January 9, 2020
James Byrd, Jr.
Chairman, Chief Executive Officer
Legion Capital Corp.
301 E. Pine St, Suite 850
Orlando, FL 32801
Re: Legion Capital Corp.
Amendment No. 1 to Offering Statement on Form 1-A
Filed December 31, 2019
File No. 024-11123
Dear Mr. Byrd:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our December 20,
2019 letter.
Form 1-A/A Filed December 31, 2019
General
1. We note in several responses to our comments you indicate that you will
file an amended
offering statement with the Form 1-K with revised presentation and
disclosure. We also
note you provide interim financial statements as of June 30, 2019 in Form
1-SA filed on
November 19, 2019. Please revise your Form 1-A to include revised
December 31, 2018
comparative financial statements along with an updated audit opinion as
necessary, and
also include interim June 30, 2019 financial statements consistent with
the guidance in
paragraphs (a)(1), (b)(3)-(4) and (b)(5)(i) of Part F/S of Form 1-A.
James Byrd, Jr.
FirstName LastNameJames Byrd, Jr.
Legion Capital Corp.
Comapany2020
January 9, NameLegion Capital Corp.
Page 2
January 9, 2020 Page 2
FirstName LastName
The Bonds, page i
2. We note the revised disclosure in response to comment 17 that you have
an automatic
rollover provision associated with the offered securities. Please
revise to disclose on the
cover page and disclose how purchasers must advise the Company that
they do not want
to rollover the Bond and the timing and method of informing the
Company.
3. Please also add an appropriate Risk Factor for the associated risks
that all offers and sales
of securities pursuant to the rollover provision must be registered
with the Commission or
qualify for an exemption from the registration requirements.
Note 5: Business Loans Receivable, page F-12
4. We note your response to comment 34. Please note that the information
required by ASC
310-10-50-11B(c) is required to be disclosed by portfolio segment.
Given your disclosure
on page F-8 that your portfolio segments are real estate and
transportation please revise to
provide a roll forward of your allowance for loans losses by portfolio
segment for each
period presented.
5. We note your response to comment 37. Please note that the information
required by ASC
310-10-55-9 is required to be disclosed by portfolio segment. Given
your disclosure on
page F-8 that your portfolio segments are real estate and
transportation please revise to
provide an age analysis of past due loans receivable by portfolio
segment at each period
end.
Note 15: Acquisitions, page F-17
6. We note your response to comment 49 and your disclosure on page F-17
that the
acquisition of Dorman Willis Motors, Inc. caused retained earnings
to decrease by
$696,768. Please provide us a summary of the accounting for the
acquisition that details
how the acquisition caused a reduction in retained earnings and tell
us where the reduction
is presented in the Statement of Changes in Shareholders' Equity.
You may contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or Michael Clampitt at 202-551-3434
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance