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**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-KSB**


(Mark
      One)





x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      fiscal year ended December 31, 2005 (“Fiscal 2005”)





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      transition period from ______________to ____________





Commission
                File Number 333-125907**LEGACY
                COMMUNICATIONS CORPORATION**
              (Name
                of Small Business Issuer 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**
              (Address
                of Principal Executive Offices)
            
            **84770**
              (Zip
                Code)**(435)
                628-1000**
              (Issuer’s
                Telephone Number, Including Area
                Code)





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      Registered under Section 12(g) of the Exchange Act: **** None.





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. [ ]





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 [ ] No [X]





Check
      if there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [X]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes
      [ ]
      No [X]





The
      issuer’s revenues for its most recent fiscal year were $79,474.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates is $1,779,318.





As
      of March 30, 2006, there
      were outstanding 17,474,172 shares of the registrant’s common
      stock.





Transitional
      Small Business Disclosure Format: Yes [ ] No [X]







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**LEGACY
      COMMUNICATIONS CORPORATION**


**TABLE
      OF CONTENTS**





**PART
                I.**
            
            PageItem
                1
            Description
                of Business
            1Item
                2.
            Description
                of Property
            8Item
                3.
            Legal
                Proceedings
            8Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            9**PART
                II.**Item
                5.
            Market
                for Common Equity, Related Stockholder Matters and
                Small Business Issuer Purchases of Equity Securities
            9Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            9Item
                7.
            Financial
                Statements
            12Report
                of Independent Registered Public Accounting Firm
            12Consolidated
                Balance Sheet as of December 31, 2005
            13Consolidated
                Statements of Income for the Years Ended December
                31, 2005 and 2004
            15Consolidated
                Statements of Stockholders’ Equity (Deficit) for
                the Years Ended December 31, 2005 and 2004
            16Consolidated
                Statements of Cash Flows for the Years Ended
                December 31, 2005 and 2004
            17Notes
                to Consolidated Financial Statements
            19Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting
                and Financial Disclosures
            29Item
                8A.
            Controls
                and Procedures
            29Item
                8B.
            Other
                Information
            30**PART
                III.**Item
                9.
            Directors,
                Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the Exchange Act
            30Item
                10.
            Executive
                Compensation
            31Item
                11.
            Security
                Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters
            32Item
                12.
            Certain
                Relationships and Related Transactions
            33Item
                13.
            Exhibits
            34Item
                14.
            Principal
                Accountant Fees and Services
            34






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**PART
      I**


**Item
      1.****Description
      of Business.**





Legacy
      Communications Corporation was incorporated in Nevada on September 23, 1997.
      Our
      principal source of revenue and profits is from the purchase, development and
      resale of AM and FM radio broadcast facilities or the rights to construct or
      operate radio broadcast facilities. Some of the radio stations we sell are
      developed by us by applying for and receiving construction permits and broadcast
      licenses directly from the Federal Communications Commission (the “FCC”). Other
      radio stations are purchased by us from others that have received the
      construction permits or broadcast licenses from the FCC but who may be unable
      to
      realize the value of the permit or license because of inadequate financing,
      inability to complete construction or other factors. We undertake to develop
      or
      upgrade the facilities necessary to realize the value of the construction permit
      or broadcast license granted by the FCC, improve audience share through
      programming changes, and increase profitability by implementing management
      and
      systems improvements. We then resell the radio station. We may sell a radio
      station at any point during the permitting, construction or operation process,
      depending on when we believe it will generate the greatest return on our
      investment and when we locate a suitable purchaser. As a result, we may operate
      radio stations we develop or own for a period of time but we do not generate
      significant revenue or profit from station operations.





Construction
      Permits for AM Stations





The
      right to construct a new AM radio broadcast facility (a “construction permit”)
      is granted according to an auction process managed by the FCC. Any interested
      person may submit a proposal (a “short-form expression of interest”) to
      participate in an auction. The short-form expression of interest will contain
      information about the ownership structure of the applicant and a description
      of
      the broadcast licenses on which the applicant wishes to bid. If there are no
      competing proposals for the same licenses, the short-form expression of interest
      is granted “singleton” status and, if the technical parameters of the proposal
      are in accordance with the FCC rules, the proponent will be permitted to submit
      a complete technical proposal (a “long-form application”) for the license. The
      long-form application will include the various engineering parameters of the
      proposed radio station. If, however, there are other proposals for the same
      or
      nearby frequencies, the proposal will not be granted “singleton” status. The FCC
      may, in limited circumstances, permit all parties with competing proposals
      to
      resolve conflicts by settlement. If the proponents are unable to resolve the
      conflicts by settlement among themselves, the FCC will select one or more
      proposals to submit long-form applications either by determination of which
      proposals best serve the public interest or through successive rounds of bidding
      for the frequency.





If
      a long-form application is acceptable to the FCC and meets the technical
      requirements necessary to insure that the new broadcast facility will not
      interfere with other broadcasts, the FCC issues a construction permit
      authorizing the construction of the radio station according to the technical
      description contained in the long-form application. The person that is awarded
      and then owns, the construction permit is sometimes referred to as the
“permitee”. Construction permits have a finite term (i.e., three years) within
      which construction must be completed and the permitee must apply for a license
      to operate a broadcast facility. The construction permit will terminate
      automatically if the permitee fails to complete the construction of the
      specified broadcast facility and apply for a broadcast license within the
      specified time.





Construction
      Permits for FM Stations





The
      right to construct a new FM radio broadcast station is also granted according
      to
      an auction process managed by the FCC. However, FM construction permits are
      awarded exclusively through successive rounds of bidding for the
      frequency.





Available
      FM frequencies are established in advance, by submitting a petition to the
      FCC
      to add a particular frequency in a particular community (an “FM allotment”). The
      party submitting the highest bid in the auction for an FM allotment must remit
      to the FCC 20% of its bid within 10 days after the close of the auction and
      must
      file a long-form application within 30 days after the close of the auction.
      The
      balance of the bid price is due after the FCC determines that it will grant
      the
      construction permit for the FM allotment.





Construction
      Requirements





Construction
      of a radio station involves the selection and installation of broadcasting
      equipment meeting the requirements of the construction permit, and the
      procurement of a suitable transmitter and antenna. The cost of constructing
      new
      facilities or upgrading existing facilities varies widely according to the
      size
      and power of the radio station, the cost of land in the community of license,
      and the availability of construction trades.




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Usually
      the most critical element of radio station construction is the location and
      procurement of a suitable transmitter-tower site or the lease of space on an
      existing multi-transmitter tower. AM radio station tower sites are generally
      located within the community of license, where there exists suitable soil
      conductivity for the ground system. FM radio station tower sites are usually
      located at the highest point possible for which there is good line-of-sight
      to
      the community of license. Transmitter-tower sites require easy access for
      building and maintenance and utility services such as electricity and telephone
      service. Offices, studios and other facilities necessary for a radio station
      may
      be located at the site of the transmitter tower or remotely and may be owned
      or
      leased by the radio station.





