 2016.
(5)	These amounts result from usage of Company owned vehicles.

Compensation Philosophy and Objectives

Our executive compensation program that we apply to our NEOs will be designed to attract and retain qualified and experienced executives who will contribute to our success. The executive compensation program is designed to attract, motivate and retain individuals with the skills and qualities necessary to support and develop our business within the framework of our small size and available resources. The Board of Directors has sole and unfettered discretion with respect to decisions regarding the compensation of the NEOs.

Elements of Compensation

Our executive compensation program is anticipated to consist of two components: (i) base compensation, and (ii) a long-term compensation component in the form of stock options and stock awards. Both components are determined and administered by the Board of Directors. The stock incentive component is expected to form an essential part of the NEOs’ compensation.

Base Compensation

Base compensation for the NEOs is reviewed from time to time and set by the Board of Directors, and is based on the individual’s job responsibilities, contribution, experience and proven or expected performance, as well as to market conditions. In setting base compensation levels, consideration will be given to such factors as level of responsibility, experience and expertise. Subjective factors such as leadership, commitment and attitude will also be considered.

Stock Options and Awards

To provide a long-term component to the executive compensation program, our executive officers, directors, employees and consultants may be granted Options and Awards (as those terms are defined below) under our 2011 Stock Incentive Plan and 2013 Stock Incentive Plan. The maximization of ~~shareholder~~stockholder value is encouraged by granting equity incentive awards. The President will make recommendations to the Board of Directors for the other executive officers and key employees. These recommendations take into account factors such as equity compensation given in previous years, the number of Options and Awards outstanding per individual and the level of responsibility.

Narrative Disclosure to Summary Compensation Table

Outstanding Equity Awards at 2016 ~~2015~~ Fiscal Year-End

There are no outstanding equity awards ~~outstanding~~ at December 31, ~~2015~~2016.

Director Compensation

We paid and/or accrued a monthly fee of $500 per month to Mr. Kaplin during his period as Director during 2015. In 2016, both outside directors, Ms. Griffin and Mr. Kaplin, are paid a monthly board fee of $2,000.

~~2015 Stock~~2016 ~~Incentive Plan and the 2014~~ Stock Incentive Plan

On ~~September~~ 5,October ~~2014~~26, 2016, our Board of Directors ~~adopted~~approved the Legend Oil and Gas, Ltd. ~~2014~~2016 Stock Incentive Plan, ~~included~~(“Plan”). inThe ~~the~~Plan ~~Form~~has not ~~S-8~~been formalized at this time, as we have not filed ona ~~that~~Form ~~date~~S-8. This ~~Stock Incentive~~ Plan provides for the grant of options (“Options”) to purchase common shares, and stock awards (“Awards”) consisting of common shares, to eligible participants, ~~including~~ ~~our directors,~~ executive officers, ~~employees~~ and ~~consultants~~employees. The terms and conditions of the ~~2014~~2016 ~~Stock Incentive~~ Plan apply equally to all participants. We reserved a total of 65250,000,000 shares of common ~~shares~~stock for issuance under the Plan. Further, the Board ~~of Directors acknowledged that 600,000 shares issued on August 27, 2013 were also issued in error~~ and ~~should have only been issued as options. The Board also resolved to cancel these shares and reissued~~ the ~~options~~majority ~~properly~~stockholders ~~under the Legend Oil and Gas, Ltd.~~cancelled ~~2013~~all prior Stock Incentive ~~Plan. As of December 31~~Plans, ~~2013,~~including ~~there~~the ~~were~~2014 ~~outstanding~~and ~~Options for a total of 600,000, none of which have been exercised. During~~ 2014, ~~these~~Plans ~~600,000~~depicted ~~stock options were cancelled~~below.

On September 30, 2013, our Board of Directors adopted the Legend Oil and Gas, Ltd. 2013 Stock Incentive plan. The Plan provides for the grant of options to purchase shares of our common stock, and stock awards consisting of shares of our common stock, to eligible participants, including directors, executive officers, employees, and consultants of the Company. We have reserved 10,000,000 shares of common stock for issuance under the Plan and have issued 750,000 shares to Mr. Vandeberg.

The Plan Administrator, which is currently the Board of Directors, may designate which of our directors, officers, employees and consultants are to be granted Options and Awards. The Plan Administrator has the authority, in its sole discretion, to determine the type or types of awards to be granted under the Plan. Awards may be granted singly or in combination.

Potential Payments upon Resignation, Retirement, or Change of Control

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The ~~following~~ tables below set forth information with respect to the beneficial ownership of our common shares as of March 31, ~~2016~~2017 by our directors, named executive officers, and directors and executive officers as a group, as well as each person (or group of affiliated persons) who is known by us to beneficially own 5% or more of our common shares. As of the latest practical date before filing this annual report, there were ~~0.00~~942,083,273 common shares issued and outstanding.

