LGCP / Legion Capital Corporation - Документы SEC, Годовой отчет, Доверенное заявление

Легион Кэпитал Корпорейшн
US ˙ OTCPK

Основная статистика
CIK 1661166
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Legion Capital Corporation
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
April 3, 2025 1-A-W

LEGION CAPITAL CORPORATION 301 E PINE STREET, SUITE 850 ORLANDO, FL 32801

LEGION CAPITAL CORPORATION 301 E PINE STREET, SUITE 850 ORLANDO, FL 32801 407-464-5427 April 3, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

January 17, 2025 EX1A-2A CHARTER

(Requestor's Name) (Ad dress) (Address) (City/State/Zip/Phone #) PICK - UP WAIT Certified Copies (Business Entity Name) (Oocument Number) Certificates of Statvs Special Instructions to Filing Officer: Office Use Only MAIL 100433980891 COS‘k R I. Ł:”l

Exhibit 2.4 (Requestor's Name) (Ad dress) (Address) (City/State/Zip/Phone #) PICK - UP WAIT Certified Copies (Business Entity Name) (Oocument Number) Certificates of Statvs Special Instructions to Filing Officer: Office Use Only MAIL 100433980891 COS‘k R I. Ł:”l”l”$J k II G000003 J I* The cncIo.scd article.r o/Amønde/enr and fee arc .submitted f‹›r filing. ’01 fi. Pine Sirccl. Suite 850 Orlando. F

January 17, 2025 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated June 10, 2024 relating to the December 31, 2023 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the heading “Expe

January 17, 2025 PART II AND III

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Subject to Completion, dated January 17, 2025 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION a Florida corporation 301 E. PIN

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

January 17, 2025 EX1A-4 SUBS AGMT

Reg A+ Subscription Agreement Series A - 1 Principal Signature Required Make Checks Payable to: "STC as Escrow Agent for Legion Capital A - 1" OR Wire funds using the instructions below Submit to: [email protected] OR mail to: Securities Tr

Exhibit 4.1 Reg A+ Subscription Agreement Series A - 1 Principal Signature Required Make Checks Payable to: "STC as Escrow Agent for Legion Capital A - 1" OR Wire funds using the instructions below Submit to: [email protected] OR mail to: Securities Transfer Corporation Attn: Janet Stackhouse 2901 Dallas Parkway, Suite 380 Plano, TX 75093 Phone: 469 - 633 - 0101 Wire Instructions STC as

January 17, 2025 EX1A-4 SUBS AGMT

FORM OF LEGION BOND

Exhibit 4.4 FORM OF LEGION BOND THIS LEGION BOND (THE “BOND”) OF LEGION CAPITAL CORPORATION (THE “COMPANY”) IS SUBJECT TO THE TERMS OF THE INDENTURE, WHICH AMONG OTHER PROVISIONS, CONTAINS REQUIREMENTS RELATING TO ANY TRANSFER OF THIS BOND BY THE HOLDER, INCLUDING THE PRIOR CONSENT OF THE COMPANY TO ANY SUCH TRANSFER. THE INDENTURE HAS BEEN FILED AS AN EXHIBIT TO THE COMPANY’S ON FORM 1/A FILED WI

January 17, 2025 EX1A-2A CHARTER

FILEO (Requestor's Name) (Address) (Address) (City/State/Zip/Phone #) Cert if ed Copies Certificates of Status WAIT (Business Entity Name) (Document Number) Special Inst actions to Filing Officer. J DENNIS Office Use Only MAIL 600402883386 TO: A inc

Exhibit 2.2 FILEO (Requestor's Name) (Address) (Address) (City/State/Zip/Phone #) Cert if ed Copies Certificates of Status WAIT (Business Entity Name) (Document Number) Special Inst actions to Filing Officer. J DENNIS Office Use Only MAIL 600402883386 TO: A inc ndine rit Sect ion Div isinn ti1 C tirpora tions cov r.a i.ETTER CAM E ¢JF COkPURATlfJN Lc¿vi‹›n Capila I Cumor:it ion nocu rxT u S BER: I

January 17, 2025 EX1A-12 OPN CNSL

Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 212-7966

Exhibit 12.1 Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 212-7966 Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation.(the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities A

December 18, 2024 PART II

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2023 Legion Capital Corporation (Exact name of issuer as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2023 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Or

December 18, 2024 EX1K-11 CONSENT

CONSENT OF INDEPENDENT ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT ACCOUNTING FIRM We hereby consent to the inclusion of our Auditor’s Report, dated June 10, 2024 on the consolidated financial statements of Legion Capital Corporation for the year ended December 31, 2023, in the Legion Capital Corporation Annual Report on Form 1-K/A Amendment No. 1. Tampa, Florida December 17, 2024

October 15, 2024 1-A-W

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE 850 ORLANDO, FL. 32801 FILE NO. 024-12262

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE 850 ORLANDO, FL. 32801 FILE NO. 024-12262 October 11, 2024 Notice of Withdrawal of Form 1-A POS Legion Capital Corporation hereby gives Notice of Withdrawal of its Form 1-A POS filed on June 21, 2024. Legion Capital Corporation By : /s/ Paul Carrazone Paul Carrazone President and Chief Executive Officer

September 24, 2024 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2024 Legion Capital Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A or SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2024 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 State or other jurisdiction of incorporation or organization (I.R.S. Emp

June 21, 2024 EX1A-12 OPN CNSL

Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 588-9007

Exhibit 12.1 Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 588-9007 Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation.(the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities A

June 21, 2024 1-A-W

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE 850 ORLANDO, FL. 32801 FILE NO. 024-12262

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE 850 ORLANDO, FL. 32801 FILE NO. 024-12262 June 21, 2024 Notice of Withdrawal of Form 1-/AA Legion Capital Corporation hereby gives Notice of Withdrawal of its Form 1/AA filed on June 20, 2024. The Form 1-A/A was filed in error and is hereby withdrawn. Legion Capital Corporation By : /s/ Paul Carrazone Paul Carrazone President and Chief Executive Offi

June 21, 2024 PART II AND III

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 1 FORM 1-A DATED JUNE 22, 2023 This Form 1-A POS NO.1 is filed for the purpose of updating certain company and financial information as well as a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 1 TO FORM 1-A DATED JUNE 22, 2023 This Form 1-A POS NO.1 is filed for the purpose of updating certain company and financial information as well as adjust the interest rates on our Bonds and the stated dividend rate on our Redeemable Preferred Stock Shares offered hereunder REGULATION A OFFERING

June 21, 2024 EX1A-11 CONSENT

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A/A filed by Legion Capital Corporation and Subsidiaries of our report dated June 10, 2024 relating to the December 31, 2023 and 2022 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the heading “Expe

