10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

(Mark One)

xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2007

oTransition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission File Number 000-52051
LEGACY COMMUNICATIONS CORPORATION (Exact Name of small business issuer as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	87-0579824 (IRS Employer Identification No.)
210 North 1000 East St. George, UT 84770 (Address of principal executive offices)
(435) 628-1000 (Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act: Yes o No x

As of August 10, 2007, there were outstanding 17,339,172 shares of the registrant’s common stock, $.001 par value per share.

Transitional Small Business Disclosure Format: Yes o No x

PART I

FINANCIAL INFORMATION

Item1. Financial Statements.

LEGACY COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

	June 30, 2007		December 31, 2006
	(Unaudited)
CURRENT ASSETS
Cash	$	50,238	$	36,059
Escrowed deposits on station sales		-		200,000
Prepaid expenses		41,237		27,159
Total Current Assets		91,475		263,218
PROPERTY AND EQUIPMENT - NET		606,135		623,138
OTHER ASSETS
FCC licenses - Net		553,880		600,863
Deposits		6,035		20,900
Deferred tax asset		525,000		718,084
Construction in progress		184,915		723,428
Total Other Assets		1,269,830		2,063,275
TOTAL ASSETS	$	1,967,440	$	2,949,631

The accompanying notes are an integral part of these consolidated financial statements.

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LEGACY COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

	June 30, 2007			December 31, 2006
	(Unaudited)
CURRENT LIABILITIES
Accounts payable	$	269,972		$	355,887
Accrued liabilities		999,123			1,023,245
Other liabilities		69,845			78,844
Other liabilities - related party		187,406			184,249
Deposits on station sales		-			750,000
Income tax payable		230,984			50,200
Notes payable - related parties		589,248			674,533
Notes payable - current		1,155,279			2,204,470
Accrued interest payable		644,116			890,324
Accrued interest payable - related parties		265,502
Total Current Liabilities		4,411,475			6,211,752
LONG-TERM LIABILITY
Notes payable		23,240			10,475
Total Long-Term Liability		23,240			10,475
Total Liabilities		4,434,715			6,222,227
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock; 5,000,000 shares authorized at $0.001 par value, no shares outstanding		-			-
Common stock, 50,000,000 shares authorized at $0.001 par value, 17,339,172 and 17,289,172 shares issued and outstanding, respectively		17,339			17,289
Additional paid in capital		4,975,510			4,970,560
Accumulated deficit		(7,460,124	)		(8,260,445	)
Total Stockholders’ Equity (Deficit)		(2,467,275	)		(3,272,596	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,967,440		$	2,949,631

The accompanying notes are an integral part of these consolidated financial statements.

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LEGACY COMMUNICATIONS CORPORATIONS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Six Months Ended June 30,						Three Months Ended June 30,
	2007			2006			2007			2006
REVENUE
Gain on sale of stations	$	1,886,349		$	516,094		$	-		$	516,094
Gain on disposition of asset		1,562			-			1,562			-
Other revenue		-			372,682			-			344,182
Broadcast revenue		1,999			-			1,414			-
Total Revenue		1,889,910			888,776			2,976			860,276
EXPENSES
Depreciation and amortization		94,814			129,745			48,437			46,936
General and administrative		332,329			541,476			175,742			129,234
Salaries and personnel costs		145,960			126,908			52,082			63,603
Total Expenses		573,103			798,129			276,261			239,773
INCOME (LOSS) FROM OPERATIONS		1,316,807			90,647			(273,285	)		620,503
OTHER INCOME (EXPENSE)
Interest expense		(141,618	)		(160,423	)		(61,978	)		(83,595	)
Total Other Income (Expense)		(141,618	)		(160,423	)		(61,978	)		(83,595	)
INCOME (LOSS) BEFORE INCOME TAXES		1,175,189			(69,776	)		(335,263	)		536,908
Income tax provision		374,868			-			(138,643	)		-
NET INCOME (LOSS)	$	800,321		$	(69,776	)	$	(196,620	)	$	536,908
BASIC AND FULLY DILUTED INCOME (LOSS) PER SHARE	$	0.05		$	(0.01	)	$	(0.01	)	$	0.03
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		17,203,616			17,399,282			17,203,616			17,486,889

The accompanying notes are an integral part of these consolidated financial statements.