Broadcast
      Licenses





Upon
      completion of a broadcast facility in accordance with the construction permit,
      the owner of a radio station may apply to the FCC for a license (a “broadcast
      license”) to broadcast a radio signal in accordance with the limitations of the
      construction permit. The owner may also apply for temporary authority to conduct
      broadcast operations in accordance with the limitations of the construction
      permit as a test of the facility (“program test authority”) pending the issuance
      of a broadcast license. The owner of a broadcast license is sometimes referred
      to as a “licensee”.





Once
      issued, broadcast licenses continue in effect for eight years and may be renewed
      four months prior to the expiration of the previous license by application
      to
      the FCC. Petitions to deny license renewals can be filed by interested persons,
      including members of the public. These petitions may raise various issues before
      the FCC. The FCC is required to hold hearings on renewal applications if the
      FCC
      is unable to determine that the renewal of a license would serve the public
      interest, convenience and necessity, or if a petition to deny raises a
      substantial and material question of fact as to whether the grant of the renewal
      application would be inconsistent with the public interest, convenience and
      necessity. If, as a result of an evidentiary hearing, the FCC determines that
      the licensee has failed to meet various requirements and that no mitigating
      factors justify the imposition of a lesser sanction, the FCC may deny a license
      renewal application. If
      there
      are no violations of FCC rules and regulations during the previous license
      term,
      the license renewal application is generally granted within four months of
      renewal filing.





Transfers
      or Assignments of Permits and Licenses





The
      Communications Act prohibits the assignment of construction permits and
      broadcast licenses or a change in control of the owner of a construction permit
      or broadcast license without the prior approval of the FCC. In determining
      whether to grant approval, the FCC considers a number of factors pertaining
      to
      the current owner and the proposed new owner, including:





o
            compliance
                with the various rules and policies limiting common ownership of
                media
                properties in a given market;





o
            the
                “character” of the proposed new owner and those persons that have
                significant or “attributable” interests in the new owner; and





o
            compliance
                with the Communications Act’s limitations on alien ownership, as well as
                compliance with other FCC regulations and policies.





The
      new owner of a construction permit or broadcast license must apply to the FCC
      for approval. If the application involves a “substantial change” in ownership or
      control, the application must be placed on public notice for not less than
      30 days during which time interested persons, including listeners,
      advertisers and competitors, may file petitions to deny or other objections
      against the application. Informal objections to assignment and transfer of
      control applications may be filed at any time up until the FCC acts on the
      application. Once the FCC staff grants an application, interested persons may
      ask the FCC to reconsider its grant or the FCC may reconsider its grant on
      its
      own motion for 40 days. If the application does not involve a “substantial
      change” in ownership or control, it is a “pro forma” application. The “pro
      forma” application is nevertheless subject to having informal objections filed
      against it. When passing on an assignment or transfer application, the FCC
      is
      prohibited from considering whether the public interest might be served by
      an
      assignment or transfer of the broadcast license to any person other than the
      person specified in the application.





Transactions
      and Current Holdings





Since
      our
      inception, we have participated in the following transactions:





o
            Acquisition
                on March 25, 1998 of radio stations KNFL(FM), 104.9 MHz, Tremonton,
                UT,
                KNUC(FM), 103.9 MHz, Smithfield, UT, KZEZ(FM), 99.9 MHz, St. George,
                UT,
                KSGI(AM), 1450 kHz, St. George, UT,KFMD(FM),
                95.7 MHz, Delta, UT,a
                multi-user communication transmitter tower, anda
                construction permit for radio station KMGR(FM), 97.5 MHz, Richfield,
                UTfor 4,250,085 shares of our common stock. Of the total, 3,854,690
                shares
                were issued to Mr. Morgan E. Skinner, Jr., a related party, and 395,395
                shares were issued to unrelated parties. The stockholders originally
                acquired these assets for approximately $200,100 and the stock was
                valued
                at $200,100 based on our net book value after giving effect to the
                transaction.






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o
            Purchase
                of radio station KOHO(AM), 1170 kHz, Honolulu, HI, on April 27, 1999
                for
                $105,000.





o
            Sale
                of the construction permit for radio station KMGR(FM), 97.5 MHz,
                Richfield, UT, on June 30, 2001 for
                $250,000.





o
            Sale
                ofradio
                station KNUC(FM), 103.9 MHz, Smithfield, UT, on February 4, 2002
                for
                $735,000.





o
            Sale
                of radio station KNFL(FM), 104.9 MHz, Tremonton, UT, on June 7, 2002
                for
                $1.75 million.





o
            Acquisition
                on January 7, 2003 of radio stations KUPA(AM), 1370 kHz, Pearl City,
                HI,
                KPTO(AM), 1440 kHz, Pocatello, ID, KNFL(AM), 1470 kHz, Tremonton,
                UT,
                KACE(AM), 1350 kHz, Fillmore, UT, and KENT(AM), 1400 kHz, Parowan,
                UT, and
                a construction permit for KBET(AM), 790 kHz, Winchester, NV, from
                the Bate
                Family Trust, Jeffrey B. Bate, Trustee, for 1,750,000 shares of our
                common
                stock and approximately $300,000 in cash, minus expenses paid by
                the
                Company. The Bate Family Trust is a related party and originally
                acquired
                the radio stations for approximately $65,000. The stock was valued
                at $500
                based on its par value since the net book value per share after this
                transaction was less than par value per
                share.





o
            Sale
                of radio station KFMD(FM), 95.7 MHz, Delta, UT, on August 31, 2003
                for
                $1.25 million.





o
            Sale
                of radio station KOHO(AM), 1170 kHz, Honolulu, HI, onMay
                28, 2004 for $500,000.





o
            Sale
                of radio station KZEZ(FM), 99.9 MHz, St. George, UT, and KSGI(AM),
                1450
                kHz, St. George, UT, and a multi-user communication transmitter tower
                site
                on July 31, 2004 for $2.10 million.





o
            Purchase
                of a three-year option to acquire radio station KACE(AM), 1310 kHz,
                Birch
                Tree, MO, on March 3, 2004 for $5,000. If exercised, we will acquire
                the
                radio station for an aggregate purchase price of $10,000, of which
                $5,000
                has been paid.





o
            Purchase
                of radio station KITT(FM), 100.1 MHz, Soda Springs, ID, on August
                3, 2004
                for $237,500.





o
            Purchase
                for $6,000 of an option to acquire four long-form applications filed
                by
                Eastern Sierra Broadcasting for an aggregate purchase price of $68,000,
                of
                which $6,000 has been paid.





We
      currently own the following radio stations that are engaged in broadcast
      operations either under a broadcast license or a program test
      authority:





o
            KENT(AM),
                1400 kHz, Parowan, UT.





o
            KUPA(AM),
                1370 kHz, Pearl City, HI. This radio station is subject to an agreement
                to
                sell the radio station for $675,000. The change in ownership has
                been
                approved by the FCC and a closing for this transaction is expected
                on or
                before March 31, 2006.





o
            KITT(FM),
                100.1 MHz, Soda Springs, ID. We have granted an option to purchase
                and
                have an option to sell this radio station for $1.0 million that expires
                on
                June 30, 2006.





o
            KPTO(AM),
                1440 kHz, Pocatello, ID. We have granted an option to purchase and
                have an
                option to sell this radio station for $500,000 that expires on June
                30,
                2006.





o
            KNFL(AM),
                1470 kHz, Tremonton, UT.