June 20, 2024 EX1A-12 OPN CNSL

Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 588-9007

Exhibit 12.1 Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 588-9007 Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation.(the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities A

June 20, 2024 EX1A-11 CONSENT

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A/A filed by Legion Capital Corporation and Subsidiaries of our report dated June 10, 2024 relating to the December 31, 2023 and 2022 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the heading “Expe

June 20, 2024 PART II AND III

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) LEGION CAPITAL CORPORATION Maximum combined offering of $75,000,000 consisting of Series A-1 Corporate B

June 11, 2024 EX1K-11 CONSENT

CONSENT OF INDEPENDENT ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT ACCOUNTING FIRM We hereby consent to the inclusion of our Auditor’s Report, dated June 10, 2024 on the consolidated financial statements of Legion Capital Corporation for the year ended December 31, 2023, in the Legion Capital Corporation Annual Report on Form 1-K. Tampa, Florida June 10, 2024

June 11, 2024 PART II

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2023 Legion Capital Corporation (Exact name of issuer as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2023 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Orlando, Fl 32801 (A

September 12, 2023 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2023 Legion Capital Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A or SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2023 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 State or other jurisdiction of incorporation or organization (I.R.S. Emp

June 16, 2023 CORRESP

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 June 15, 2023

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 June 15, 2023 Mr. John Stickel Ms. Susan Block United States Securities and Exchange Commission Washington, DC Re: Legion Capital Corp Offering Statement on Form 1-A Filed May 25, 2023 File No. 024-12262 Re: Request for Qualification of Form 1-A, originally filed May 25, 2023 as amended by Form 1-AA on June 15, 2023. Dear Mr.

June 15, 2023 CORRESP

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 June 15, 2023

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 June 15, 2023 Mr. John Stickel Ms. Susan Block United States Securities and Exchange Commission Washington, DC Re: Legion Capital Corp Offering Statement on Form 1-A Filed May 25, 2023 File No. 024-12262 Dear Mr. Stickel and Ms. Block, Legion Capital is in receipt of your Comment Letter dated June 14, 2023 and responds to same

June 15, 2023 PART II AND III

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) LEGION CAPITAL CORPORATION Maximum combined offering of $75,000,000 consisting of Series A-1 Corporate B

June 15, 2023 EX1A-12 OPN CNSL

Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 588-9007

Exhibit 12.1 Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 588-9007 Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation.(the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities A

June 15, 2023 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 15, 2023 relating to the December 31, 2022 and 2021 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the headi

May 25, 2023 EX1A-12 OPN CNSL

Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 588-9007

Exhibit 12.1 Byrd Law Group 3762 Roscommon Dr., Ste. 137 Ormond Beach, Fl. 32174 (407) 588-9007 Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation.(the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities A

May 25, 2023 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 15, 2023 relating to the December 31, 2022 and 2021 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the headi

May 25, 2023 PART II AND III

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) LEGION CAPITAL CORPORATION Maximum combined offering of $75,000,000 consisting of Series A-1 Corporate Bon

May 17, 2023 PART II

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2022 Legion Capital Corporation (Exact name of issuer as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2022 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Orlando, Fl 32801 (A

May 17, 2023 EX1K-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion of our Auditor’s Report, dated May 15, 2023 on the consolidated financial statements of Legion Capital Corporation for the year then ended December 31, 2022, in the Legion Capital Corporation Annual Report on Form 1-K, and to the reference to us under the heading “Experts” in the Annual Report

September 8, 2022 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2022 Legion Capital Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A or SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2022 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 State or other jurisdiction of incorporation or organization (I.R.S. Emp

July 6, 2022 CORRESP

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 July 6, 2022

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 July 6, 2022 Mr. John Stickel Mr. J. Nolan McWilliams United States Securities and Exchange Commission Washington, DC Re: Legion Capital Corporation Post Qualification Amendment No. 10 to Form 1-A Filed June 21, 2022 File No. 024-11123 Dear Messrs. Stickel and McWilliams, Legion Capital is in receipt of your Comment Letter dat

June 21, 2022 PART II AND III

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 10 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 10 TO FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801 Telephone: 407-986-4234

June 21, 2022 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 10 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated June 15, 2022 relating to the December 31, 2021 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualification

June 16, 2022 PART II

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2021 Legion Capital Corporation (Exact name of issuer as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2021 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Orlando, Fl 32801 (A

December 15, 2021 PART II AND III

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 9 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 9 TO FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801 Telephone: 888-993-5346

December 15, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 9 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 5, 2021 relating to the December 31, 2020 and 2019 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualific

September 29, 2021 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2021 Legion Capital Corpora

1-SA 1 ea147937-1salegioncapital.htm SEMIANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A or SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2021 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 State or other ju

June 2, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 8 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 5, 2021 relating to the December 31, 2020 and 2019 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualific

June 2, 2021 PART II AND III

Explanatory Note

PART II AND III 2 ea142068-1aposa8legioncap.htm OFFERING CIRCULAR Explanatory Note This Post-Qualification Offering Circular Amendment No.8 (this “POS No. 8”) amends the offering circular of Legion Capital Corporation, a Florida corporation (the “Company,” “we”, “us”, or “our”), originally qualified on February 26, 2020, re-qualified on May 18, 2020 and on June 11, 2020, by order of the Securities

May 24, 2021 PART II AND III

Explanatory Note

Explanatory Note This Post-Qualification Offering Circular Amendment No.7 (this “POS No. 7”) amends the offering circular of Legion Capital Corporation, a Florida corporation (the “Company,” “we”, “us”, or “our”), originally qualified on February 26, 2020, re-qualified on May 18, 2020 and on June 11, 2020, by order of the Securities and Exchange Commission (the “Commission”). This Offering Circula

May 24, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 7 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 5, 2021 relating to the December 31, 2020 and 2019 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualific

May 7, 2021 PART II

- ANNUAL REPORT PURSUANT TO REGULATION A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2020 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Orlando, Fl 32801 (A

March 23, 2021 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 March 23, 2021 REQUEST FOR QUALIFICATION

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 March 23, 2021 REQUEST FOR QUALIFICATION Ms. Jessica Livingston Re: Legion Capital Corporation Form 1-A POS #6 filing – Request for Qualification File No. 024-11123 Dear Ms. Livingston, On behalf of Legion Capital Corporation (the “Company”), I hereby request qualification of the above-referenced offering statem

March 5, 2021 EX1A-4 SUBS AGMT

- CERTIFICATE OF DESIGNATIONS FOR THE SERIES A REDEEMABLE PREFERRED STOCK

EX1A-4 SUBS AGMT 3 ea137055ex4-2legioncap.htm CERTIFICATE OF DESIGNATIONS FOR THE SERIES A REDEEMABLE PREFERRED STOCK Exhibit 4.2 CERTIFICATE OF DESIGNATION OF THE SERIES A REDEEMABLE PREFERRED STOCK OF LEGION CAPITAL CORPORATION The undersigned, a duly authorized officer of Legion Capital Corporation, a Florida corporation (the “Company”), in accordance with the provisions of Section 607.0602 of