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LEGACY COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Common Stock
	Shares		Amount		Additional Paid-in Capital		Deferred Consulting Services		Accumulated Deficit
Balance, December 31, 2006		17,289,172	$	17,289	$	4,970,560		-	$	(8,260,445	)
Common stock issued pursuant to loan agreement (Unaudited)		25,000		25		2,475		-		-
Common stock issued pursuant to loan agreement (Unaudited)		25,000		25						-
						2,475		-
Net income for the six months Ended June 30, 2007 (Unaudited)		-		-		-		-	$	800,321
Balance, June 30, 2007 (Unaudited)		17,339,172	$	17,339	$	4,975,510		-	$	(7,460,124	)

The accompanying notes are an integral part of these consolidated financial statements.

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LEGACY COMMUNICATIONS CORPORATIONS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	800,321		$	(69,776	)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Gain on sale of stations		(1,886,349	)		(516,094	)
Disposition of assets		(1,562	)		-
Depreciation and amortization		94,814			129,745
Amortization of deferred consulting services		-			22,505
Shares issued pursuant to management contract		-			100,000
Shares issued for bonuses		-			200,000
Shares issued pursuant to loan agreement		5,000			25,000
Shares issued pursuant to service agreement		-			100,000
Shares issued pursuant to contract modification		-			(250,000	)
Changes in assets and liabilities:
(Increase) decrease in escrow deposits		200,000			283,438
(Increase) decrease in prepaid expenses		(14,078	)		19,034
(Increase) decrease in deposits/other assets		14,865			21,300
(Increase) decrease in deferred tax asset		193,084			-
Increase (decrease) in accounts payable		(62,101	)		127,771
Increase (decrease) in accrued expenses		(47,937	)		43,132
Increase (decrease) in income tax payable		180,784			-
Increase (decrease) in accrued interest payable		19,294			52,159
Increase (decrease) in other liabilities		(5,842	)		10,029
Proceeds from sale of station assets		2,500,000			675,000
Purchase of station assets		(104,403	)		(1,080,519	)
Increase (decrease) in deposits on station sales		(750,000	)		(350,000	)
Net Cash Provided (Used) by Operating Activities		1,135,890			(457,276	)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment from related parties		(96,795	)		-
Proceeds from related parties - short term notes payable		11,500			5,000
Repayment of notes payable		(1,837,038	)		(562,863	)
Proceeds from notes payable		800,622			1,013,827
Net Cash Provided (Used) by Financing Activities		(1,121,711	)		455,964
INCREASE (DECREASE) IN CASH		14,179			(1,312	)
CASH AT BEGINNING OF PERIOD		36,059			2,532
CASH AT END OF PERIOD	$	50,238		$	1,220

The accompanying notes are an integral part of these consolidated financial statements.

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LEGACY COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

	Six Months Ended June 30,
	2007		2006
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
CASH PAID FOR:
Interest	$	67,314	$	99,086
Income taxes	$	1,000		-

The accompanying notes are an integral part of these consolidated financial statements.

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LEGACY COMMUNICATIONS CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

June 30, 2007

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2006 Annual Report. Operating results for the six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - PROVISION FOR TAXES

Income Taxes:

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with the tax positions taken that exceed the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

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Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2001.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of Interpretation 48, the Company does not recognize an increase in the liability for unrecognized tax benefits. No unrecognized tax benefits are being reported for the quarter ended June 30, 2007. Included in the balance at January 1, 2007 is a Net Operating Loss carry forward in the amount of $828,059 which is being used to offset the current quarter’s tax liability. Because of the impact on deferred tax accounting, other than interest and penalties, the immediate deductibility of the Net Operating Loss will affect the annual effective tax rate and will reduce the payments of cash to the taxing authority in the current year.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

NOTE 3 - RELATED PARTY BALANCES

At June 30, 2007, the Company had the following balances due to related parties:

Various other payables due to shareholders	$	106,000
Accrued interest on payables due to shareholders ranging from 5.1% to 7.5%		81,406
Related Party Balance - Net Liability	$	187,406

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NOTE 4 - NOTES PAYABLE - RELATED PARTIES

At June 30, 2007, the Company had the following notes payable due to related parties:

Various notes due to shareholders, non-interest bearing, unsecured and due on demand.	$	52,000
Short term notes due to President, bearing interest at 10.50%, unsecured and due on demand.		122,848
Notes due to shareholder, bearing interest at 8.00%, unsecured and due on demand.		210,000
Notes due to shareholder, bearing interest at 8.00%, unsecured and due on demand.		18,000
Notes due to Officers, bearing interest at 12.00%, unsecured and due on demand.		85,000
Notes due to shareholder, bearing interest at 10.50%, unsecured and due on demand.		41,400
Notes due to shareholders, bearing interest at 8.00%, unsecured and due on demand.		60,000
Total Notes Payable - related party	$	589,248

Accrued interest of $265,502 is due to these related parties and is recorded in the accrued interest payable.

NOTE 5 - EQUITY ISSUANCES

The Company issued 25,000 shares of common stock on January 31, 2007 to an individual pursuant to a loan agreement. The shares were valued at the trading price of $0.10 per share.

The Company issued 25,000 shares of common stock on February 12, 2007 to an individual pursuant to a loan agreement. The shares were valued at the trading price of $0.10 per share.

NOTE 6 - DISSOLUTION OF SUBSIDIARY COMPANY

On March 10, 2007, Management dissolved an inactive subsidiary of the Company that had no significant assets or liabilities.

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NOTE 7 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative losses through December 2001, and has a working capital deficit at June 30, 2007. Net income reported through June 30, 2007 was due to gain on sale of assets. Revenues have not been sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company completing the sale of its properties: KPTO(AM) 1440Khz, Pocatello, ID and KITT(FM) 101.1MHz, Soda Springs, ID.

In order to execute the Company’s business model, it needs to continue to make additional acquisitions and improvements to its broadcast operations and facilities. Some of the purchases and development plans include:

·    Development, operation and sale of four (4) construction permits for new radio stations that include: KACE (AM) (formerly KBSP), 1340 kHz, Bishop, CA; KDAN(AM) 1240kHz, Beatty, NV; KIFO(AM) 1450kHz, Hawthorne, NV and KTNP(AM) 1400kHz, Tonopah, NV. The radio stations will be constructed pursuant to their authorized construction permit and operated until sold.

·    The Company will continue to seek out, acquire, develop and operate AM and FM radio station licenses and/or permits which the Company determines have strategic growth potential.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraphs and secure additional funding sources and attaining profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 8 - SUBSEQUENT EVENTS

The following is a list of material subsequent events:

·   On July 13, 2007, the FCC issued a Letter of Technical Deficiency relating to FCC Form 301 technical application for a construction permit for new AM radio station on 1490 kHz at Santa Clara, UT. An amended application was filed to resolve the deficiency, making it possible for the FCC to grant the construction permit.

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Item 2. Management’s Discussion and Analysis or Plan of Operations.

This Quarterly Report on Form 10-QSB includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of forward-looking terminology such as, “may”, “believe”, “expect”, “intend”, “anticipate”, “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors with respect to any such forward-looking statements include, but are not limited to, the risk factors described in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006 and in this report. The following discussion of the results of operations and financial condition should be read in conjunction with the Financial Statements and related Notes thereto included herein and in conjunction with our Annual Report on Form 10-KSB for the year ended December 31, 2006.

Results of Operations

Total revenue for the six months ended June 30, 2007 increased by $1,001,134 or 112.6% to $1,889,910 compared to $888,776 for the six months ended June 30, 2006. Total revenue for the first six months of Fiscal 2007 consisted primarily of gains from the sale of radio station KBET(AM), Winchester, NV in the amount of $1,886,349 in the quarter ended March 30, 2007. Total Revenue for the first six months of Fiscal 2006 consisted primarily of gains from the sale of AM Radio 1370, Inc. in the amount of $516,094 during the quarter ended June 30, 2006. Other revenue in the first six months of Fiscal 2006 arose from the reclassification of deposits on the sale of radio stations in the amount of $355,000 as revenue during the quarter ended June 30, 2006.