The percentages of common shares beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership of securities. Under the rules of the Securities and Exchange Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. To our knowledge, unless indicated in the footnotes to the table, each beneficial owner named in the tables below has sole voting and sole investment power with respect to all shares beneficially owned.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Common stock, par value $0.001 (preferred stock, 9,643 shares, par value $.001	Hillair Capital Investments, L.P. 345 Lorton Avenue, Suite 303 Burlingame, CA 94010		604,155,998		64	%
Common stock, par value $0.001 (preferred stock, 15 shares, par value $.001	Lorton Finance		—		—
Common stock, par value $0.001	Warren S. Binderman 555 Northpoint Center East, Suite 400 Alpharetta, GA 30022		7,500,000		—	%
TOTAL:			611,655,998		64	%

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Common stock, par value $0.001 (preferred stock, 9,643 shares, par value $.001	Hillair Capital Investments, L.P. 345 Lorton Avenue, Suite 303 Burlingame, CA 94010		609,800,000		64.7	%
Common stock, par value $0.001	Northpoint Energy Partners, LLC (2) 555 Northpoint Center East, Suite 400 Alpharetta, GA 30022		16,263,333		1.7	%
Common stock, par value $0.001	Warren S. Binderman 555 Northpoint Center East, Suite 400 Alpharetta, GA 30022		7,500,000		.7	%
TOTAL:			633,563,333		67.1	%

(1) The information for such ~~shareholders~~stockholders are based on the list of record holders maintained by our stock transfer agent. Such ~~shareholder~~stockholder has not filed a Schedule 13D with the SEC disclosing its greater than five percent ownership.

Securities Authorized for Issuance Under Equity Compensation Plans

On September 5, 2014, our Board of Directors adopted the Legend Oil and Gas, Ltd. 2014 Stock Incentive Plan, included in the Form S-8 filed on that date. This Stock Incentive Plan provides for the grant of options (“Options”) to purchase common shares, and stock awards (“Awards”) consisting of common shares, to eligible participants, ~~including~~ including our directors, executive officers, employees and consultants. The terms and conditions of the 2014 Stock Incentive Plan ~~apply~~ apply equally to all participants. We reserved a total of 65,000,000 common shares for issuance under the Plan. No shares or stock ~~options~~ options have been issued under this Plan as of this date. This Plan has been cancelled by the Board of Directors.

On October 17, 2013, our Board of Directors adopted the Legend Oil and Gas, Ltd. 2013 Stock Incentive Plan. We reserved a total of 10,000,000 common shares for issuance under the Plan. This Plan has not been approved by ~~shareholders~~stockholders. There are currently no options outstanding under the 2013 Stock Incentive Plan, and a grant for 750,000 common shares was issued on October 17, 2014. This Plan has been cancelled by the Board of Directors.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

Except as set forth below, we are not aware of any material interest, direct or indirect, of any of our directors or executive officers, any person beneficially owning, directly or indirectly, 10% or more of our voting securities, or any associate or affiliate of such person in any transaction since the beginning of the last fiscal year or in any proposed transaction which in either case has materially affected or will materially affect us.

Mr. Diamond-Goldberg previously served as a director of Wi2Wi from August 2010 until his resignation on July 1, 2011. As described in this Report, we entered into an Asset Purchase Agreement with Wi2Wi, Inc., formerly known as, International Sovereign Energy Corp. and acquired the Wi2Wi Assets on October 20, 2011. The terms of our acquisition of the Wi2Wi Assets was determined through independent negotiation between James Vandeberg, our former Vice President and Chief Financial Officer, and Sharad Mistry, Wi2Wi’s Chief Executive Officer and Chief Financial Officer. Mr. Diamond-Goldberg recused himself from all negotiations with respect to the transaction.

55Andrew Reckles. is our former Chairman and Chief Executive Officer. He also a principal of Northpoint Energy Partners (“NPE”). NPE served as a broker on the acquisition of Maxxon. NPE received a brokerage payment from Legend on the Maxxon acquisition. The agreement between NPE and Legend was reviewed and approved by our Board, and found to be at or below market brokerage pricing.

Conflicts of Interest

~~Our~~Mr. Marshall ~~business~~Diamond-Goldberg ~~raises~~is ~~potential~~our ~~conflicts~~former ofCEO, ~~interest~~former ~~between~~President ~~certain~~and ~~with~~Chief ~~our~~Operating ~~officers~~Officer and ~~directors~~former Director. ~~Certain~~He ofis ~~our~~also ~~directors~~a ~~are directors~~former director of ~~other~~Wi2Wi. ~~natural~~We ~~resource~~have ~~companies~~not ~~and,~~found toany ~~the~~reason ~~extent~~to ~~that~~be ~~such~~concerned ~~other~~with ~~companies~~this ~~may~~potential ~~participate~~conflict inof ~~ventures~~interest insince ~~which~~Mr. Diamond-Goldberg weresigned ~~may~~as ~~participate, our directors may have~~ a ~~conflict~~member of ~~interest in negotiating and concluding terms regarding~~ the ~~extent~~board of ~~such~~ ~~participation.~~directors ~~In the event that such a conflict~~ of ~~interest~~Wi2Wi ~~arises~~effective atas ~~a meeting~~ of ~~the~~July 1, ~~Board of Directors~~2011, aand ~~director~~he ~~who has~~was ~~such~~not ainvolved ~~conflict~~on ~~will~~Wi2Wi’s behalf ~~abstain~~in ~~from~~negotiating ~~voting for or against~~ the ~~approval of such participation or such~~ terms. ~~In appropriate cases, we will establish a special committee~~ of ~~independent~~the ~~directors~~Asset toPurchase ~~review a matter in which several directors, or management, may have a conflict~~Agreement.

~~Mr. Marshall~~As ~~Diamond-Goldberg~~stated above, Andrew Reckles. is our former ~~CEO~~Chairman and ~~Director~~Chief Executive Officer. He is also a ~~former~~principal ~~director~~ of ~~Wi2Wi.~~Northpoint WeEnergy Partners ~~have~~(“NPE”). ~~not~~NPE ~~found~~served ~~any~~as ~~reason~~a tobroker beon ~~concerned with~~the ~~this~~acquisition ~~potential conflict~~ of ~~interest since Mr~~Maxxon. ~~Diamond-Goldberg~~ NPE ~~resigned~~received as a ~~member~~brokerage ofpayment from ~~the~~Legend ~~board~~on ofthe ~~directors~~Maxxon ofacquisition. The ~~Wi2Wi effective~~agreement asbetween ofNPE ~~July 1, 2011,~~ and heLegend was ~~not~~reviewed ~~involved~~and onapproved ~~Wi2Wi’s~~by ~~behalf~~our inBoard, ~~negotiating~~and found ~~the~~to ~~terms~~be ofat ~~the~~or ~~Asset~~below ~~Purchase Agreement~~market brokerage pricing.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

~~GBH~~Marcum. audited our financial statements for the year ended December ~~CPAs~~31, P2016.C. GBH CPAs, PC audited our financial statements for the year ended December 31, 2015 ~~and 2014~~.

Policy for Approval of Audit and Permitted Non-Audit Services

The Board of Directors, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the ~~shareholders~~stockholders. During ~~2015~~2016 and ~~2014~~2015, the Board of Directors considered the audit fees, audit-related fees, tax fees and other fees paid to our accountants, as disclosed below, and determined that the provision of such services by our independent registered public accounting firm was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

Audit and Related Fees

The ~~following~~ table ~~sets~~below sets forth the aggregate fees billed by ~~GBH~~Marcum ~~CPAs~~LLP and ~~Peterson~~GBH ~~Sullivan~~CPAs PC for professional services rendered in fiscal years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

	2015		2014
	2016		2015
Audit Fees (1)	$	~~123~~163,~~850~~148	$	21123,~~000~~850
Audit-Related Fees (2)		~~85,305~~—		—85,305
Tax Fees (3)		711,~~500~~000		—7,500
All Other Fees		—		—

(1)	“Audit Fees” represent fees for professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial statements included in our reports on Form 10-Q, and audit services provided in connection with other statutory or regulatory filings. Fees billed during the year ended December 31, 2016 from Marcum LLP and GBH CPAs PC totaled $67,310 and $95,838, respectively. All 2015 audit fees where for services rendered by GBH CPAs PC.
(2)	“Audit-Related Fees” generally represent fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements. All such fees in 2016 and 2015 were for services rendered by GBH CPAs PC.
(3)	“Tax Fees” generally represent fees for tax advice. All tax fees in 2016 and 2015 were for services rendered by GBH CPAs PC.

5658

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Report are as follows:

1) Financial Statements: The consolidated financial statements, related notes and report of independent registered public accounting firm are included in Item 8 of Part II of this Report. 2) Financial Statement Schedules: All schedules have been omitted because they are not applicable or not required, or the required information is included in the financial statements or notes thereto. 3) Exhibits: The required exhibits are included at the end of this Report and are described in the exhibit index. ~~4) Amended and Restated Note and Waiver with Sher Trucking.~~

5759

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on ~~April~~March 731, ~~2016~~2017.

LEGEND OIL AND GAS, LTD. By: /s/ Warren S. Binderman Warren S. Binderman, Chief Executive Officer, Chief Financial Officer President, Secretary, Treasurer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Capacities	Date
/s/ Andrew S. Reckles	Chief Executive Officer and Director	April 7, 2016
/s/ Warren S. Binderman	Chief Executive Officer, Chief Financial Officer, and Director	March 31, 2017
Andrew S. Reckles	(Principal Executive Officer)
/s/ Warren S. Binderman	President, Chief Financial Officer, and Director	April 7, 2016
Warren S. Binderman	(Principal Accounting Officer)

EXHIBIT INDEX

The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference. Where an exhibit is incorporated by reference, the document to which it is cross referenced is made.