March 5, 2021 EX1A-11 CONSENT

- CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 6 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualifi

March 5, 2021 PART II AND III

- OFFERING CIRCULAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 6 TO FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801 Telephone: 888-993-5346

March 5, 2021 CORRESP

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 March 5, 2021 Response Letter

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 March 5, 2021 Response Letter Ms. Jessica Livingston Division of Corporate Finance Securities and Exchange Commission Washington D.C Re: Legion Capital Corporation Form 1-A Post Qualification Amendment No. 4 File No. 024-11123 Dear Ms. Livingston, In response to your oral comments delivered by telephone on March 4, 2021, we fi

February 22, 2021 EX1A-4 SUBS AGMT

- CERTIFICATE OF DESIGNATIONS FOR THE SERIES A REDEEMABLE PREFERRED STOCK

EX1A-4 SUBS AGMT 3 ea136001ex4-2legioncap.htm CERTIFICATE OF DESIGNATIONS FOR THE SERIES A REDEEMABLE PREFERRED STOCK Exhibit 4.2 CERTIFICATE OF DESIGNATION OF THE SERIES A REDEEMABLE PREFERRED STOCK OF LEGION CAPITAL CORPORATION The undersigned, a duly authorized officer of Legion Capital Corporation, a Florida corporation (the “Company”), in accordance with the provisions of Section 607.0602 of

February 22, 2021 PART II AND III

- OFFERING CIRCULAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 5 TO FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801 Telephone: 888-993-5346

February 22, 2021 EX1A-11 CONSENT

- CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 5 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualifi

February 22, 2021 CORRESP

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 Response Letter

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 Response Letter Ms. Jessica Livingston Division of Corporate Finance Securities and Exchange Commission Washington D.C Re: Legion Capital Corporation Form 1-A Post Qualification Amendment No. 4 File No. 024-11123 Dear Ms. Livingston, In response to your oral comments delivered on our telephone call last week, we filed an Amend

February 11, 2021 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 11, 2021 WITHDRAWAL OF REQUEST FOR QUALIFICATION

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 11, 2021 WITHDRAWAL OF REQUEST FOR QUALIFICATION Ms. Jessica Livingston Mr. Michael Clampitt Mr. Michael Volley Mr. Amit Pande Re: Legion Capital Corporation Form 1-A filing – Request for Qualification File No. 024-11123 Dear Ms. and Messrs. Livingston, Clampitt, Volley and Pande, On behalf of Legion Ca

February 11, 2021 CORRESP

-

CORRESP 1 filename1.htm Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 11, 2021 REQUEST FOR QUALIFICATION Ms. Jessica Livingston Mr. Donald Field Mr. Michael Volley Mr. Amit Pande Re: Legion Capital Corporation – Form 1-A File No: 024-11332 Dear Ms. and Messrs. Livingston, Field, Volley and Pande, On behalf of Legion Capital Corporation (the “Compan

February 10, 2021 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 10, 2021 REQUEST FOR QUALIFICATION

CORRESP 1 filename1.htm Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 10, 2021 REQUEST FOR QUALIFICATION Ms. Jessica Livingston Mr. Michael Clampitt Mr. Michael Volley Mr. Amit Pande Re: Legion Capital Corporation Form 1-A filing – Request for Qualification File No. 024-11123 Dear Ms. and Messrs. Livingston, Clampitt, Volley and Pande, On behalf of

February 5, 2021 EX1A-11 CONSENT

- CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A/A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the hea

February 5, 2021 EX1A-12 OPN CNSL

- LEGAL OPINION

EXHIBIT 12.1 JAMES S. BYRD, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7850 February 5, 2021 Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation (the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing

February 5, 2021 PART II AND III

- AMENDMENT NO. 4 TO FORM 1-A

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

February 3, 2021 EX1A-11 CONSENT

- CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 4 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualifi

February 3, 2021 EX1A-4 SUBS AGMT

- CERTIFICATE OF DESIGNATIONS FOR THE SERIES A REDEEMABLE PREFERRED STOCK

Exhibit 4.2 CERTIFICATE OF DESIGNATION OF THE SERIES A REDEEMABLE PREFERRED STOCK OF LEGION CAPITAL CORPORATION The undersigned, a duly authorized officer of Legion Capital Corporation, a Florida corporation (the “Company”), in accordance with the provisions of Section 607.0602 of the Florida Business Corporation Act, does hereby certify that the following resolution was duly adopted by the Board

February 3, 2021 EX1A-4 SUBS AGMT

- FORM OF BOND

Exhibit 4.3 FORM OF LEGIONBOND THIS LEGION BOND (THE “BOND”) OF LEGION CAPITAL CORPORATION. (THE “COMPANY”) IS SUBJECT TO THE TERMS OF THE INDENTURE, WHICH AMONG OTHER PROVISIONS, CONTAINS REQUIREMENTS RELATING TO ANY TRANSFER OF THIS BOND BY THE HOLDER, INCLUDING THE PRIOR CONSENT OF THE COMPANY TO ANY SUCH TRANSFER. THE INDENTURE HAS BEEN FILED AS AN EXHIBIT TO THE COMPANY’S ON FORM 1/A-A FILED

February 3, 2021 EX1A-6 MAT CTRCT

- FORM OF INDENTURE

Exhibit 6.2 LEGION CAPITAL CORPORATION a Florida Corporation AND UMB Bank, N.A. Trustee INDENTURE Dated as of May 28, 2020 Debt Securities i TABLE OF CONTENTS(1) ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions of Terms 1 Section 1.02 Rules of Construction. 5 Section 1.03 Form of Documents Delivered to Trustee 5 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXEC

February 3, 2021 PART II AND III

- OFFERING CIRCULAR

PART II AND III 2 ea134565-1aposa4legioncap.htm OFFERING CIRCULAR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 4 TO FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 30

January 11, 2021 CORRESP

-

CORRESP 1 filename1.htm LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 January 11, 2021 Mr. Michael Volley Mr. Amit Pande Ms. Jessica Livingston Mr. Donald Field Division of Corporation Finance Securities and Exchange Commission Washington, D.C. Re: Legion Capital Corporation – Form 1-A File No: 024-11332 Dear Messrs. Volley, Pande, Field and Ms. Livingston, We are in rece

January 11, 2021 EX1A-11 CONSENT

- CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A/A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the hea

January 11, 2021 EX1A-12 OPN CNSL

- LEGAL OPINION

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7850 January 11, 2021 Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation (the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing

January 11, 2021 PART II AND III

- AMENDMENT NO. 3 TO FORM 1-A

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

December 21, 2020 CORRESP

-

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 December 21, 2020 Mr. Michael Volley Mr. Amit Pande Ms. Jessica Livingston Mr. Donald Field Division of Corporation Finance Securities and Exchange Commission Washington, D.C. Re: Legion Capital Corporation – Form 1-A File No: 024-11332 Dear Messrs. Volley, Pande, Field and Ms. Livingston, We are in receipt of your Comment Let

December 21, 2020 EX1A-12 OPN CNSL

- LEGAL OPINION

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7850 December 21, 2020 Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation (the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing

December 21, 2020 PART II AND III

- AMENDMENT NO. 2 TO FORM 1-A

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

December 21, 2020 EX1A-11 CONSENT

- CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A/A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the hea

November 18, 2020 CORRESP

-

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 November 18, 2020 Mr. Michael Volley Mr. Amit Pande Ms. Jessica Livingston Mr. Donald Field Division of Corporation Finance Securities and Exchange Commission Washington, D.C. Re: Legion Capital Corporation ? Form 1-A File No: 024-11332 Dear Messrs. Volley, Pande, Field and Ms. Livingston, We are in receipt of your Comment Let

November 16, 2020 EX1A-11 CONSENT

- CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A/A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the hea

November 16, 2020 EX1A-12 OPN CNSL

- LEGAL OPINION

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7850 November 16, 2020 Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation (the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing

November 16, 2020 PART II AND III

- AMENDMENT NO. 1 TO FORM 1-A

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

October 2, 2020 PART II AND III

- OFFERING CIRCULAR

The information in this preliminary prospectus is not complete and may be changed.

October 2, 2020 EX1A-11 CONSENT

Consent of Independent Registered Accounting Firm.*

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this filing, and to the reference to us under the headi

September 16, 2020 1-SA

- SEMIANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A or SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2020 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 State or other jurisdiction of incorporation or organization (I.R.S. Emp

July 8, 2020 253G4

- FORM 253G4

Filed Pursuant to Rule 253(g)(4) File No. 024-11123 Offering Circular dated June 11, 2020 LEGION CAPITAL CORPORATION Maximum combined offering of $40,000,000 consisting of Series A Corporate Bonds and Series A Redeemable Preferred Stock Legion Capital Corporation (“Legion,” or the “Company”) is offering a combined maximum amount of $40,000,000 of Series A Corporate Bonds (“Bonds”) and Series A Red

June 9, 2020 CORRESP

-

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 June 9, 2020 REQUEST FOR QUALIFICATION Mr. Nolan McWilliams Mr. Justin Dobbie Mr. Michael Volley Mr. Amit Pande Re: Legion Capital Corporation Form 1-A Post Qualification Amendment No. 3 - Request for Qualification File No. 024-11123 Dear Messrs. McWilliams, Dobbie, Volley and Pande, On behalf of Legion Capital

May 29, 2020 PART II AND III

- OFFERING CIRCULAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 3 TO FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801 Telephone: 888-993-5346

May 29, 2020 EX1A-11 CONSENT

Consent of Independent Registered Accounting Firm.*

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 3 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualifi

May 29, 2020 EX1A-4 SUBS AGMT

Form of Bond*

Exhibit 4.3 FORM OF LEGIONBOND THIS LEGION BOND (THE “BOND”) OF LEGION CAPITAL CORPORATION. (THE “COMPANY”) IS SUBJECT TO THE TERMS OF THE INDENTURE, WHICH AMONG OTHER PROVISIONS, CONTAINS REQUIREMENTS RELATING TO ANY TRANSFER OF THIS BOND BY THE HOLDER, INCLUDING THE PRIOR CONSENT OF THE COMPANY TO ANY SUCH TRANSFER. THE INDENTURE HAS BEEN FILED AS AN EXHIBIT TO THE COMPANY’S ON FORM 1/A-A FILED

May 29, 2020 EX1A-4 SUBS AGMT

Certificate of Designations for the Series A Redeemable Preferred Stock*

Exhibit 4.2 CERTIFICATE OF DESIGNATION OF THE SERIES A REDEEMABLE PREFERRED STOCK OF LEGION CAPITAL CORPORATION The undersigned, a duly authorized officer of Legion Capital Corporation, a Florida corporation (the “Company”), in accordance with the provisions of Section 607.0602 of the Florida Business Corporation Act, does hereby certify that the following resolution was duly adopted by the Board

May 29, 2020 EX1A-6 MAT CTRCT

Form of Indenture*

Exhibit 6.2 LEGION CAPITAL CORPORATION a Florida Corporation AND UMB Bank, N.A. Trustee INDENTURE Dated as of May 28, 2020 Debt Securities i TABLE OF CONTENTS(1) ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions of Terms 1 Section 1.02 Rules of Construction. 5 Section 1.03 Form of Documents Delivered to Trustee 5 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXEC

May 14, 2020 CORRESP

-

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 May 14, 2020 REQUEST FOR QUALIFICATION Mr. J. Nolan McWilliams Mr. Justin Dobbie Mr. Michael Volley Mr. Amit Pande Re: Legion Capital Corporation Form 1-A Post Qualification Amendment No. 2 - Request for Qualification File No. 024-11123 Dear Messrs. McWilliams, Dobbie, Volley and Pande, On behalf of Legion Capit

May 14, 2020 EX1A-11 CONSENT

Consent of Independent Registered Accounting Firm.*

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this post qualification amendment No. 2 to Form 1-A filed by Legion Capital Corporation and Subsidiaries of our report dated May 11, 2020 relating to the December 31, 2019 and 2018 consolidated financial statements of Legion Capital Corporation and Subsidiaries appearing in this Post Qualifi

May 14, 2020 PART II AND III

- OFFERING CIRCULAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 2 TO FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801 Telephone: 888-993-5346

May 14, 2020 EX1A-6 MAT CTRCT

Amendment No. 1 to Managing Broker Dealer Agreement by and between the Company and Sequence Financial Specialists, LLC, dated May 13, 2020*

Exhibit 6.2 Amendment No. 1 to Managing Broker Dealer Agreement May 13, 2020 Reference is made to the Managing Broker Dealer Agreement, dated March 13, 2020, (the “MBD Agreement”), by and between Sequence Financial Specialists LLC (“SFS”) and Legion Capital Corporation (the “Company”). All capitalized terms used in this Amendment No. 1 to the MBD Agreement (this “Amendment”) and not otherwise defi

May 13, 2020 PART II

- ANNUAL REPORT PURSUANT TO REGULATION A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2019 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Orlando, Fl 32801 (A

March 20, 2020 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amended Offering Statement on Form 1-A POS filed by Legion Capital Corporation, LLC of our report dated October 17, 2019 relating to the December 31, 2018 and 2017 consolidated financial statements of Legion Capital Corporation, LLC and Subsidiaries appearing in this Amended Offering St

March 20, 2020 EX1A-6 MAT CTRCT

Managing Broker Dealer Agreement by and between the Company and Sequence Financial Specialists, LLC, dated as of March 13, 2020. Previously filed with Post Qualification Amendment No. 1 to Form 1-A (File No. 024-11123) filed on March 20, 2020.