Operating Expenses for the six months ended June 30, 2007 decreased $225,026 or 20.2% to $573,103 compared to $798,129 for the six months ended June 30, 2006. This decrease is primarily the result of a $255,655 decrease in general and administrative expenses during the first quarter of Fiscal 2007, which was partially offset by a $46,508 increase in general and administrative expenses during the second quarter of Fiscal 2007. The decrease in the first quarter of Fiscal 2007 resulted from the lower level of general licensing activity during Fiscal 2007. The increase during the second quarter was primarily the result of increases in outside fees relating to the reporting obligations under securities laws for both the year end of Fiscal 2006 and first quarter of Fiscal 2007, which were billed in the second quarter of Fiscal 2007. Depreciation and amortization expenses during the six months ended June 30, 2007 decreased by $34,931 or 26.9% to $94,814 from $129, 745 for the six months ended June 30, 2006, primarily as a result of the sale of assets in the second quarter of Fiscal 2006 and the First Quarter of Fiscal 2007. Salaries and personnel costs for the six months ended June 30, 2007 increased by $19,052 or 15.0% to $145,960 from 126,908 for the six months ended June 30, 2006, primarily as a result of added personnel during the current year.

As a result of the decrease in operating expenses and the increase in revenue from the sale of a radio station, income before taxes for the first six months of Fiscal 2007 was $1,175,189 compared to net losses of $69,776 for the first six months of Fiscal 2006. Income before taxes for the first six months of Fiscal 2007 consisted of income from operations of $1,316,807 less interest expenses of $141,618. Losses before income taxes for the first six months of Fiscal 2006 consisted of income from operations of $90,647 less interest expenses of $160,423. The reduction in interest expense in Fiscal 2007 compared to Fiscal 2006 is primarily the result of the use of proceeds from the sale of AM Radio 1370, Inc. to reduce outstanding indebtedness.

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Revenues and costs during the six months ending June 30 of each year are not necessarily indicative of annual performance because our revenues are recognized upon the completion of the sale of radio stations. Each transaction results in the recognition of significant revenue relating to that transaction. Most expenses are recorded as incurred and accrue during the negotiation and closing of each transaction. Accordingly, any period in which a sale of a radio station occurs may reflect a significant increase in revenue that is disproportionate to the expenses incurred in that period. The foregoing results of operations should not be considered indicative of the results that could be obtained for the entire year.

Liquidity and Capital Resources

As of June 30, 2007 we had accumulated operating deficits of $7,460,124, a stockholders’ deficit of $2,467,275 and a working capital deficit of $4,320,000. During the six months ended June 30, 2007 substantially all of the cash flow from the sale of KBET(AM) was used to fund operating expenses and reduce outstanding indebtedness. As a result we had a net decrease in notes payable of $1,121,711 and an increase in cash of $14,179 as of June 30, 2007.

As of June 30, 2007 our total liabilities were $4,434,715, of which $4,411,475 were due on demand or within 12 months.

We anticipate that the FCC will grant to us two construction permits pursuant to long-form applications submitted in connection with short-form expressions of interest that were granted singleton status. We do not anticipate significant additional costs relating to the acquisition of the construction permits for these stations but estimated construction costs are $390,000. We have commitments or identified sources of additional capital from third parties to meet these requirements and we believe that debt financing will be available if necessary until funds from other sources are available.

We currently require approximately $38,500 per month to continue operations. We expect our cash requirements to increase to approximately $55,500 per month as additional radio stations are licensed and commence full operation. Our current cash reserves are not sufficient to fund our cash requirements for the next 12 months and we will require additional funding of approximately $610,000 to continue operations. We have not identified sources for the funds required to continue operations. In the event that we are not able to obtain the necessary funds, we will consider winding up and liquidating all of our assets.

Our lack of operating revenue, accumulated deficit, negative working capital and dependence upon the sale of assets to provide funds for continued operations raise substantial doubts about our ability to continue as a going concern. No adjustments have been made to the carrying value of our assets to reflect a reduction in value in the event that we cease to be a going concern.

