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                             January 6, 2021

       James S. Byrd, Jr.
       Chairman, CEO, Co-CFO and Co-CAO
       Legion Capital Corp
       301 E. Pine St, Suite 850
       Orlando, FL 32801

                                                        Re: Legion Capital Corp
                                                            Amendment No. 2 to
Form 1-A
                                                            Filed December 21,
2020
                                                            File No. 024-11332

       Dear Mr. Byrd:

             We have reviewed your amended registration 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 registration
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 registration 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 4, 2020 letter.

       Form 1-A/A filed December 21, 2020

       Part I. Item 1.
       Outstanding Securities
       Common Equity Units Name of Trading Center or Quotation Medium, page I-4

   1.                                                   We note your disclosure
here of "none" has not been updated to reflect revised disclosure
                                                        that your common stock
began trading on December 7, 2020 on the OTCQX. Please
                                                        update or advise.
       The Offering, page II-4

   2.                                                   We note your response
to comment 3. Please clarify the aggregate value of your
                                                        outstanding notes and
bonds.
 James S. Byrd, Jr.
Legion Capital Corp
January 6, 2021
Page 2
Executive Compensation, page II-38

3.       Please update to include 2020 compensation disclosure. Please also
update to December
         31, 2020 the disclosures under Certain Relationships and Related Party
Transactions on
         page 39 and Security Ownership of Certain Beneficial Owners and
Management on page
         40.
Description of Securities, page II-41

4.       Noting new disclosures that as of December 7, 2020 your stock is
publicly traded on the
         OTCQX marketplace under the ticker symbol LGCP, please update here and
on pages 3,
         17 and 42 to reconcile or explain the statements of "no public market"
and "prior to this
         offering, there has not been a public market for our common stock,"
Please advise, with a
         view towards revised disclosure, whether the trading price will be
considered by the
         Board in setting the offering price. For clarity and balance, disclose
here and on the cover
         page the trading price as of a recent date or advise.
       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 Donald Field at 202-551-3680 with
any other
questions.



FirstName LastNameJames S. Byrd, Jr.                           Sincerely,
Comapany NameLegion Capital Corp
                                                               Division of
Corporation Finance
January 6, 2021 Page 2                                         Office of
Finance
FirstName LastName