BACCHUSLAWGROUP Corporate & Securities Law | 1511 West 40thAvenue |
Vancouver, BC V6M 1V7 | |
Tel 604.732.4804 | |
Fax 604.408.5177 |
August 2, 2007 | |
Via EDGAR | |
Michael Clampitt | |
Staff Attorney | |
Division of Corporate Finance | |
United States Securities and | |
Exchange Commission | |
100 F Street, N.E. | |
Washington, DC 20549 | |
Dear Mr. Clampitt: | |
Re: | Legacy Mining Ltd. (the “Company”) |
Form SB-2, amendment number 6, filed June 24, 2007 | |
File No. 333-138672 |
In response to your comment letter dated August 1, 2007, the Company makes the following responses and has made the following changes to its Registration Statement:
Prospectus Cover
1. | Please review the cover to indicate which shares will be sold first, those of the company or the selling shareholders. |
ANSWER:The following sentence has been added to the Prospectus Cover, “Sales of shares pursuant to our director offering and by the selling shareholders will take place concurrently.”
2. | Please disclose that the proceeds from the sale of company shares will be available for immediate use. |
ANSWER:The following sentence has been added to the Prospectus Cover, “Proceeds from the sale of stock pursuant to our direct offering will be available for our immediate use.”
3. | Please move the last sentence of the paragraph – regarding the possibility of a loss to the company from the offering – to the beginning of the paragraph and place it in bold face type. |
ANSWER:The last sentence has been moved to the beginning of the paragraph. It has also been changed to bold face type.
4. | Please ensure that your cover is limited to one page. |
ANSWER:The cover has been formatted to one page.
Net Proceeds to us, page 12
5. | Please revise this section to specifically disclose the reason for the offering, given that it may result in a loss to the company. We note the disclosure regarding SEC reporting status and listing of the shares. If these are the reasons for the offering specifically disclose this and explain why these events are desired, even at the risk of an offering that losses money. Provide comparable information on page 22. |
ANSWER:The following has been added to both page 12 and page 22, ”Obtaining a listing on the OTC Bulletin Board may make us more attractive to potential investors. This might make it easier for us to raise additional funds in the future and may make us more successful in furthering our business plan.”
Please do not hesitate to contact me if you have any questions. |
Yours truly, |
BACCHUS LAW GROUP |
Per: /S/ Penny O. Green |
Penny O. Green |
Barrister, Solicitor & Attorney |
Member, Washington State Bar Association |
Member, Law Society of BC |
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