12

Our ability to continue as a going concern is dependent upon our completing the sale of the following radio stations:

Radio Station	Expected Sales		Current Investment		Estimated Cost to be Incurred		Expected Completion Date
KPTO(AM), 1440 kHz Pocatello, ID	$	500,000	$	246,504	$	24,500		10/30/2007
KITT(FM), 101.1 MHz Soda Springs, ID	$	2,300,000	$	276,828	$	78,500		10/30/2007

Item 3. Controls and Procedures.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. We have adopted and implemented internal accounting policies and procedures that limit the personal authority of our employees to engage in transactions without prior knowledge and authorization by our Board of Directors. Our internal accounting policies require regular and periodic inventory and accounting of our assets, prompt recording of all transactions in our books and records by qualified personnel, establishment of a division between accounting and treasury functions, and periodic verification of our books and records through review of accounting entries. The implementation and review of these policies is under the direction of our Board of Directors, who periodically review the performance of our President and Chief Executive Officer and our Chief Accounting Officer against the requirements of these controls. These policies and procedures are designed to provide reasonable assurance regarding the reliability of our financial statements, that all transactions are properly and timely reflected in our books, that receipts and expenditures are being made in accordance with authorizations of our management and our directors, and that any unauthorized acquisition, use or disposition of our assets will be promptly detected. No changes have been made in our internal control over financial reporting during the period covered by this report that have had a material affect or are reasonably likely to have a material affect on our internal control over financial reporting.

We also have adopted and implemented disclosure controls and procedures consisting of the direct involvement of our principal executive officers in the day-to-day business operations and regular meetings between our President and Chief Executive Officer, Chief Accounting Officer, outside auditor and outside counsel to review events and circumstances that could have a material effect on us or our controls and procedures. The regular meetings are supplemented by special meetings of such knowledgeable persons whenever any individual believes that a discloseable event has occurred or a discloseable circumstance exists. Immediately preceding the preparation of disclosure documents by us, all members of management prepare and certify information relating to such discloseable events and circumstances. These controls and procedures are designed to provide reasonable assurance that no one person has the absolute authority to prevent the disclosure of any event or circumstance without the knowledge of external auditor and legal counsel and to provide a reasonable assurance that all reportable information is recorded, processed, summarized and reported within the time periods specified by the rules of the Securities and Exchange Commission.

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Our management, with the participation of our President and Chief Executive Officer and our Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and measured their effectiveness based on the types of additional disclosures that were required and not previously made. Based on their evaluation, our President and Chief Executive Officer and our Chief Accounting Officer concluded that all reportable information was recorded, processed, summarized and disclosed within the time periods required and that these disclosure controls and procedures are effective as of the end of the period covered by this report and our disclosure controls provide reasonable assurance that reportable events have been disclosed in a timely manner.

PART II

OTHER INFORMATION

Item 6. Exhibits.

Exhibit	Description
31.1*	Certification required by Rule 13a-14(a) by the Chief Executive Officer
31.2*	Certification required by Rule 13a-14(a) by the Chief Financial Officer
32.1*	Certification required by Rule 13a-14(b)

* Filed herewith

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LEGACY COMMUNICATIONS CORPORATION
Date: August 16, 2007	By: /s/ E. Morgan Skinner, Jr. Name:E. Morgan Skinner, Jr. Title:   President and             Chief Executive Officer             Principal Financial Officer
Date: August 16, 2007	By:/s/ R. Michael Bull Name:R. Michael Bull Title:   Principal Accounting Officer

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EXHIBIT INDEX

Exhibit	Description
31.1*	Certification required by Rule 13a-14(a) by the Chief Executive Officer
31.2*	Certification required by Rule 13a-14(a) by the Chief Financial Officer
32.1*	Certification required by Rule 13a-14(b)

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EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, E. Morgan Skinner, Jr., President and Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Legacy Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and we have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)   Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: August 16, 2007	/s/ E. Morgan Skinner, Jr.
	Name:	E. Morgan Skinner, Jr.
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, E. Morgan Skinner, Jr., President and Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Legacy Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) the small business issuer and we have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)   Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: August 16, 2007	/s/ E. Morgan Skinner, Jr.
	Name:	E. Morgan Skinner, Jr.
	Title:	President and Chief Executive Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purpose of Section 906 of the Sarbanes-Oxley Act of 2002, and solely to the extent this certification may be applicable to this report, the undersigned hereby certify that this report of Legacy Communications Corporation (the “Company”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 16, 2007	/s/ E. Morgan Skinner, Jr.
	Name:.	E. Morgan Skinner, Jr
	Title:	President, Chief Executive Officer
		and Chief Financial Officer