Exhibit No.	Description	Location
2.1	Agreement and Plan of Merger with New Western Energy Corporation New Western Energy Merger Corporation and the Company, dated January 23, 2014	Incorporated by reference herein from our report on Form 8-K dated January 23, 2014, filed with the SEC on January 27, 2014.
2.2	Membership Interest Purchase Agreement dated April 3, 2015, among the Company, Sher Trucking, LLC, Albert Valentin and Steven Wallace	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.
2.3	Letter Agreement between the Company and Steven Wallace	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.
2.4	Letter Agreement between the Company and Sher Trucking, LLC dated April 13, 2015	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.
3.1	Amended and Restated Articles of Incorporation dated January 29, 2007	Incorporated by reference herein from our report on Form 8-K dated January 29, 2007, filed with the SEC on January 30, 2007.
3.2	First Articles of Amendment to the Amended and Restated Articles of Incorporation dated October 4, 2010	Incorporated by reference herein from our definitive Information Statement filed with the SEC on October 19, 2010.
3.3	Articles of Amendment to the Articles of Incorporation dated August 12, 2011	Incorporated by reference herein from our amended current report on Form 8-K dated August 11, 2011, filed with the SEC on September 16, 2011.
3.4	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
3.5	Articles of Amendment to the Articles of Incorporation dated December 21, 2015.	Filed herewith.
3.6	Bylaws dated November 29, 2000	Incorporated by reference herein from our registration statement on Form 10-SB, filed with the SEC on April 25, 2002.
4.1	Specimen Legend Oil and Gas, Ltd. Common Stock Certificate	Incorporated by reference herein from our report on Form 10-K dated December 31, 2010, filed with the SEC on March 31, 2011.
4.2	Form of Warrant issued to Iconic Investment Co.	Incorporated by reference herein from our report on Form 10-Q for the period ended March 31, 2011, filed with the SEC on May 13, 2011.

Exhibit No. Description Location

4.3	Form of Warrant issued in connection with August 2011 unit financing	Incorporated by reference herein from our report on Form 10-Q for the period ended June 30, 2011, filed with the SEC on August 12, 2011.
4.4	Specimen Legend Oil and Gas, Ltd. Convertible Preferred Stock Certificate	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.
4.5	Original Issue Discount Senior Secured Debenture Due May 16, 2016 dated April 2, 2015	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.
4.6	Original Discount Senior Secured Convertible Debenture Due March 1, 2016.	Incorporated by reference herein from our report on Form 8-K dated April 25, 2015 and filed with the SEC on April 29, 2015.
4.7	Articles of Amendment to the Articles of Incorporation of the Company dated May 1, 2015.	Incorporated by reference herein from our report on Form 8-K dated May 7, 2015 and filed with the SEC on May 11, 2015.
4.8	Original Discount Senior Secured Convertible Debenture Due March 1, 2016	Incorporated by reference herein from our report on 8-K dated June 30, 2015 and filed with the SEC on July 6, 2015.
4.9	Original Discount Senior Secured Convertible Debenture Due March 1, 2017 in the original principal amount of $654,000	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
4.10	Promissory Note dated October 22, 2015 in the original principal amount of $1,928,740.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
4.11	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated January 29, 2016 and filed with the SEC on February 2, 2016.
4.12	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated March 25, 2016 and filed with the SEC on March 31, 2016.
10.1*	Consulting Agreement by and between Marlin Consulting Corp. and Legend dated September 1, 2010	Incorporated by reference herein from our report on Form 10-K dated December 31, 2010, filed with the SEC on March 31, 2011.
10.2	Agreement for Purchase and Sale by and between Piqua Petro, Inc. and the Company dated October 20, 2010 (Piqua Project)	Incorporated by reference herein from our report on Form 8-K dated October 29, 2010, filed with the SEC on November 4, 2010.
10.3	Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated February 25, 2011 (Bakken Project)	Incorporated by reference herein from our report on Form 10-K dated December 31, 2010, filed with the SEC on March 31, 2011.