Exhibit 6.1 MANAGING BROKER DEALER AGREEMENT This Agreement (the ?Agreement?) is entered into on March 13, 2020, by and between LEGION CAPITAL CORPORATION, a Florida corporation (the ?Company?), and SEQUENCE FINANCIAL SPECIALISTS LLC, a [South Carolina] limited liability company (the ?Managing Broker-Dealer?), regarding the offering and sale (the ?Offering?) of up to $40,000,000 of Corporate Bonds

March 20, 2020 PART II AND III

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 1 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST QUALIFICATION AMENDMENT NO. 1 TO FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 LEGION CAPITAL CORPORATION (Exact name of issuer as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801 Telephone: 888-993-5346

March 20, 2020 EX1A-4 SUBS AGMT

Subscription Agreement Previously filed with Post Qualification Amendment No. 1 to Form 1-A (File No. 024-11123) filed on March 20, 2020.

Exhibit 4.1 SUBSCRIPTION AGREEMENT This subscription agreement (this ?Subscription Agreement? or the ?Agreement?) is entered into by and between LEGION CAPITAL CORPORATION, a Florida corporation (hereinafter the ?Company?) and the undersigned (hereinafter the ?Investor?) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in

February 21, 2020 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 21, 2020

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 21, 2020 Ms. Jessica Livingston Mr. Michael Clampitt Mr. Michael Volley Mr. Amit Pande Re: Legion Capital Corporation Form 1-A filing ? Request for Qualification File# 024-10638 Dear Ms. and Messrs. Livingston, Clampitt, Volley and Pande On behalf of Legion Capital Corporation (the ?Company?), I hereby

February 21, 2020 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 21, 2020 AMENDED REQUEST FOR QUALIFICATION

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 February 21, 2020 AMENDED REQUEST FOR QUALIFICATION Ms. Jessica Livingston Mr. Michael Clampitt Mr. Michael Volley Mr. Amit Pande Re: Legion Capital Corporation Form 1-A filing – Request for Qualification File No. 024-11123 Dear Ms. and Messrs. Livingston, Clampitt, Volley and Pande, On behalf of Legion Capital

February 19, 2020 CORRESP

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 February 19, 2020

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 February 19, 2020 Division of Corporation Finance Office of Finance Securities and Exchange Commission Washington D.C. Legion Capital Corp. SEC Comment Letter dated February 19, 2020. File No. 024-11123 Dear Ms. Livingston and Messrs. Volley, Pande and Clampitt, We have received your comment letter dated February 19, 2020 in t

February 19, 2020 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amended Offering Statement on Form 1-A/A filed by Legion Capital Corporation, LLC of our report dated October 17, 2019 relating to the December 31, 2018 and 2017 consolidated financial statements of Legion Capital Corporation, LLC and Subsidiaries appearing in this Amended Offering Stat

February 19, 2020 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated February 19 , 2020 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlan

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

February 18, 2020 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amended Offering Statement on Form 1-A/A filed by Legion Capital Corporation, LLC of our report dated October 17, 2019 relating to the December 31, 2018 and 2017 consolidated financial statements of Legion Capital Corporation, LLC and Subsidiaries appearing in this Amended Offering Stat

February 18, 2020 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated February 18 , 2020 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlan

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

February 6, 2020 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amended Offering Statement on Form 1-A/A filed by Legion Capital Corporation, LLC of our report dated October 17, 2019 relating to the December 31, 2018 and 2017 consolidated financial statements of Legion Capital Corporation, LLC and Subsidiaries appearing in this Amended Offering Stat

February 6, 2020 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated February 6, 2020 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

January 30, 2020 PART II

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2018 Legion Capital Corporation (Exact name of issuer as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2018 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Or

January 28, 2020 CORRESP

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 January 28, 2020

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 January 28, 2020 Division of Corporation Finance Office of Finance Securities and Exchange Commission Washington D.C. Legion Capital Corp. SEC Comment Letter dated January 9, 2020. File No. 024-11123 Dear Ms. Livingston and Messrs. Volley, Pande and Clampitt, We have received your comment letter dated January 9, 2020 in the re

January 28, 2020 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated January 28, 2020 Legion Finance, LLC, a wholly owned subsidiary of Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

January 28, 2020 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amended Offering Statement on Form 1-A/A filed by Legion Capital Corporation, LLC of our report dated October 17, 2019 relating to the December 31, 2018 and 2017 consolidated financial statements of Legion Capital Corporation, LLC and Subsidiaries appearing in this Amended Offering Stat

December 31, 2019 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2019 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

December 31, 2019 CORRESP

2

December 31, 2019 James Byrd, Jr. Chairman, Chief Executive Officer Legion Capital Corp. 301 E. Pine St, Suite 850 Orlando, FL 32801 Re: Legion Capital Corp. Offering Statement on Form 1-A Filed November 27, 2019 File No. 024-11123 Dear Mr. Byrd: We have reviewed your offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we ma

December 31, 2019 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amended Offering Statement on Form 1-A filed by Legion Capital Corporation, LLC of our report dated October 17, 2019 relating to the December 31, 2018 and 2017 consolidated financial statements of Legion Capital Corporation, LLC and Subsidiaries appearing in this Amended Offering Statem

November 27, 2019 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Form 1-A filed by Legion Capital Corporation, LLC of our report dated October 17, 2019 relating to the December 31, 2018 and 2017 consolidated financial statements of Legion Capital Corporation, LLC and Subsidiaries appearing in this Registration Statement, and

November 27, 2019 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2019 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

November 19, 2019 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2019 Legion Capital Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ? SEMIANNUAL REPORT PURSUANT TO REGULATION A or ? SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2019 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 State or other jurisdiction of incorporation or organization (I.R.S.

October 18, 2019 PART II

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2018 Legion Capital Corporation (Exact name of issuer as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A For the Fiscal year ended December 31, 2018 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Orlando, Fl 32801 (A

November 13, 2018 1-A-W

November 13, 2018

November 13, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Legion Capital Corporation Offering Statement on Form 1-A File No. 024-10638 Ladies and Gentlemen: Pursuant to Rule 259 promulgated under the Securities Act of 1933, as amended, Legion Capital Corporation (the ?Company?) hereby requests that the U.S. Sec

October 2, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT AUDITORS

Exhibit 11.2 CONSENT OF INDEPENDENT AUDITORS We hereby give consent to the use of our independent auditors’ report dated September 4, 2018, on the combined financial statements of A.R. Bailey Homes, LLC and SDC of Florida, LLC as of December 31, 2017 and 2016 and for the years then ended, included in the Form 1-A POS filing for Legion Capital Corporation on October 2, 2018. /s/ Moss, Krusick & Ass

October 2, 2018 EX1A-12 OPN CNSL

BYRD LAW FIRM, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 September 14, 2018

Exhibit 12.1 BYRD LAW FIRM, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 September 14, 2018 Legion Capital Corporation 301 E. Pine St., Ste, 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen; We have acted as special counsel to Legion Capital Corporation (the ?Company?), a corporation incorporated under the laws of the State of Florida, in connection with the filing

October 2, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firm’s audit report dated April 30, 2018 in your Form 1-A POS filing for Legion Capital Corporation and Subsidiaries. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida October 2, 2018

October 2, 2018 PART II AND III

Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

September 28, 2018 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2018 Legion Capital Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ? SEMIANNUAL REPORT PURSUANT TO REGULATION A or ? SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2018 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 State or other jurisdiction of incorporation or organization (I.R.S.

September 14, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT AUDITORS

Exhibit 11.2 CONSENT OF INDEPENDENT AUDITORS We hereby give consent to the use of our independent auditors’ report dated September 4, 2018, on the combined financial statements of A.R. Bailey Homes, LLC and SDC of Florida, LLC as of December 31, 2017 and 2016 and for the years then ended, included in the Form 1-A POS filing for Legion Capital Corporation on September 14, 2018. /s/ Moss, Krusick &

September 14, 2018 PART II AND III

Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

September 14, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firm’s audit report dated April 30, 2018 in your Form 1-A POS filing for Legion Capital Corporation and Subsidiaries. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida September 14, 2018

September 14, 2018 EX1A-12 OPN CNSL

BYRD LAW FIRM, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 September 14, 2018

Exhibit 12.1 BYRD LAW FIRM, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 September 14, 2018 Legion Capital Corporation 301 E. Pine St., Ste, 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen; We have acted as special counsel to Legion Capital Corporation (the ?Company?), a corporation incorporated under the laws of the State of Florida, in connection with the filing

September 6, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT AUDITORS

Exhibit 11.2 CONSENT OF INDEPENDENT AUDITORS We hereby give consent to the use of our independent auditors’ report dated September 4, 2018, on the combined financial statements of A.R. Bailey Homes, LLC and SDC of Florida, LLC as of December 31, 2017 and 2016 and for the years then ended, included in the Form 1-A POS filing for Legion Capital Corporation on September 5, 2018. /s/ Moss, Krusick & A

September 6, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firm’s audit report dated April 30, 2018 in your Form 1-A POS filing for Legion Capital Corporation and Subsidiaries. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida September 6, 2018

September 6, 2018 PART II AND III

Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

July 31, 2018 EX1A-12 OPN CNSL

BYRD LAW FIRM, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 July 31, 2018

Exhibit 12.1 BYRD LAW FIRM, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 July 31, 2018 Legion Capital Corporation 301 E. Pine St., Ste, 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen; We have acted as special counsel to Legion Capital Corporation (the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing of th

July 31, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firm’s audit report dated April 30, 2018 in your Form 1-A POS filing for Legion Capital Corporation and Subsidiaries. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida July 31, 2018

July 31, 2018 PART II AND III

Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

July 30, 2018 EX1A-1 UNDR AGMT

LEGION CAPITAL CORPORATION Maximum: 1,500,000 Shares of Common Stock No par value per share SELLING AGENCY AGREEMENT

Exhibit 1.1 LEGION CAPITAL CORPORATION Maximum: 1,500,000 Shares of Common Stock No par value per share SELLING AGENCY AGREEMENT , 2018 Craft Capital Management, LLC 377 Oak Street, Suite 402 Garden City, NY 11530 Dear Ladies and Gentlemen: Legion Capital Corporation, a Florida corporation (the ?Company?), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (th

July 30, 2018 EX1A-12 OPN CNSL

BYRD LAW FIRM, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 July 30, 2018

Exhibit 12.1 BYRD LAW FIRM, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 July 30, 2018 Legion Capital Corporation 301 E. Pine St., Ste, 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen; We have acted as special counsel to Legion Capital Corporation (the ?Company?), a corporation incorporated under the laws of the State of Florida, in connection with the filing of th

July 30, 2018 PART II AND III

Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

July 30, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firm?s audit report dated April 30, 2018 in your Form 1-A POS filing for Legion Capital Corporation and Subsidiaries. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida July 30, 2018

July 9, 2018 EX1A-1 UNDR AGMT

LEGION CAPITAL CORPORATION Maximum: 2,000,000 Shares of Common Stock No par value per share SELLING AGENCY AGREEMENT

Exhibit 1.1 LEGION CAPITAL CORPORATION Maximum: 2,000,000 Shares of Common Stock No par value per share SELLING AGENCY AGREEMENT , 2018 Craft Capital Management, LLC 377 Oak Street, Suite 402 Garden City, NY 11530 Dear Ladies and Gentlemen: Legion Capital Corporation, a Florida corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (th

July 9, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firm’s audit report dated April 30, 2018 in your Form 1-A POS filing for Legion Capital Corporation and Subsidiaries. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida July 9, 2018

July 9, 2018 EX1A-6 MAT CTRCT

CONTRIBUTION AGREEMENT

Exhibit 6.1 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2017, by and between Legion Select Venture Fund, LLC, a Delaware limited liability company (“Transferor”), and Legion Select Holdings, LLC, a Florida limited liability company (the “Company”). Each of the foregoing parties may be referred to herein as a “£fil:!y” and collec

July 9, 2018 PART II AND III

Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando, FL 32801

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

July 9, 2018 EX1A-12 OPN CNSL

JAMES S. BYRD, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 July 9, 2018

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7792 July 9, 2018 Legion Capital Corporation 301 E. Pine St., Ste, 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen; We have acted as special counsel to Legion Capital Corporation (the ?Company?), a corporation incorporated under the laws of the State of Florida, in connection with the filing of the

July 9, 2018 EX1A-3 HLDRS RTS

Contribution Agreement, by and between Legion Select Venture Fund, LLC and Legion Select Holdings, LLC, dated November 30, 2017 (incorporated by reference to Exhibit 3.1 to Amendment No. 6 to the Company’s Offering Statement on Form 1-A (File No. 024-10638) filed on July 9, 2018).

