20549-0408
January 16,
2007
Legacy Mining Ltd.
The Nevada Agency and Trust Company
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Re: Legacy Mining Ltd.
Form SB-2, amendment number 1, filed December 19, 2006
File Number 333-138672
Dear Sir:
We have reviewed your amended Form SB-2 and have the following
comments. Where
indicated, we think you should revise your documents in response to these
comments. If you
disagree, we will consider your explanation as to why our comment is
inapplicable or a revision
is unnecessary. Please be as detailed as necessary in your explanation. In some
of our
comments, we may ask you to provide us with supplemental information so we may
better
understand your disclosure. After reviewing this information we may have
additional comments.
Please understand that the purpose of our review process is to assist
you in your
compliance with the applicable disclosure requirements and to enhance the
overall disclosure in
your filing. We look forward to working with you in these respects. We welcome
any questions
you may have about our comments or on any other aspect of our review. Feel free
to call us at
the telephone numbers listed at the end of this letter.
General
1. Please revise your filing to eliminate form instructions such as the
Part 1 reference on
page 6. Also, please provide differently styled headings and subheadings
so that it is
clear what level of disclosure is being provided.
2. Please ensure that the affiliation or lack of affiliation for each of
the companies and
individuals you reference in the filing is disclosed. Note, for example,
at the top of page
53 and name these companies.
3. Where appropriate, disclose the business nature of affiliated companies
such as Golden
Spirit. Where the business of these companies is largely in its
interactions with Legacy
disclose this fact, with quantification.
4. Disclose in the summary and in the body of the text your use of
consulting done by
related parties. We note the related disclosure in the footnotes to the
financial statements.
Legacy Ming Ltd.
January 16, 2007
Page 2
Disclose the names of the companies and individuals involved, dollar
values and provide
the information requested in the prior comment.
5. Throughout the filing, where you discuss the issuance of shares, give
the price per share.
For example, note at the last paragraph on page 6.
6. Please review the filing in its entirety for inconsistent disclosure.
Please reconcile these
disclosures with the rest of the text. For example, we note that:
On the cover you correctly indicate that all of the offerings must be
at five cents until a
market develops. At the third paragraph on page 8 you talk about very
different terms.
For the most part you reference Ester Creek and Second Chance as
apparently two
separate prospects. However, in the body of the text you only discuss
your exploration
plans with respect to Ester Creek
On page 30 you talk about your "sole officer and director."
At the top of page 50 you talk about your Nevada and Mexican
properties.
7. We note the dispute over the Ester claim referenced in the body of
the filing on page 43.
Disclose or reference this matter in the legal proceedings section.
Where appropriate,
disclose the nature of the disagreement, with quantification.
Consider the need to address
this in the summary or risk factor section.
Our Business, page 6
8. Disclose early when the company was founded, by whom and briefly
describe its
operations. Indicate when the company turned to mining and why.
Disclose the net loss
accumulated prior to turning to mining and indicate if correct that
during this time the
company had no revenue, as noted from page 50. If not otherwise
clear, make clear when
current management took control.
9. Disclose early that management has no experience in mining.
10. As noted in your risk factor section, please disclose early in the
summary that there is
little chance that Legend will be profitable as a mining company.
11. Here and in detail in the body of the text disclose why Legacy chose
to acquire the Ester
Creek and Second Chance claims.
12. With consideration to disclosure in the summary, disclose in the body
of the text why you
at first chose to acquire the TK claim, issued stock for it, and then
chose not to acquire it.
Legacy Ming Ltd.
January 16, 2007
Page 3
13. Disclose separately your expected exploration expenses and operating
expenses for the
next twelve months and describe the level of exploration this will
pay for. Make clear
that this is only for very preliminary work that will not include
drilling, will not establish
reserves and you do not know how you will raise this money.
14. Briefly describe the very limited exploration work that has been done
on the two claims
and the conclusions of this work. Also, in more detail in the body of
the text, disclose the
conclusions of Mr. Barker on his work, described on page 44.
15. Briefly describe in the summary the work that is planned for the next
year.
16. You reference at several places in the filing the analysis of
exploration work to be done
by Mr. Barker. Please clarify who is going to do the actual
exploration work.
