LEGEND OIL AND GAS
February 10, 2012
VIA EDGAR
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attn: H. Roger Schwall, Assistant Director
| Re: | Legend Oil and Gas, Ltd. (the “Company”) |
Amendment No. 1 to Registration Statement on Form S-3
Filed January 11, 2012
File No. 333-178176
Amendment No. 2 to Form 8-K
Filed January 11, 2012
Form 10-Q for the Quarterly Period Ended September 30, 2011
Filed November 14, 2011
File No. 0-49752
Dear Mr. Schwall:
We received the Staff’s additional comments set forth in your letter dated January 27, 2012, with respect to the above-referenced filings for Legend Oil and Gas, Ltd. We hereby undertake to provide our responses to those comments by Friday, February 17, 2012.
Please feel free to call our securities counsel, Timothy M. Woodland, at (206) 254-4424, with any questions or additional comments or requests.
| Respectfully, |
| LEGEND OIL AND GAS, LTD. |
| /s/ James Vandeberg |
| Chief Financial Officer |
1420 5th Avenue, Suite 2200, Seattle, WA 98101