Exhibit 3.1 LIMITED LIABILITY COMPANY AGREEMENT OF LEGION SELECT HOLDINGS, LLC November 30, 2017 THE LIMITED LIABILITY COMPANY INTERESTS EVIDENCED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THE INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT

May 23, 2018 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 May 23, 2018

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 May 23, 2018 Mr. Christopher Dunham, Staff Attorney Ms. Erin Martin, Special Counsel, Office of Financial Services Securities and Exchange Commission Re: Legion Capital Corporation Form 1-A filing ? Request for Qualification File# 024-10638 Dear Messrs. Dunham and Martin, On behalf of Legion Capital Corporation

May 15, 2018 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated ________, 2018 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 15, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firm’s audit report dated April 30, 2018 in your Form 1-A POS filing for Legion Capital Corporation and Subsidiaries. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida May 15, 2018

May 15, 2018 EX1A-6 MAT CTRCT

LEGION CAPITAL CORPORATION $5 million Regulation A+ Initial Public Offering of Stock SUBSCRIPTION AGREEMENT

Exhibit 6.1 LEGION CAPITAL CORPORATION $5 million Regulation A+ Initial Public Offering of Stock SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Agreement?) is dated as of 2018 between Legion Capital Corporation, a Florida corporation (?Company?) and , (?Purchaser?). WHEREAS, Company is in the process of selling 4 million shares (?Shares?) under an Initial Public Offering (?IPO?) shares

May 15, 2018 EX1A-12 OPN CNSL

JAMES S. BYRD, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7993 May 15, 2018

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7993 May 15, 2018 Legion Capital Corporation 301 E. Pine St., Ste, 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen; We have acted as special counsel to Legion Capital Corporation (the ?Company?), a corporation incorporated under the laws of the State of Florida, in connection with the filing of the

May 1, 2018 EX1A-12 OPN CNSL

JAMES S. BYRD, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7993 April 30, 2018

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7993 April 30, 2018 Legion Capital Corporation 301 E. Pine St., Ste, 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen; We have acted as special counsel to Legion Capital Corporation (the ?Company?), a corporation incorporated under the laws of the State of Florida, in connection with the filing of t

May 1, 2018 PART II

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A FOR THE SEMIANNUAL PERIOD ENDED: Legion Capital Corporation (Exact name of issuer as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A FOR THE SEMIANNUAL PERIOD ENDED: Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 301 E. Pine St. Suite: 850 Orlando, Fl 32801 (Address, inc

May 1, 2018 EX1K-6 MAT CTRCT

SUBSCRIPTION AGREEMENT (EQUITY SUB)

Exhibit 6.2

May 1, 2018 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated ________, 2018 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 850 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 1, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firm?s audit report dated April 30, 2018 in your Form 1-A POS filing for Legion Capital Corporation and Subsidiaries. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida April 30, 2018

May 1, 2018 EX1A-6 MAT CTRCT

LEGION CAPITAL CORPORATION $5 million Regulation A+ Initial Public Offering of Stock SUBSCRIPTION AGREEMENT

Exhibit 6.1 LEGION CAPITAL CORPORATION $5 million Regulation A+ Initial Public Offering of Stock SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is dated as of 2018 between Legion Capital Corporation, a Florida corporation (“Company”) and , (“Purchaser”). WHEREAS, Company is in the process of selling 4 million shares (“Shares”) under an Initial Public Offering (“IPO”) shares

April 30, 2018 CORRESP

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7993 April 30, 2018

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7993 April 30, 2018 Mr. Christopher Dunham, Staff Attorney Ms. Erin Martin, Special Counsel, Office of Financial Services Via email and Edgar filing: [email protected] Re: Legion Capital Corporation Form 1-A filing File# 024-10638 Dear Mr. Dunham and Ms. Martin, This firm represents Legion Capital Corporation

April 9, 2018 CORRESP

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7993 April 9, 2018

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7993 April 9, 2018 Mr. Christopher Dunham, Staff Attorney Ms. Erin Martin, Special Counsel, Office of Financial Services Via email and Edgar filing: [email protected] Re: Legion Capital Corporation Form 1-A filing File# 024-10638 Dear Mr. Dunham and Ms. Martin, This firm represents Legion Capital Corporation

March 16, 2018 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 16, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our Firm?s audit report dated March 17, 2017 in your Form 1-A POS filing for Legion Capital Corporation. /s/ Soles, Heyn & Company LLP Soles, Heyn & Company, LLP West Palm Beach, Florida March 15, 2018

March 15, 2018 CORRESP

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7993 March 15, 2018

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7993 March 15, 2018 Mr. Christopher Dunham, Staff Attorney Mr. Dietrich A. King, Special Counsel, Office of Financial Services Securities and Exchange Commission Via email and Edgar filing: [email protected] Re: Legion Capital Corporation Form 1-A filing File# 024-10638 Dear Mr. Dunham and Ms. Martin, This fi

February 26, 2018 EX1A-12 OPN CNSL

JAMES S. BYRD, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7993 February 26, 2018

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST, STE, 850 ORLANDO, FL 32801 (407) 567-7993 February 26, 2018 Legion Capital Corporation 301 E. Pine St., Ste, 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen; We have acted as special counsel to Legion Capital Corporation (the “Company”), a corporation incorporated under the laws of the State of Florida, in connection with the filing o

February 26, 2018 CORRESP

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7993 February 26, 2018

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7993 February 26, 2018 Mr. Christopher Dunham, Staff Attorney Mr. Dietrich A. King, Special Counsel, Office of Financial Services Securities and Exchange Commission Via email and Edgar filing: [email protected] Re: Legion Capital Corporation Form 1-A filing File# 024-10638 Dear Mr. Dunham and Ms. Martin, This

February 26, 2018 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

February 26, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our Firm’s audit report dated March 17, 2017 in your Form 1-A POS filing for Legion Capital Corporation. /s/ Soles, Heyn & Company LLP Soles, Heyn & Company, LLP West Palm Beach, Florida February 2, 2018

February 2, 2018 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

February 2, 2018 RW

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 February 2, 2018

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 February 2, 2018 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Christopher Dunham and Jessica Livingston RE: Legion Capital Corp Withdrawal of Post-effective Amendment No.1 to Offering Statement. Filed January 25, 2018 File Number 024-10708 Dear Mr. Dun

February 2, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our Firm’s audit report dated March 17, 2017 in your Form 1-A POS filing for Legion Capital Corporation. /s/ Soles, Heyn & Company LLP Soles, Heyn & Company, LLP West Palm Beach, Florida February 2, 2018

January 25, 2018 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our Firm’s audit report dated March 17, 2017 in your Form 1-A POS filing for Legion Capital Corporation. /s/ Soles, Heyn & Company LLP Soles, Heyn & Company, LLP West Palm Beach, Florida January 25, 2018

January 25, 2018 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

September 27, 2017 1-SA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2017 Legion Capital Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) Florida 47-3751122 State or other jurisdiction of incorporation or organization (I.R.S.