~~Exhibit No. Description Location~~EXHIBIT INDEX

10.4	Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated March 23, 2011 (Bakken Project)	Incorporated by reference herein from our report on Form 10-K dated December 31, 2010, filed with the SEC on March 31, 2011.
10.5	Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated March 30, 2011 (Bakken Project)	Incorporated by reference herein from our report on Form 10-K dated December 31, 2010, filed with the SEC on March 31, 2011
10.6	Subscription Agreement by and between Legend Oil and Gas, Ltd. and Iconic Investment Co. dated January 21, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended March 31, 2011, filed with the SEC on May 13, 2011.
10.7	Subscription Agreement by and between Legend Oil and Gas, Ltd. and Iconic Investment Co. dated April 28, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended March 31, 2011, filed with the SEC on May 13, 2011.
10.8A*	Legend Oil and Gas, Ltd. 2011 Stock Incentive Plan, as amended	Incorporated by reference herein from our report on Form 8-K dated February 7, 2012, filed with the SEC on February 13, 2012.
10.8B*	Form of Stock Option Agreement under 2011 Stock Incentive Plan	Incorporated by reference herein from our report on Form 8-K dated February 7, 2012, filed with the SEC on February 13, 2012.
10.9	Form of Subscription Agreement in connection with August 2011 unit financing	Incorporated by reference herein from our report on Form 10-Q for the period ended June 30, 2011, and filed with the SEC on August 12, 2011.
10.10A	Asset Purchase Agreement by and among International Sovereign Energy Corp., Legend Oil and Gas, Ltd., and Legend Energy Canada Ltd. dated September 13, 2011	Incorporated by reference herein from our report on Form 8-K dated September 12, 2011, filed with the SEC on September 16, 2011.
10.10B	Amending Agreement to Asset Purchase Agreement, by and among International Sovereign Energy Corp., Legend Oil and Gas, Ltd., and Legend Energy Canada Ltd. dated October 20, 2011	Incorporated by reference herein from our report on Form 8-K/A dated October 20, 2011, filed with the SEC on November 23, 2011
10.11	Credit Facility Offering Letter by and between National Bank of Canada and Legend Energy Canada Ltd. dated August 15, 2011	Incorporated by reference herein from our amended current report on Form 8-K dated August 11, 2011, filed with the SEC on September 16, 2011.
10.12	Acknowledgment of Debt Revolving Demand Credit Agreement by and between National Bank of Canada and Legend Energy Canada Ltd. dated August 15, 2011	Incorporated by reference herein from our amended current report on Form 8-K dated August 11, 2011, filed with the SEC on September 16, 2011.
10.13	Fixed and Floating Charge Demand Debenture by and between National Bank of Canada and Legend Energy Canada Ltd. dated October 19, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.

The exhibits below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference. Where an exhibit is incorporated by reference, the document to which it is cross referenced is made.

Exhibit No.	Description	Location
2.1	Agreement and Plan of Merger with New Western Energy Corporation New Western Energy Merger Corporation and the Company, dated January 23, 2014	Incorporated by reference herein from our report on Form 8-K dated January 23, 2014, filed with the SEC on January 27, 2014.

2.2	Membership Interest Purchase Agreement dated April 3, 2015, among the Company, Sher Trucking, LLC, Albert Valentin and Steven Wallace	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.

2.3	Letter Agreement between the Company and Steven Wallace	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.

2.4	Letter Agreement between the Company and Sher Trucking, LLC dated April 13, 2015	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.

3.1	Amended and Restated Articles of Incorporation dated January 29, 2007	Incorporated by reference herein from our report on Form 8-K dated January 29, 2007, filed with the SEC on January 30, 2007.

3.2	First Articles of Amendment to the Amended and Restated Articles of Incorporation dated October 4, 2010	Incorporated by reference herein from our definitive Information Statement filed with the SEC on October 19, 2010.

3.3	Articles of Amendment to the Articles of Incorporation dated August 12, 2011	Incorporated by reference herein from our amended current report on Form 8-K dated August 11, 2011, filed with the SEC on September 16, 2011.

3.4	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.

3.5	Articles of Amendment to the Articles of Incorporation dated December 21, 2015.	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2016, and filed with the SEC on April 7, 2016.

3.6	Bylaws dated November 29, 2000	Incorporated by reference herein from our registration statement on Form 10-SB, filed with the SEC on April 25, 2002.

4.1	Specimen Legend Oil and Gas, Ltd. Common Stock Certificate	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2010, and filed with the SEC on March 31, 2011.

4.2	Form of Warrant issued to Iconic Investment Co.	Incorporated by reference herein from our report on Form 10-Q for the period ended March 31, 2011, filed with the SEC on May 13, 2011.

Exhibit No. Description Location

Exhibit No.	Description	Location
4.3	Form of Warrant issued in connection with August 2011 unit financing	Incorporated by reference herein from our report on Form 10-Q for the period ended June 30, 2011, filed with the SEC on August 12, 2011.
4.4	Specimen Legend Oil and Gas, Ltd. Convertible Preferred Stock Certificate	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.
4.5	Original Issue Discount Senior Secured Debenture Due May 16, 2016 dated April 2, 2015	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.
4.6	Original Discount Senior Secured Convertible Debenture Due March 1, 2016.	Incorporated by reference herein from our report on Form 8-K dated April 25, 2015 and filed with the SEC on April 29, 2015.
4.7	Articles of Amendment to the Articles of Incorporation of the Company dated May 1, 2015.	Incorporated by reference herein from our report on Form 8-K dated May 7, 2015 and filed with the SEC on May 11, 2015.
4.8	Original Discount Senior Secured Convertible Debenture Due March 1, 2016	Incorporated by reference herein from our report on 8-K dated June 30, 2015 and filed with the SEC on July 6, 2015.
4.9	Original Discount Senior Secured Convertible Debenture Due March 1, 2017 in the original principal amount of $654,000	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
4.10	Promissory Note dated October 22, 2015 in the original principal amount of $1,928,740.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
4.11	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated January 29, 2016 and filed with the SEC on February 2, 2016.
4.12	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated March 25, 2016 and filed with the SEC on March 31, 2016.
4.13	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated May 27, 2016 and filed with the SEC on June 3, 2016.
4.14	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated July 5, 2016 and filed with the SEC on July 7, 2016.
4.15	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated July 27, 2016 and filed with the SEC on August 1, 2016.
4.16	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated August 22, 2016 and filed with the SEC on August 23, 2016.
4.17	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated September 30, 2016 and filed with the SEC on October 6, 2016.
4.18	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated October 27, 2016 and filed with the SEC on November 2, 2016.
4.19	Original Discount Senior Convertible Debenture Due March 1, 2018.	Incorporated by reference herein from our report on Form 8-K dated November 29, 2016 and filed with the SEC on December 2, 2016
10.1*	Consulting Agreement by and between Marlin Consulting Corp. and Legend dated September 1, 2010	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2010, and filed with the SEC on March 31, 2011.
10.2	Agreement for Purchase and Sale by and between Piqua Petro, Inc. and the Company dated October 20, 2010 (Piqua Project)	Incorporated by reference herein from our report on Form 8-K dated October 29, 2010, filed with the SEC on November 4, 2010.
10.3	Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated February 25, 2011 (Bakken Project)	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2010, and filed with the SEC on March 31, 2011.

10.14	Pledge by Legend Energy Canada Ltd. dated October 19, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.
10.15	Assignment of Book Debts by Legend Energy Canada Ltd. dated October 19, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.
10.16	Negative Pledge and Undertaking by and between National Bank of Canada and Legend Energy Canada Ltd. dated October 19, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.
10.17	Amending Offering Letter by and among National Bank of Canada, Legend Energy Canada Ltd. and the Company dated March 26, 2012	Incorporated by reference herein from our report on Form 10-K dated December 31, 2011 and filed with the SEC on March 30, 2012.
10.18	CA $1.5 million Variable Rate Demand Note by Legend Energy Canada Ltd. in favor of National Bank of Canada	Incorporated by reference herein from our report on Form 10-K dated December 31, 2011 and filed with the SEC on March 30, 2012.
10.19	Office Space Lease by and between Dundeal Canada (GP) Inc. and Legend Energy Canada Ltd., dated October 17, 2011	Incorporated by reference herein from our report on Form 8-K/A dated October 20, 2011, filed with the SEC on November 23, 2011
10.20*	Summary of Non-Employee Director Compensation	Incorporated by reference herein from our report on Form 8-K dated February 7, 2012, filed with the SEC on February 13, 2012
10.21*	Form of Director Indemnification Agreement	Incorporated by reference herein from our report on Form 8-K dated February 7, 2012, filed with the SEC on February 13, 2012
10.22	Settlement and Termination Agreement with Wi2Wi Corporation dated May 1, 2013	Incorporated by reference herein from our report on Form 8-K dated May 1, 2013, filed with the SEC on May 1, 2013.
10.23	Securities Purchase Agreement with Hillair Capital Investments L.P.	Incorporated by reference herein from our report on Form 8-K dated May 28, 2013, filed with the SEC on July 17, 2013.
10.24	Legend Oil and Gas, Ltd. 2013 Stock Incentive Plan	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015, filed with the SEC on September 9, 2013.
10.25	Securities Purchase Agreement dated April 2, 2015, between the Company and Hillair Capital Investments, L.P.	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.
10.26	Secured Promissory Note dated April 3, 2015, issued by the Company to Sher Trucking, LLC	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.

Exhibit No. Description Location

Exhibit No.	Description	Location
10.4	Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated March 23, 2011 (Bakken Project)	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2010, and filed with the SEC on March 31, 2011.

10.5	Assignment of Oil and Gas Lease by Wasaabee Energy Inc. dated March 30, 2011 (Bakken Project)	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2010, and filed with the SEC on March 31, 2011

10.6	Subscription Agreement by and between Legend Oil and Gas, Ltd. and Iconic Investment Co. dated January 21, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended March 31, 2011, filed with the SEC on May 13, 2011.

10.7	Subscription Agreement by and between Legend Oil and Gas, Ltd. and Iconic Investment Co. dated April 28, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended March 31, 2011, filed with the SEC on May 13, 2011.

10.8A*	Legend Oil and Gas, Ltd. 2011 Stock Incentive Plan, as amended	Incorporated by reference herein from our report on Form 8-K dated February 7, 2012, filed with the SEC on February 13, 2012.

10.8B*	Form of Stock Option Agreement under 2011 Stock Incentive Plan	Incorporated by reference herein from our report on Form 8-K dated February 7, 2012, filed with the SEC on February 13, 2012.

10.9	Form of Subscription Agreement in connection with August 2011 unit financing	Incorporated by reference herein from our report on Form 10-Q for the period ended June 30, 2011, and filed with the SEC on August 12, 2011.

10.10A	Asset Purchase Agreement by and among International Sovereign Energy Corp., Legend Oil and Gas, Ltd., and Legend Energy Canada Ltd. dated September 13, 2011	Incorporated by reference herein from our report on Form 8-K dated September 12, 2011, filed with the SEC on September 16, 2011.

10.10B	Amending Agreement to Asset Purchase Agreement, by and among International Sovereign Energy Corp., Legend Oil and Gas, Ltd., and Legend Energy Canada Ltd. dated October 20, 2011	Incorporated by reference herein from our report on Form 8-K/A dated October 20, 2011, filed with the SEC on November 23, 2011

10.11	Credit Facility Offering Letter by and between National Bank of Canada and Legend Energy Canada Ltd. dated August 15, 2011	Incorporated by reference herein from our amended current report on Form 8-K dated August 11, 2011, filed with the SEC on September 16, 2011.

10.12	Acknowledgment of Debt Revolving Demand Credit Agreement by and between National Bank of Canada and Legend Energy Canada Ltd. dated August 15, 2011	Incorporated by reference herein from our amended current report on Form 8-K dated August 11, 2011, filed with the SEC on September 16, 2011.

10.13	Fixed and Floating Charge Demand Debenture by and between National Bank of Canada and Legend Energy Canada Ltd. dated October 19, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.

10.14	Pledge by Legend Energy Canada Ltd. dated October 19, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.

10.15	Assignment of Book Debts by Legend Energy Canada Ltd. dated October 19, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.

10.16	Negative Pledge and Undertaking by and between National Bank of Canada and Legend Energy Canada Ltd. dated October 19, 2011	Incorporated by reference herein from our report on Form 10-Q for the period ended September 30, 2011, filed with the SEC on November 14, 2011.

10.17	Amending Offering Letter by and among National Bank of Canada, Legend Energy Canada Ltd. and the Company dated March 26, 2012	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2011, and filed with the SEC on March 30, 2012.

10.18	CA $1.5 million Variable Rate Demand Note by Legend Energy Canada Ltd. in favor of National Bank of Canada	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2011, and filed with the SEC on March 30, 2012.

10.19	Office Space Lease by and between Dundeal Canada (GP) Inc. and Legend Energy Canada Ltd., dated October 17, 2011	Incorporated by reference herein from our report on Form 8-K/A dated October 20, 2011, filed with the SEC on November 23, 2011

10.20*	Summary of Non-Employee Director Compensation	Incorporated by reference herein from our report on Form 8-K dated February 7, 2012, filed with the SEC on February 13, 2012

10.21*	Form of Director Indemnification Agreement	Incorporated by reference herein from our report on Form 8-K dated February 7, 2012, filed with the SEC on February 13, 2012

10.22	Settlement and Termination Agreement with Wi2Wi Corporation dated May 1, 2013	Incorporated by reference herein from our report on Form 8-K dated May 1, 2013, filed with the SEC on May 1, 2013.

10.23	Securities Purchase Agreement with Hillair Capital Investments L.P.	Incorporated by reference herein from our report on Form 8-K dated May 28, 2013, filed with the SEC on July 17, 2013.

10.24	Legend Oil and Gas, Ltd. 2013 Stock Incentive Plan	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015, filed with the SEC on September 9, 2013.

10.27	Securities Purchase Agreement dated April 28, 2015	Incorporated by reference herein from our report on Form 10-K dated April 25, 2015 and filed with the SEC on April 29, 2015.
10.28	Securities Purchase Agreement dated June 30, 2015.	Incorporated by reference herein from our report on Form 8-K dated June 30, 2015 and filed with the SEC on July 6, 2015.
10.29	Securities Purchase Agreement dated October 21, 2015.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
10.30	Securities Agreement dated October 21, 2015, between the Company and Hillair Capital Investments, L.P.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
10.31	Purchase and Sale Agreement dated October 28, 2015, between the Company and HPH Kansas LLC.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
10.32	Assignment of Oil And Gas Lease and Bill Of Sale	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.
10.33	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	Incorporated by reference herein from our report on Form 10-Q dated September 30, 2011 and filed with the SEC on November 20, 2015.
10.34	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.	Incorporated by reference herein from our report on Form 10-Q dated September 30, 2011 and filed with the SEC on November 20, 2015.
10.35	Securities Purchase Agreement dated January 29, 2016.	Incorporated by reference herein from our report on Form 8-K dated January 29, 2016 and filed with the SEC on February 2, 2016.
10.36	Securities Purchase Agreement dated March 25, 2016.	Incorporated by reference herein from our report on Form 10-K dated December 31, 2011 and filed with the SEC on March 30, 2012.
10.37	Amended and Restated Secured Promissory Note payable to Sher Trucking, LLC	Filed herewith
14.1	Code of Ethics	Incorporated by reference herein from our report on Form 8-K dated March 25, 2016 and filed with the SEC on March 31, 2016.
21.1	Subsidiaries	Filed herewith

Exhibit No. Description Location

Exhibit No.	Description	Location
10.25	Securities Purchase Agreement dated April 2, 2015, between the Company and Hillair Capital Investments, L.P.	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.

10.26	Secured Promissory Note dated April 3, 2015, issued by the Company to Sher Trucking, LLC	Incorporated by reference herein from our report on Form 8-K dated April 2, 2015 and filed with the SEC on April 7, 2015.

10.27	Securities Purchase Agreement dated April 28, 2015	Incorporated by reference herein from our report on Form 10-K for the period ending April 25, 2015, and filed with the SEC on April 29, 2015.

10.28	Securities Purchase Agreement dated June 30, 2015.	Incorporated by reference herein from our report on Form 8-K dated June 30, 2015 and filed with the SEC on July 6, 2015.

10.29	Securities Purchase Agreement dated October 21, 2015.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.

10.30	Securities Agreement dated October 21, 2015, between the Company and Hillair Capital Investments, L.P.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.

10.31	Purchase and Sale Agreement dated October 28, 2015, between the Company and HPH Kansas LLC.	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.

10.32	Assignment of Oil And Gas Lease and Bill Of Sale	Incorporated by reference herein from our report on Form 8-K dated October 22, 2015 and filed with the SEC on October 28, 2015.

10.33	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	Incorporated by reference herein from our report on Form 10-Q dated September 30, 2011 and filed with the SEC on November 20, 2015.

10.34	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.	Incorporated by reference herein from our report on Form 10-Q dated September 30, 2011 and filed with the SEC on November 20, 2015.

10.35	Securities Purchase Agreement dated January 29, 2016.	Incorporated by reference herein from our report on Form 8-K dated January 29, 2016 and filed with the SEC on February 2, 2016.

10.36	Securities Purchase Agreement dated March 25, 2016.	Incorporated by reference herein from our report on Form 8-K dated March 25, 2016 and filed with the SEC on March 31, 2016.

10.37	Securities Purchase Agreement dated May 27, 2016.	Incorporated by reference herein from our report on Form 8-K dated May 27, 2016 and filed with the SEC on June 3, 2016.

10.38	Securities Purchase Agreement dated July 5, 2016.	Incorporated by reference herein from our report on Form 8-K dated July 5, 2016 and filed with the SEC on July 7, 2016.

10.39	Securities Purchase Agreement dated July 27, 2016.	Incorporated by reference herein from our report on Form 8-K dated July 27, 2016 and filed with the SEC on August 1, 2016.

10.40	Securities Purchase Agreement dated August 22, 2016.	Incorporated by reference herein from our report on Form 8-K dated August 22, 2016 and filed with the SEC on August 23, 2016.

10.41	Securities Purchase Agreement dated September 30, 2016.	Incorporated by reference herein from our report on Form 8-K dated September 30, 2016 and filed with the SEC on October 6, 2016.

10.42	Securities Purchase Agreement dated October 27, 2016.	Incorporated by reference herein from our report on Form 8-K dated October 27, 2016 and filed with the SEC on November 2, 2016.

10.43	Securities Purchase Agreement dated November 29, 2016.	Incorporated by reference herein from our report on Form 8-K dated November 29, 2016 and filed with the SEC on December 2, 2016.

10.44	Amended and Restated Secured Promissory Note payable to Sher Trucking, LLC	Incorporated by reference herein from our report on Form 10-K for the period ending December 31, 2016, and filed with the SEC on April 7, 2016.

14.1	Code of Ethics	Incorporated by reference herein from our report on Form 8-K dated March 25, 2016 and filed with the SEC on March 31, 2016.

21.1	Subsidiaries	Filed herewith

31.1	Certification by Andrew S. Reckles, Chief Executive Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
31.2	Certification by Warren S. Binderman, Chief Financial Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
32.1	Certification by Andrew Reckles, Chief Executive Officer, and Warren S. Binderman, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Management contract or compensatory plan or arrangement.
**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

Exhibit No.	Description	Location
31.1	Certification by Warren S. Binderman, Chief Executive Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.2	Certification by Warren S. Binderman, Chief Financial Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.1	Certification by Warren S. Binderman, Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

101.INS**	XBRL Instance Document

101.SCH**	XBRL Taxonomy Extension Schema Document

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF**	XBRL Taxonomy Extension Definition Linkbase

101.LAB**	XBRL Taxonomy Extension Label Linkbase Document

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*		Management contract or compensatory plan or arrangement.
**		Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

Filing Compare · Legend Oil & Gas, Ltd.