The Offering, page 7
17. We note that the company and Golden Spirit will be selling identical
shares at the same
time. Disclose how you will deal with the apparently significant
conflict of interest of
Messrs. Lein and Parfitt.
Dilution, page 19
18. Please check this section for accuracy. The textual discussion and
the table on page 21
do not seem to reconcile. Also, the first line item on page 21 should
give the high and
low price paid for the stock by current holders and the average price
paid. The dilution at
less than the full offering level should probably not be greater than
the amount paid.
Sales by Selling Shareholders, page 24
19. Revise to disclose the restriction imposed by Regulation M and
section 101 through 105
therein, as applicable. Provide the staff with an analysis of the
selling shareholders ability
to engage in option writing and short sales under Regulation M.
20. Supplementally provide the staff with the following information:
The ownership interests, whether direct or indirect, of Golden
Spirit, Holm Investment,
Palisades Financial, Avalon Energy by individuals listed on pages 27
and 32;
Whether there is any familial or other relationships between or among
any of the
individuals listed on pages 27 and 32; and,
How and when Betty Anne McElroy and John MacAskill acquired their
shares.
Directors..., page 28
Legacy Ming Ltd.
January 16, 2007
Page 4
21. Where not otherwise clear, disclose the business nature of each of the
companies named
on page 29.
Significant Employees, page 30
22. Revise item 4 to disclose the nature of the consulting, name the
consultant(s) from
Palisades and disclose their expertise.
Ownership Interest, page 42
23. At the last paragraph of this section on page 43, disclose your reason
for believing that
"Golden is the proper owner" and your qualifications for making this
determination.
Also, it appears that what you should determine is whether Golden will
be successful in
its dispute with Ester and whether you, Legacy Mining, are the rightful
owners of this
claim.
Executive Compensation, page 53
24. Update this section for 2006.
General Accounting
25. Please note the updating requirements of Item 310 (g) of Regulation S-B
and provide an
updated consent from your independent accountant in your next
pre-effective
amendment.
Part II
Recent Sales, page 57
26. Revise to present the sales between January 1, 2004 and December 31,
2004 as required
by Item 701 of Regulation S-B. We note the three sales listed on page
F-4. Include the
exemption from registration claimed and the facts relied upon to make
the exemption
available.
*****
Legacy Ming Ltd.
January 16, 2007
Page 5
Closing Comments
As appropriate, please amend your registration statement in response to
these comments.
You may wish to provide us with marked copies of the amendment to expedite our
review.
Please furnish a cover letter with your amendment that keys your responses to
our comments and
provides any requested supplemental information. Detailed cover letters greatly
facilitate our
review. Please understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy
of the disclosure
in the filings reviewed by the staff to be certain that they have provided all
information investors
require for an informed decision. Since the company and its management are in
possession of all
facts relating to a company's disclosure, they are responsible for the accuracy
and adequacy of
the disclosures they have made.
Notwithstanding our comments, in the event the company requests
acceleration of the
effective date of the pending registration statement, it should furnish a
letter, at the time of such
request, acknowledging that
should the Commission or the staff, acting pursuant to delegated
authority, declare the
filing effective, it does not foreclose the Commission from taking any
action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated
authority, in
declaring the filing effective, does not relieve the company from its
full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as defense in any proceeding
initiated by the
Commission or any person under the federal securities laws of the United
States.
In addition, please be advised that the Division of Enforcement has
access to all
information you provide to the staff of the Division of Corporation Finance in
connection with
our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective
date of the registration
statement as a confirmation of the fact that those requesting acceleration are
aware of their
respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of
1934 as they relate to the proposed public offering of the securities specified
in the above
registration statement. We will act on the request and, pursuant to delegated
authority, grant
acceleration of the effective date.
Legacy Ming Ltd.
January 16, 2007
Page 6
We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a
registration statement. Please allow adequate time after the filing of any
amendment for further
review before submitting a request for acceleration. Please provide this
request at least two
business days in advance of the requested effective date.
Direct any questions on accounting matters to David Irving at
202-551-3321, or to Hugh
West, Accounting Branch Chief, at 202-551-3872. Please direct any other
questions to David
Lyon at 202-551-3421, or to me at 202-551-3421.
Sincerely,
Michael Clampitt
Staff Attorney
By fax: Penny Green
Fax number 604-732-4804