August 2, 2017 CORRESP

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801

LEGION CAPITAL CORPORATION 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 August 2, 2017 Ms. Jessica Livingston, Esq. Staff Attorney Ms. Era Anagnosti Legal Branch Chief Office of Financial Services United States Securities and Exchange Commission Washington, D.C. 20549 Via email: [email protected] Re: Legion Capital Corporation Form 1-A - Request for Qualification File# 024-10708 Dear Ms. Livings

July 21, 2017 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our Firm?s audit report dated March 17, 2017 in your Form 1-A filing for Legion Capital Corporation. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida July 21, 2017

July 21, 2017 EX1A-6 MAT CTRCT

Corporate Note (debt instrument) (incorporated by reference to Exhibit 6.1 to Amendment No. 2 to the Company’s Offering Statement on Form 1-A (File No.024-10708) filed on July 21, 2017).

Exhibit 6.1 CORPORATE NOTE PURCHASE And loan agreement This (this ?Agreement?) is dated as of , 2017, between Legion Capital Corporation, a Florida Corporation (?Company?) and , (?Purchaser?). 1. Purchaser agrees to, and does hereby purchase $ of a Corporate Note (the ?Note?) from Company, under the following maturity and terms: $ of a 7% interest (per annum) Corporate Note with 12 month maturity,

July 21, 2017 EX1A-12 OPN CNSL

JAMES S. BYRD, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7792 July 21, 2017

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7792 July 21, 2017 Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation (the ?Company?), a corporation incorporated under the laws of the State of Florida, in connection with the filing of

July 21, 2017 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 21, 2017 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 July 21, 2017

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 July 21, 2017 Ms. Jesicca Livingston, Staff Attorney Ms. Era Anagnosti, Legal Branch Chief Securities and Exchange Commission Re: Legion Capital Corporation Form 1-A filing File# 024-10708 Dear Ms. Livingston and Ms. Anagnosti, This firm represents Legion Capital Corporation in the above referenced matter, and w

July 11, 2017 EX1A-6 MAT CTRCT

CORPORATE NOTE PURCHASE And loan agreement

Exhibit 6.1 CORPORATE NOTE PURCHASE And loan agreement This (this “Agreement”) is dated as of , 2017, between Legion Capital Corporation, a Florida Corporation (“Company”) and , (“Purchaser”). 1. Purchaser agrees to, and does hereby purchase $ of a Corporate Note (the “Note”) from Company, under the following maturity and terms: $ of a 7% interest (per annum) Corporate Note with 12 month maturity,

July 11, 2017 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 11, 2017 EX1A-12 OPN CNSL

JAMES S. BYRD, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7792 July 11, 2017

Exhibit 12.1 JAMES S. BYRD, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7792 July 11, 2017 Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 Re: Legality Opinion Ladies and Gentlemen: We have acted as special counsel to Legion Capital Corporation (the ?Company?), a corporation incorporated under the laws of the State of Florida, in connection with the filing of

July 11, 2017 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 July 11, 2017

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 July 11, 2017 Ms. Jesicca Livingston, Staff Attorney Ms. Era Anagnosti, Legal Branch Chief Securities and Exchange Commission Re: Legion Capital Corporation Form 1-A filing File# 024-10708 Dear Ms. Livingston and Ms. Anagnosti, This firm represents Legion Capital Corporation in the above referenced matter, and w

July 11, 2017 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our Firm’s audit report dated March 17, 2017 in your Form 1-A filing for Legion Capital Corporation. /s/ Soles, Heyn & Company, LLP Soles, Heyn & Company, LLP West Palm Beach, Florida July 11, 2017

June 13, 2017 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

June 13, 2017 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firms audit report dated March 17, 2017 in your Form 1-A filing for Legion Capital Corporation. Soles, Heyn & Company, LLP West Palm Beach, Florida June 12, 2017

April 19, 2017 CORRESP

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 April 19, 2017

Legion Capital Corporation 301 E. Pine St., Ste. 850 Orlando, Fl. 32801 (407) 986-4234 April 19, 2017 Mr. Christopher Dunham, Staff Attorney Mr. Dietrich A. King, Assistant Director of Financial Services Securities and Exchange Commission Re: Legion Capital Corporation Form 1-A filing ? Request for Qualification File# 024-10638 Dear Messrs. Dunham and King, On behalf of Legion Capital Corporation

April 3, 2017 EX1A-2B BYLAWS

Bylaws (incorporated by reference to Exhibit 2.3 to Amendment No. 2 to the Company’s Offering Statement on Form 1-A (File No. 024-10638) filed on April 3, 2017).

Exhibit 2.3

April 3, 2017 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

April 3, 2017 EX1A-12 OPN CNSL

LEGAL OPINION

Exhibit 12.1

April 3, 2017 CORRESP

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7792 April 3, 2017

JAMES S. BYRD, P.A. ATTORNEYS AT LAW 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7792 April 3, 2017 Mr. Christopher Dunham, Staff Attorney Mr. Dietrich A. King, Assistant Director of Financial Services Securities and Exchange Commission Via email and Edgar filing: [email protected] Re: Legion Capital Corporation Form 1-A filing File# 024-10638 Dear Messrs. Dunham and King, This firm repre

April 3, 2017 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firms audit report dated March 17, 2017 in your Form 1-A filing for Legion Capital Corporation. Soles, Heyn & Company, LLP West Palm Beach, Florida April 3, 2017

April 3, 2017 EX1A-2A CHARTER

Articles of Incorporation (incorporated by reference to Exhibit 2.1 to Amendment No. 2 to the Company’s Offering Statement on Form 1-A (File No. 024-10638) filed on April 3, 2017).

Exhibit 2.1

March 20, 2017 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby give consent to the use of our firms audit report dated March 17, 2017 in your Form 1-A filing for Legion Capital Corporation. Soles, Heyn & Company, LLP West Palm Beach, Florida March 17, 2017

March 20, 2017 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2017 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 17, 2017 CORRESP

JAMES BYRD & ASSOCIATES, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7792 December 12, 2016

JAMES BYRD & ASSOCIATES, PA 301 E. PINE ST., STE. 850 ORLANDO, FL. 32801 (407) 567-7792 December 12, 2016 Mr. Christopher Dunham, Staff Attorney Mr. Dietrich A. King, Assistant Director of Financial Services Securities and Exchange Commission Via email and Edgar filing: [email protected] Re: Legion Capital Corporation Form 1-A filing File# 024-10638 Dear Messrs. Dunham and Dietrich, This firm repres

November 14, 2016 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated __________ 2016 Legion Capital Corporation (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 301 E. Pine St. Suite 301 Orlando,

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista