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June 29, 2022
James Byrd, Jr.
Chairman
Legion Capital Corporation
301 E. Pine St., Suite 850
Orlando, FL 32801
Re:Legion Capital Corporation
Post Qualification Amendment No. 10 to Form 1-A
Filed June 21, 2022
File No. 024-11123
Dear Mr. Byrd:
            We have reviewed your amendment and have the following comment.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to this comment, we may have additional comments.
Post Qualification Amendment No. 10 to Form 1-A
General
1.We note that you filed the Form 1-K for the fiscal year ended December 31, 2021 on June
16, 2022.  Per Rule 257(b)(1) of Regulation A and General Instruction A(2) of Form 1-K,
annual reports shall be filed within 120 calendar days after the end of the fiscal year
covered by the report.  Please tell us whether offers and sales were made while your
Offering Statement was not current, and if so provide your detailed analysis how
any offers and sales complied with Regulation A and were not made in violation of
Section 5 of the Securities Act of 1933.  Refer to Rule 252(f)(2)(ii) of Regulation A.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 FirstName LastNameJames Byrd, Jr.
 Comapany NameLegion Capital Corporation
 June 29, 2022 Page 2
 FirstName LastName
James Byrd, Jr.
Legion Capital Corporation
June 29, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact John Stickel at 202-551-3324 or J. Nolan McWilliams at 202-551-
3217 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Finance