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We
      currently hold a construction permit for and are engaged in the construction
      of
      the following radio station:





o
            KBET(AM),
                790 kHz, Winchester, NV. We have granted an 18-month option to purchase
                this radio station for up to $2,500,000, subject to adjustment for
                one-half of any savings in the actual costs incurred in construction.





We
      have applied for the following AM broadcast permit that has been granted
      singleton status and have submitted the requisite long-form
      applications:





o
            Santa
                Clara, UT (St. George market) - 1490
                kHz.





We
      have
      applied for the following AM broadcast licenses that have been determined to
      have conflicts with other applications and which have been assigned to conflict
      groups for resolutions:





o
            Middletown,
                ID (Boise market) - 1400 kHz. We have entered into settlement agreements
                with all competing applicants that provide for issuance of a construction
                permit to us. The settlement agreements were filed with the FCC on
                October
                31, 2005.





o
            Beaver,
                UT - 1230 kHz. We have filed documents with the FCC that show our
                short-form indication of interest should be accepted under the applicable
                auction rules.





o
            Mililani,
                HI (Honolulu market) - 1230 kHz. We have entered into settlement
                agreements with all competing applicants that provide for issuance
                of a
                construction permit to us. The settlement agreements were filed with
                the
                FCC on October 31, 2005.





o
            Santa
                Clara, UT (St. George market) - 1290 kHz. We have filed documents
                with the
                FCC that show our short-form indication of interest should be accepted
                under the applicable auction rules.





o
            Mesquite,
                NV 1250 kHz. We have filed documents with the FCC that show our short-form
                indication of interest should be accepted under the applicable auction
                rules.





Pending
      Transactions





We
      have entered an Asset Purchase Agreement dated July 15, 2005 and amended October
      24, 2005 to purchase the assets of radio station KYFO(AM), 1490 kHz, Ogden,
      UT
      from Bible Broadcasting Network, Inc. for $540,000. The closing of this
      transaction is expected to occur on or before March 31, 2006.





We
      have signed an Asset Purchase Agreement dated June 25, 2005 to sell KUPA(AM),
      1370 kHz, Pearl City, HI to Broadcasting Corporation of America for $650,000.
      The FCC approved the assignment August 18, 2005. The Asset Purchase Agreement
      was amended on October 3, 2005 to increase the purchase price to $675,000,
      and
      delay the closing until February 17, 2006 to permit renewal of the broadcast
      license before closing, which was granted on January 25, 2006. The buyer is
      in
      breach of the Asset Purchase Agreement as amended but is expected to cure the
      deficiency on or before March 31, 2006.





We
      have signed an option agreement dated March 3, 2005 providing that Lakeshore
      Media, LC has an option to purchase and we have an option to sell KPTO(AM),
      1440
      kHz, Pocatello, ID and KITT(FM), 100.1 MHz, Soda Springs, ID for an aggregate
      purchase price of $1.5 million. The agreement was amended on September 27,
      2005
      to provide an additional down payment of $50,000 on or before February 28,
      2006
      and to extend the option period until June 1, 2006 to allow us and Lakeshore
      Media to seek FCC approval to relocate one of the stations. The closing is
      required to occur before August 15, 2006, subject to receipt of FCC consent
      to
      the sale of the radio stations. The options are not subject to FCC consent
      to
      relocate the radio station. As of December 31, 2005 the purchaser has made
      deposits of $300,000 and has paid $79,474 in fees relating to this agreement.
      The purchaser is obligated to pay an additional down payment of $50,000 and
      $8,000 per month until the option is exercised.





On
      August 22, 2005, we granted an option to purchase KBET(AM), 790 kHz, Winchester,
      NV to Beasley Broadcasting Group, Inc. for up to $2.5 million. The total option
      price will be reduced by 50% of any reduction in the cost to complete the radio
      station below $650,000. Beasley has paid us $50,000 in non-refundable consulting
      fees and placed $200,000 of the option price in escrow with a third person.
      We
      are required to build the radio station and, upon receipt of authorization
      to
      begin broadcasting upon grant of Program Test Authority by the FCC, Beasley
      has
      10 days within which to exercise its option. This option will expire if not
      exercised before February 22, 2007.





Competition





We
      operate in a highly competitive industry. We compete with large corporations
      that are engaged in both the development of radio stations and in operation
      of
      broadcast facilities and with other independent developers for the purchase
      or
      award of radio stations and construction permits. Many of these competitors
      have
      greater financial resources and name recognition than we do. We also compete
      with multi-station corporations and owners of independent local radio stations
      when we attempt to sell or dispose of our radio stations. Competition is based
      primarily on the scope of the broadcast licenses or construction permits that
      are involved, price and financing terms. We believe that our flexibility and
      ability to make purchase and sale decisions quickly, and our focus on smaller
      broadcast markets, are a significant advantages. In addition, the reputation
      of
      our principal stockholders and executive officers as purchasers of distressed
      and undeveloped properties makes it possible for us to negotiate purchases
      of
      construction permits and broadcast licenses before their availability becomes
      generally known.




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The
      value of a radio station is primarily a function of the number of listeners
      in a
      particular broadcast area, the percentage of the listeners that are attracted
      to
      the station, and advertising revenues. Factors that are material to a radio
      station’s competitive position include management experience, the station’s
      audience rank in its local market, transmitter power, assigned frequency,
      audience characteristics, local program acceptance and the number and
      characteristics of other radio stations in the market area.





Although
      the radio broadcasting industry is highly competitive, the number of radio
      stations that can operate in a given market is limited by the availability
      of FM
      and AM radio frequencies allotted by the FCC to communities within that market.
      The FCC’s multiple ownership rules have historically limited the number of
      stations that may be owned or controlled by a single entity in a given
      market.





Technological
      Change





The
      radio broadcasting industry is also subject to technological change, evolving
      industry standards and the emergence of new media technologies. Several new
      media technologies have been or are being developed, including the following:





o
            audio
                programming by cable television systems, direct broadcast satellite
                systems, Internet content providers (both landline and wireless)
                and other
                digital audio broadcast formats;





o
            satellite
                digital audio radio service, which has resulted in the introduction
                of two
                new subscriber-based satellite radio services with numerous channels
                and
                sound quality equivalent to that of compact discs;





o
            in-band
                on-channel digital radio, which could improve the quality of existing
                AM
                and FM radio signals; and





o
            low
                power FM radio, which has resulted in additional FM radio broadcast
                outlets that are designed to serve small, localized areas on a
                non-commercial basis.





A
      growing population, greater use of automobiles, and an increase in commuter
      times have contributed to the growth of new technologies for the delivery of
      entertainment and information, including the introduction of new technologies
      used in the car such as audio cassettes, compact discs, cellular telephones
      and
      satellite radio. Some of the new technologies, particularly digital satellite
      radio service, could compete with radio stations for consumers’ attention in the
      car and affect the value of the radio stations we develop.





Environmental





As
      the owner, lessee, or operator of radio properties and facilities, we are
      subject to various federal, state, and local environmental laws and regulations.
       We are subject to RF (“radio frequency”) radiation regulations near AM, FM
      and TV broadcast antennas. In order to comply with these regulations, we perform
      routine maintenance on, and quarterly measurements of radiation near, our
      antennas. Historically, compliance with these laws and regulations has not
      had a
      material adverse effect on our business. There can be no assurance, however,
      that compliance with existing or new environmental laws and regulations will
      not
      require us to make significant expenditures of funds.





Employees





We
      currently have three management and administrative employees, two of which
      are
      employed on a full-time basis. None of these employees are covered by a
      collective bargaining agreement. We consider our relations with our employees
      generally to be good.




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Federal
      Regulation of the Broadcast Industry





Our
      construction, purchase, ownership, operation, and sale of radio broadcast
      facilities is regulated by the Federal Communications Commission (the “FCC”),
      which acts under authority derived from the Communications Act of 1934, as
      amended. Among other things, the FCC:





o
            assigns
                frequency bands for broadcasting;





o
            determines
                the particular frequencies, locations, operating powers and other
                technical parameters of broadcasting stations;





o
            issues,
                renews, revokes and modifies station construction permits and operating
                licenses;





o
            determines
                whether to approve changes in ownership or control of station construction
                permits and operating licenses;





o
            regulates
                equipment used by stations; and





o
            adopts
                and implements regulations and policies that directly or indirectly
                affect
                the ownership, operation and employment practices of stations.





The
      Communications Act of 1934, as amended, requires broadcasters to serve the
      public interest. Since 1981, the FCC has relaxed or eliminated many of the
      more
      formalized procedures it developed to promote the broadcast of types of
      programming responsive to the needs of a station’s community of license.
      However, licensees continue to be required to present programming that is
      responsive to community problems, needs and interests and to maintain records
      demonstrating responsiveness. Complaints from listeners concerning a station’s
      programming will be considered by the FCC when it evaluates the licensee’s
      renewal application, although listener complaints may be filed and considered
      at
      any time and must be maintained in the station’s public file.





Congress,
      the FCC or other federal agencies may in the future consider and adopt new
      laws,
      regulations and policies regarding a wide variety of matters that could,
      directly or indirectly, affect the operation, ownership and profitability of
      radio stations, and affect our ability to acquire additional radio stations,
      finance acquisitions or sell our assets. These matters include:





o
            changes
                in the FCC’s ownership rules and policies, including changes to the local
                radio ownership rules and the limitations on the cross-ownership
                of radio
                and other media proposals to increase regulatory fees or to impose
                spectrum use or other fees on FCC licensees;





o
            technical
                and frequency allocation matters and changes to broadcast technical
                requirements;





o
            proposals
                to restrict or prohibit the advertising of beer, wine and other alcoholic
                beverages;





o
            proposals
                to restrict or prohibit the advertising of on-line casinos or on-line
                sports-betting services;





o
            proposals
                to limit the tax deductibility of advertising expenses by advertisers;





o
            restatement
                in revised form of FCC’s equal employment opportunity rules and revision
                to rules relating to political broadcasting; and





o
            proposals
                to regulate or prohibit payments to stations by independent record
                promoters.





We
      cannot predict what other matters might be considered in the future by the
      FCC
      or Congress, nor can we judge in advance what impact, if any, the implementation
      of any of these proposals or changes might have on our business.




Risk
      Factors





*Our
      poor financial condition raises substantial doubt about our ability to continue
      as a going concern.* Our
      current cash resources are not sufficient to satisfy our expected cash
      requirements over the next 12 months. Our ability to continue as a going concern
      is dependent upon our ability to secure additional funding. We do not have
      any
      commitments or identified sources of additional capital from third parties
      or
      from our officers, directors or majority stockholders.  Additional
      financing may not be available to us on favorable terms, if at all.





*We
      are dependent upon acquisition and sale of radio stations and the rights to
      construct or upgrade radio stations.* We
      do not have significant revenue from the daily operation of radio stations
      and
      are dependent upon the periodic acquisition and sale of assets to fund our
      operations. Our business involves the opportunistic acquisition of broadcasting
      companies, radio station groups, individual radio stations, and rights issued
      by
      the FCC to construct or upgrade radio stations. This business involves numerous
      risks associated with buying and selling assets, including the availability
      of
      suitable acquisition candidates, construction delays relating to the
      construction or upgrade of existing stations, availability of funds to undertake
      the cost of acquisition and construction, and the limited number and willingness
      of potential purchasers. There can be no assurance our acquisitions will benefit
      our Company or that we will be able to dispose of the stations that we acquire
      at a profit if at all.




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*Regulatory
      restrictions on transfers of construction permits, broadcast licenses and radio
      stations may delay or prevent an acquisition or sale of a radio station.* The
      acquisition and sale of radio stations requires FCC approval with respect to
      the
      transfer of the construction permit or broadcast license of the acquired
      station. Such acquisitions and sales may also be subject to approval by the
      Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements
      Act
      of 1976, as amended. Although we have not experienced any delays or limitations
      on our acquisitions or dispositions in the past, there can be no assurance
      that
      the FCC or the FTC will approve future transfers of construction permits or
      broadcast licenses or that such approvals will be granted in a timely fashion
      or
      without limitations. A delay or failure to obtain approval of any transaction
      from the FCC or the FTC or a material limitation in acquisition or disposition
      of construction permits, broadcast licenses or radio stations could adversely
      affect our financial condition by delaying or preventing an advantageous
      acquisition or the receipt of proceeds from the sale of a radio
      station.





*We
      may be unable to obtain a broadcast license if we fail to complete the
      construction of a broadcast facility within the time required by the
      construction permit.* Construction
      permits granted by the FCC automatically terminate if the owner does not
      complete the construction of the facility and apply for a broadcast license
      within a specific period of time. If we are unable to complete construction
      and
      apply for a broadcast license within the time required by the construction
      permits that we acquire, or fail to sell such construction permits while there
      is still time for the purchaser to complete the construction required, we will
      lose substantially all of our investment in them.





*Other
      agreements relating to the acquisition of radio stations are subject to
      deadlines and periodic payments that we may not be able to meet.* Agreements
      relating to the acquisition of construction permits and radio stations
      frequently contain deadlines for completion and/or period payments required
      to
      maintain them in force. If we fail to perform such agreements, or fail to make
      the payments, on or before the dates required, such agreements may terminate
      and
      we may lose substantially all of our investment in them.





*We
      are dependent on the continued availability of E. Morgan Skinner, Jr., our
      President and CEO; Lavon Randall, our Secretary and Treasurer, and R. Michael
      Bull, our Principal Accounting Officer.* The
      success of our business is dependent upon the expertise of E. Morgan Skinner,
      Jr., our President and Chief Executive Officer; Lavon Randall, our Secretary
      and
      Treasurer; and R. Michael Bull, our Principal Accounting Officer. We have not
      obtained any key man life insurance relating to them. If we lose their services,
      we may not be able to hire and retain another President and CEO, Secretary
      and
      Treasurer, or Principal Accounting Officer with comparable experience. As a
      result, the loss of their services could reduce our revenues.  We have not
      entered into an employment agreement with Messrs. Skinner, Randall or Bull
      and
      any or all of them may voluntarily terminate their services at any
      time.





*If
      we cannot renew our Federal Communications Commission licenses, our revenues
      will be impaired.* Broadcast
      licenses are issued for a maximum term of eight years and are renewable upon
      application of the holder. Interested persons may challenge a renewal
      application and, on rare occasions, the FCC has revoked licenses, not renewed
      them, or renewed them only with significant qualifications, including renewals
      for less than a full term. We have three (3) broadcast licenses and two (2)
      applications for broadcast licenses that are pending approval with the FCC.
      We
      have experienced delays in receiving broadcast licenses in the past but such
      delays have not affected our operations because the radio stations to which
      they
      related were allowed to operate under a program test authority granted by the
      FCC. The FCC has approved operation under program test authority for the pending
      broadcast licenses and we expect the FCC to approve the applications for
      broadcast licenses in the ordinary course. However, there is no assurance that
      we will be able to obtain broadcast licenses in the future or that our existing
      broadcast licenses will be renewed without restrictions. The failure to obtain
      or renew a broadcast license would materially and adversely affect the value
      of
      our radio stations.





*The
      FCC may increase enforcement activities, or Congress may increase the penalties,
      regarding obscene or indecent material that could cause us to pay substantial
      fines.* The
      FCC’s rules prohibit the broadcast of obscene material at any time and indecent
      material between the hours of 6 am and 10 pm. All broadcasters face the risk
      of
      violating the prohibition on the broadcast of indecent material because of
      the
      inherent vagueness of the FCC’s definition of indecent matter, coupled with the
      spontaneity of live programming. The FCC began more vigorous enforcement of
      its
      indecency rules against the broadcasting industry as a whole, and has levied
      large fines for violations and even threatened to initiate license revocation
      proceedings against broadcast licensees for future serious indecency violations.
      Legislation has also been introduced in Congress that would increase the
      penalties for broadcasting indecent programming and, depending on the number
      of
      violations engaged in, would automatically subject broadcasters to license
      revocation, renewal or qualifications proceedings in the event that they
      broadcast indecent material.  If any of the material that we broadcast is
      deemed to be obscene or indecent, we may be subject to enforcement action,
      which
      may include substantial fines, or revocation, non-renewal or qualification
      of
      our licenses.




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*If
      we do not properly respond to changes in technology, services and standards
      that
      characterize our industry, our revenues may be reduced.* The
      radio broadcasting industry is subject to technological change, evolving
      industry standards and the emergence of new media technologies. We may not
      have
      the resources to acquire new technologies or to introduce new services that
      could compete with these new technologies. Several new media technologies are
      being developed, including:





o
            audio
                programming by cable television systems, direct broadcast satellite
                systems, personal communications systems, Internet content providers
                and
                other digital audio broadcast formats;





o
            satellite
                digital audio radio service, which is provided by two companies offering
                national satellite radio services, including numerous niche formats,
                with
                sound quality comparable to that of compact discs;





o
            in-band
                on-channel digital radio, which could improve the quality of existing
                AM
                and FM stations, and





o
            low-power
                FM radio, which could result in additional FM radio broadcast outlets
                designed to serve small, localized areas.





If
      we do not properly respond to changes in technology, services and standards,
      which characterize our industry, the value of our radio stations will be reduced
      and we may be unable to sell them at an attractive price if at all. As a result,
      our revenues may be reduced.





**Item
      2.****Description
      of Property.**





The
      types of properties required to support each of our radio stations include
      offices, studios, and transmitter-tower sites. The station’s studios are
      generally housed with its sales offices in business districts. The
      transmitter-tower sites are generally located so as to provide maximum signal
      coverage over the market area.





We
      lease approximately 1,500 square feet of office space for our executive offices
      under a three-year, renewable lease that expires on March 31, 2008, with an
      option to renew for an additional three (3) year period. We pay $1,100 per
      month
      for this office space. The lessor under the lease is Vista Leasing LP, a limited
      partnership owned by James G. Larkin and Dale Larkin, who together own 38,850
      shares of our common stock.





We
      lease a transmitter-tower site on approximately 4.3 acres at Summit, Utah for
      the transmission facilities of KENT(AM). The lease is a year-to-year lease
      with
      options to renew annually. The lease expires May 31, 2006. The lease obligation
      is $6,000 per year or $500 per month payable monthly or annually at our option
      along with any city, state or county sales and privilege license
      tax.





We
      lease a transmitter-tower site on approximately 12.5 acres of land in Bear
      River
      City, Utah for KNFL(AM) under a twenty-five-year, renewable lease that expires
      on August 31, 2029.  The lease obligation is $2,500 per year payable
      monthly. The lease obligation is subject to an adjustment after the first twelve
      years based on the differential of the consumer price index.





We
      lease a transmitter-tower site on approximately 4.5 acres in Bannock County,
      Idaho for KPTO(AM) under a thirty-year, renewable lease that expires on November
      30, 2034.  The lease obligation is $5,000 per year payable
      monthly.





We
      have been granted an easement for a transmitter-tower site in Honolulu County,
      Hawaii for KUPA(AM) that, after December 31, 2005, will continue year-to-year.
       We are obligated to pay $2,250 as minimum rent per month pursuant to the
      grant.





All
      of our properties are suitable for their intended use. We do not anticipate
      any
      significant difficulties in renewing any facility leases or in leasing
      alternative or additional space, if required. We own substantially all of our
      other equipment, consisting principally of broadcast towers, antennae,
      transmitters, studio equipment and general office equipment.





**Item
      3.****Legal
      Proceedings.**





On
      or about October 28, 2003, claims for unpaid wages were initiated by Bryan
      L.
      Pugh and Matthew Excel in the Fifth Judicial District Court, Washington County,
      Utah, entitled, *Bryan
      L. Pugh v. Legacy Communications Corporation; Internet Technology Corporation;
      E. Morgan Skinner, Jr. DBA Legacy Communications Corporation; E. Morgan Skinner,
      Jr., and John Does I-XX,* and *Matthew
      Excell v. Legacy Communications Corporation; Internet Technology Corporation;
      E.
      Morgan Skinner, Jr. DBA Legacy Communications Corporation; E. Morgan Skinner,
      Jr., and John Does I-XX.* Messrs.
      Pugh and Excell claim to have been employed by one or more of the named
      defendants pursuant to employment contracts. They further claim that they were
      not paid consistently on regular paydays according to Utah law and in the
      amounts that they claim were agreed upon. Mr. Pugh’s claim is for approximately
      $46,000, plus interest and penalties, if any. Mr. Excel’s claim is for
      approximately $36,000, plus interest and penalties, if any.  The cases are
      consolidated into a single matter before the Fifth District Court, and discovery
      has begun.  We intend to vigorously defend against the allegations, and
      when appropriate, negotiate with Messrs. Pugh and Excel over the amount of
      the
      claims in an effort to resolve the litigation.




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The
      bankruptcy of Red Fern Productions, Inc. (“RFP”), our wholly owned subsidiary,
      commenced on or about October 11, 2000, in the United States bankruptcy Court
      for the District of Utah. In 1999, RFP entered into an agreement with Lyman
      Dayton to film the remake of the motion picture “Where the Red Fern Grows”.
      Production began in August 1999 and ran through November 1999. The production
      costs ran over budget and resulted in bankruptcy of RFP. On June 9, 2001, the
      case was converted to a case under Chapter 7 of the Bankruptcy Code. The assets
      from the film production were sold in the bankruptcy proceeding on March 28,
      2002 for $975,000. The Chapter 7 trustee is holding remaining proceeds in the
      amount of $29,039. The
      remaining liabilities of RFP are $1,010,899. We do not expect to have any
      responsibility for the liabilities of RFP.





From
      time to time, we may be a party to, and our properties may be the subject of,
      routine legal proceedings or threats of legal proceedings that we do not believe
      are material.





**Item
      4.****Submission
      of Matters to a Vote of Security Holders.**





No
      matters were submitted to a vote of the stockholders of the Company during
      the
      fourth quarter of fiscal 2005.





**PART
      II**





**Item
          5.****Market
          For Common Equity, Related Stockholder Matters and Small Business Issuer
          Purchases of Equity Securities.**





Market
      Information





There
      is
      no established public market for our securities. Although we intend to request
      that an NASD market maker file a Form 211 with the NASD in order to secure
      a
      qualification for quotation of our securities on the OTC Bulletin Board, we
      have
      no proposals, arrangements, or understandings with any market maker to file
      a
      Form 211 or with any other person with regard to the development of a trading
      market in any of our securities.





Holders





As
      of December 31, 2005, we had 53 stockholders of record of our common stock.





Dividends





We
      have not declared any cash dividends on our common stock since our inception
      and
      do not anticipate paying such dividends in the foreseeable future.  We plan
      to retain any future earnings for use in our business.  Any decisions as to
      future payments of dividends will depend on our earnings and financial position
      and such other facts, as the Board of Directors deems relevant.





Public
      Offering of Stock





Our
      registration statement (Commission File No. 333-125907) relating to 500,000
      shares of our common stock for $1.00 per share ($500,000 in the aggregate)
      became effective on February 10, 2006. An offering of the shares covered by
      this
      registration statement was not commenced because the Company was unable to
      obtain a permit in the State of Utah for the sale of the shares subject to
      the
      offering. A request to withdraw the registration statement was filed with the
      Securities and Exchange Commission on March 30, 2006.





**Item
      6.****Management’s
      Discussion and Analysis or Plan of Operation.**





This
      Annual Report on Form 10-KSB contains “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 the Company believes
      that
      the expectations reflected in such forward-looking statements are reasonable,
      it
      can give no assurance that such expectations will prove to have been correct.
      Although we believe these expectations are reasonable, our operations involve
      a
      number of risks and uncertainties, including those described under “Description
      of Business” in this Annual Report on Form 10-KSB and other documents filed with
      the Securities and Exchange Commission. Therefore, these types of statements
      may
      prove to be incorrect.




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Comparison
      of the Year Ended December 31, 2005 (“Fiscal 2005”) with the Year Ended December
      31, 2004 (“Fiscal 2004”)





Total
      revenue for Fiscal 2005 decreased by $2,213,925 or 96.5% to $79,474 compared
      to
      $2,293,399 for Fiscal 2004. This decrease was primarily the result of the
      absence of any sales of radio stations in Fiscal 2005 compared to the sale
      of
      three radio stations in Fiscal 2004. Total revenue for Fiscal 2005 consisted
      primarily of option fees paid in connection with an outstanding option to sell
      radio stations. Total revenue for Fiscal 2004 included (i) a $441,698 net gain
      in the sale of KOHO(AM); (ii) a $540,561 net gain in the sale of KSGI(AM);
      and
      (iii) a $1,200,000 net gain in the sale of KZEZ(FM). Total revenues for Fiscal
      2004 also included $89,090 in penalties, interest and fees and $15,000 in
      management fees.





Expenses
      from operations for Fiscal 2005 decreased $386,823 or 22.7% to $1,318,577
      compared to $1,705,400 for Fiscal 2004. This decrease was primarily the result
      of the non-recurrence of the $600,000 non-cash expense relating to the issuance
      of 2,100,000 shares of our common stock as bonus payments to our officers.
      The
      reduction in non-cash expenses was partially offset by a $174,612 increased
      depreciation and amortization expenses relating to radio station assets,
      broadcast licenses, and construction permits. General and administrative fees
      during Fiscal 2005 included $253,047 relating to the fees and expenses incurred
      in connection with the public offering of our common stock. General and
      administrative fees during Fiscal 2004 included $122,853 in fees and expenses
      relating to the public offering of our common stock and $129,653 relating to
      the
      sale of radio stations. These factors substantially offset each other and
      general and administrative expenses during Fiscal 2005 increased $31,954 or
      4.4%
      to $751,560 from $719,606 in Fiscal 2004. As a result of the substantial
      reduction in revenues in Fiscal 2005, income from operations for Fiscal 2005
      declined $1,827,102 or 310.7% to a loss of $1,239,103 compared to income of
      $587,999 for Fiscal 2004.





Other
      expenses during Fiscal 2005 and Fiscal 2004 consisted of interest on outstanding
      debts, which increased in Fiscal 2005 by $86,732 or 59.5% to $232,436 from
      $145,704 for Fiscal 2004, primarily as a result of increased levels of
      indebtedness necessary to support continued operations. In addition, we
      determined that it is probable that we would generate sufficient taxable income
      to utilize tax losses from prior years and recognized other income in the amount
      of $639,129 relating to a deferred tax benefit in Fiscal 2005 compared to other
      income in the amount of $139,995 relating to a deferred tax benefit in Fiscal
      2004.





Net
      income for Fiscal 2005 declined $1,411,644 or 242.4% to a loss of $829,354
      ($.05
      per share) from income of $582,290 ($.04 per share) for Fiscal 2004. As of
      December 31, 2005 we had accumulated deficits of $8,457,825 and a working
      capital deficit of $5,649,445.





Effect
      of Accounting Adjustments





We
      recognized a deferred tax asset in the amount of $469,529 in Fiscal 2005 and
      of
      $359,000 in Fiscal 2004 based on our determination that we would generate
      taxable income in future years and would be able to offset taxes payable on
      such
      income with accumulated net operating loss carry forwards. The value of deferred
      tax losses in previous years was substantially offset by a negative valuation
      adjustment based on evidence that such deferred tax losses would not be utilized
      before expiration. In Fiscal 2004, according to SFAS 109, we determined that
      (a)
      there was no history of operating losses or tax credits expiring without
      application to taxes or taxable earnings, there are no losses expected in early
      future years, there are no unsettled circumstance that, if unfavorably resolved,
      would adversely affect future operations and profit levels, and that no
      carry-back or carry-forward period is so brief that it would limit realization
      of tax benefits, and (b) we have been profitable for the previous three years
      and expect to be profitable for future years based on the accumulated costs
      of
      radio stations and the execution of contracts for sale of radio stations that
      are expected to be completed before the expiration of any carry forward period.





Liquidity
      and Capital Resources





During
      Fiscal 2005, we did not complete the sale of any radio stations. We did receive
      additional deposits in the amount of $600,000 relating to existing contracts
      for
      sale which, together with an increase in net borrowings of $814,686 and $11,945
      in proceeds from the sale of fixed assets, provided funds for operations.  As
      of
      December 31, 2005 our total liabilities were $6,181,569, of which $6,165,833
      were due on demand or within 12 months. As funds are generated from the sale
      of
      radio stations, they will be applied to reduce outstanding indebtedness. We
      believe that the funds generated from the sale of radio stations will be
      sufficient to fund all current obligations.




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On
      February 10, 2006, our registration statement relating to 500,000 shares of
      our
      common stock was declared effective by the Securities and Exchange Commission.
      We did not receive a permit from the State of Utah to sell these securities
      and
      the offering was not commenced.





We
      have received commitments for a $603,500 loan to be used for the purchase and
      upgrade of KYFO (AM), 1490 kHz, Ogden, UT and KNFL (AM), 1470 kHz, Tremonton,
      UT, and a $358,000 loan to be used to complete the construction of KBET (AM),
      790 kHz, Winchester, NV. Both loans will be secured by the assets of the radio
      stations to which they relate and will be repaid upon the sale of the radio
      stations. We will require approximately $85,000 in additional funds to complete
      the acquisition and construction of KYFO (AM) and KNFL (AM) and approximately
      $40,000 in additional funds to complete the acquisition and construction of
      KBET
      (AM). We have not identified a source of funds for these requirements and may
      divert funds from other sources or incur additional indebtedness to our officers
      to complete these stations.





We
      have exercised options to acquire three construction permits and presently
      hold
      an option to acquire one additional construction permit when and if granted
      to
      Eastern Sierra Broadcasting Corporation by the FCC. These options will require
      funding of $62,000, payable upon approval of the assignment of the construction
      permits by the FCC and construction costs of approximately $310,000, payable
      during the construction of the stations. In addition, 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. Although we do not have any
      commitments or identified sources of additional capital from third parties
      for
      these requirements, we believe that debt financing will be available if
      necessary until funds from other sources are available.





We
      currently require approximately $35,600 per month to continue operations. We
      expect our cash requirements to increase to approximately $55,500 per month
      over
      the next six months as additional radio stations are licensed and commence
      full
      operation. Our current cash reserves are not sufficient to fund our cash
      requirements for next 12 months and we will require additional funding of
      approximately $591,400 to continue operations. We expect that such funds will
      be
      provided from sales of radio stations. We
      do not have any commitments or identified sources of additional capital from
      third parties or from our officers, directors or majority stockholders if such
      funds are not available. Additional financing may not be available to us on
      favorable terms, if at all. In the event that we are not able to obtain the
      necessary funds, we will consider winding up and liquidation of all
      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. Our ability
      to continue as a going concern is dependent upon our completing the sale of
      radio stations pursuant to the following outstanding option
      agreements:




**Radio
                Station**
            
            **Expected**
              **Proceeds**
            
            **Current**
              **Investment**
            
            **Estimated
                Cost**
              **to
                be**
              **Incurred**
            
            **Expected**
              **Completion**
              **Date**KUPA(AM),
                1470 kHz, Pearl City, HI
            
            $
            675,000
            
            $
            536,687
            
            $
            -0-
            
            
            02/01/2006KBET(AM),
                790 kHz, Winchester, NV
            
            $
            2,500,000
            
            $
            54,314
            
            $
            398,000
            
            
            5/20/2006KPTO(AM),
                1440 kHz, Pocatello, ID
            
            $
            500,000
            
            $
            246,504
            
            $
            -0-
            
            
            09/01/2006KITT(FM),
                1001 MHz, Soda Springs, ID
            
            $
            1,000,000
            
            $
            276,828
            
            $
            -0-
            
            
            09/01/2006







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**Item
      7.****Financial
      Statements.**





REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
      the
      Board of Directors and Stockholders of


Legacy
      Communications Corporation and Subsidiaries


St.
      George, Utah





We
      have
      audited the accompanying consolidated balance sheet of Legacy Communications
      Corporation and Subsidiaries as of December 31, 2005, and the related
      consolidated statements of operations, stockholders’ equity (deficit) and cash
      flows for the years ended December 31, 2005 and 2004. These consolidated
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall consolidated financial statement
      presentation. We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of Legacy
      Communications Corporation and Subsidiaries as of December 31, 2005, and the
      results of their operations and their cash flows for the years ended December
      31, 2005 and 2004 in conformity with U. S. generally accepted accounting
      principles.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 14 to the
      consolidated financial statements, the Company has a working capital deficit
      as
      well as a deficit in stockholders equity, which raises substantial doubt about
      its ability to continue as a going concern. Management’s plans in regard to
      these matters are also described in Note 14. The consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.











HJ
&
      Associates, LLC


Salt
      Lake
      City, Utah


March
      9,
      2006




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**LEGACY
      COMMUNICATIONS CORPORATION**


**CONSOLIDATED
      BALANCE SHEET**


**ASSETS**


**December
                31,**
              **2005**CURRENT
                ASSETSCash
            
            $
            2,532Escrow
                construction reserve (Note 17)
            
            
            243,437Escrowed
                deposits on station sales (Note 15)
            
            
            200,000Escrowed
                deposits on station purchase (Note 16)
            
            
            40,000Prepaid
                expenses
            
            
            30,419Total
                Current Assets
            
            
            516,388PROPERTY
                AND EQUIPMENT - NET (Notes 2 and 3)
            
            
            527,818OTHER
                ASSETSFCC
                licenses - Net (Notes 2 and 3)
            
            
            463,350Deposits
            
            
            27,200Deferred
                tax asset (Note 2)
            
            
            828,529Construction
                in progress (Note 3)
            
            
            120,803Total
                Other Assets
            
            
            1,439,882TOTAL
                ASSETS
            
            $
            2,484,088






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




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          to Table of Contents**





**LEGACY
      COMMUNICATIONS CORPORATION**


**CONSOLIDATED
      BALANCE SHEET (Continued)**


**LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)**


**December
                31,**
              **2005**CURRENT
                LIABILITIESAccounts
                payable
            
            $
            356,805Accrued
                liabilities (Note 7)
            
            
            960,383Other
                liabilities
            
            
            72,471Other
                liabilities - related party (Note 4)
            
            
            177,936Deposits
                on station sales (Note 15)
            
            
            600,000Income
                tax payable (Note 2)
            
            
            49,400Liabilities
                of subsidiaries in bankruptcy (Note 9)Current Assets
            
            
            981,860Notes
                payable - related parties (Note 5)
            
            
            454,775Notes
                payable (Note 6)
            
            
            1,709,513Accrued
                interest payable (Note 8)
            
            
            802,690Total
                Current Liabilities
            
            
            6,165,833LONG-TERM
                LIABILITYNotes
                payable (Note 6)
            
            
            15,736Total
                Long-Term Liability
            
            
            15,736Total
                Liabilities
            
            
            6,181,569COMMITMENTS
                AND CONTINGENCIES (Note 13)STOCKHOLDERS’
                EQUITY (DEFICIT)Preferred
                stock; 5,000,000 shares authorized at $0.001 par value, no shares
                outstandingCommon
                stock, 50,000,000 shares authorized at $0.001 par value, 17,174,172
                shares
                issued and outstanding
            
            
            17,174Additional
                paid-in capital
            
            
            4,765,675Deferred
                consulting services (Note 10)
            
            
            (22,505
            )Accumulated
                deficit
            
            
            (8,457,825
            )Total
                Stockholders’ Equity (Deficit)
            
            
            (3,697,481
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
            
            $
            2,484,088






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




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          to Table of Contents**


**LEGACY
      COMMUNICATIONS CORPORATION**


**CONSOLIDATED
      STATEMENTS OF INCOME**


**For
                the Years Ended**
              **December
                31****2005**
            
            **2004**REVENUEManagement
                fees
            
            $
            —
            
            $
            15,000Other
                revenue (Note 11)
            
            
            79,474
            
            
            89,090Gain
                on sale of stations (Note 12)
            
            
            —
            
            
            2,189,309Total
                Revenue
            
            
            79,474
            
            
            2,293,399EXPENSESDepreciation
                and amortizationInterest
                expense
            
            
            317,719
            
            
            143,107General
                and administrative
            
            
            751,560
            
            
            719,606Officers
                and directors stock bonusRealized
                gain on sale of assets
            
            
            —
            
            
            600,000Salaries
                and personnel costs
            
            
            249,298
            
            
            242,687Total
                Expenses
            
            
            1,318,577
            
            
            1,705,400INCOME
                (LOSS) FROM OPERATIONS
            
            
            (1,239,103
            )
            
            587,999OTHER
                INCOME (EXPENSE)Gain
                on sale of assetsNET
                INCOME (LOSS)
            
            
            3,056
            
            
            —Interest
                expense
            
            
            (232,436
            )
            
            (145,704
            )Total
                Other Income (Expense)
            
            
            (229,380
            )
            
            (145,704
            )INCOME
                (LOSS) BEFORE INCOME TAXES
            
            
            (1,468,483
            )
            
            442,295Income
                tax (benefit) (Note 2)
            
            
            (639,129
            )
            
            (139,995
            )NET
                INCOME (LOSS)
            
            $
            (829,354
            )
            $
            582,290BASIC
                AND FULLY DILUTEDEARNINGS
                (LOSS) PER SHARE
            
            $
            (0.05
            )
            $
            0.04WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            17,174,172
            
            
            14,652,314






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




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          to Table of Contents**




**LEGACY
      COMMUNICATIONS CORPORATION**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)**


Common
                StockShares
            
            Amount
            
            Additional
              Paid-in
                Capital
            
            Deferred
                Consulting
              Services
            
            Accumulated
                DeficitBalance,
                December 31, 2003
            
            
            14,574,172
            
            $
            14,574
            
            $
            3,718,214
            
            $
            —
            
            $
            (8,210,761
            )Common
                stock issued to officers and directors for bonus
            
            
            2,100,000
            
            
            2,100
            
            
            597,900
            
            
            —
            
            
            —Common
                stock issued for deferred consulting services
            
            
            500,000
            
            
            500
            
            
            309,500
            
            
            (310,000
            )
            
            —Amortization
                of deferred consulting services
            
            
            —
            
            
            —
            
            
            —
            
            
            84,950
            
            
            —Contribution
                of accrued back payroll by officers
            
            
            —
            
            
            —
            
            
            140,061
            
            
            —
            
            
            —Net
                income for the year ended December 31, 2004
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            582,290Balance,
                December 31, 2004
            
            
            17,174,172
            
            
            17,174
            
            
            4,765,675
            
            
            (225,050
            )
            
            (7,628,471
            )Amortization
                of deferred consulting services
            
            
            —
            
            
            —
            
            
            —
            
            
            202,545
            
            
            —Net
                loss for the year ended December 31, 2005
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (829,354
            )Balance,
                December 31, 2005
            
            
            17,174,172
            
            $
            17,174
            
            $
            4,765,675
            
            $
            (22,505
            )
            $
            (8,457,825
            )






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




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          to Table of Contents**


**LEGACY
      COMMUNCATIONS CORPORATION**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**For
                the Years Ended**
              **December
                31,****2005**
            
            **2004**CASH
                FLOWS FROM OPERATING ACITIVITIES:Net
                income (loss)
            
            $
            (829,354
            )
            $
            582,290Adjustments
                to reconcile net income (loss) to net cash used by operating activities:Depreciation
                and amortization
            
            
            317,719
            
            
            143,107Gain
                on disposition of station asset
            
            
            (3,056
            )
            
            (2,189,309
            )Loss
                attributable to termination of project
            
            
            18,152
            
            
            —Amortization
                of deferred consulting services
            
            
            202,545
            
            
            84,950Shares
                issued for bonuses
            
            
            —
            
            
            600,000Changes
                in assets and liabilities:(Increase)
                decrease in accounts and other receivables
            
            
            —
            
            
            310,000(Increase)
                decrease in escrow deposits
            
            
            (458,438
            )
            
            —(Increase)
                decrease in prepaid expenses
            
            
            (28,385
            )
            
            (949
            )(Increase)
                decrease in deposits/other assets
            
            
            (16,640
            )
            
            (10,560
            )(Increase)
                in deferred tax asset
            
            
            (469,529
            )
            
            (359,000
            )Increase
                (decrease) in accounts payable
            
            
            75,354
            
            
            (132,456
            )Increase
                (decrease) in accrued expenses
            
            
            53,671
            
            
            311,318Increase
                (decrease) in income tax payable
            
            
            (169,605
            )
            
            219,005Increase
                (decrease) in accrued interest payable
            
            
            104,319
            
            
            (11,517
            )Increase
                (decrease) in other liabilities
            
            
            (1,271
            )
            
            (1,587,894
            )Proceeds
                from disposition station assets
            
            
            —
            
            
            2,259,500Purchase
                of station assets
            
            
            (243,341
            )
            
            (757,637
            )Increase
                in deposits on station sales
            
            
            600,000
            
            
            —Net
                Cash (Used) by Operating Activities
            
            
            (847,859
            )
            
            (539,152
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Proceeds
                from sale of fixed assets
            
            
            11,945
            
            
            —Net
                Cash Provided by Investing Activities
            
            
            11,945
            
            
            —CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from related parties - short term notes payable
            
            
            132,000
            
            
            —Repayments
                to related parties - short term notes payable
            
            
            (17,225
            )
            
            —Repayment
                of notes payable
            
            
            (22,964
            )
            
            (208,642
            )Repayment
                of notes payable - related parties
            
            
            —
            
            
            (45,040
            )Proceeds
                from notes payable - related parties
            
            
            18,000
            
            
            60,000Proceeds
                from notes payable
            
            
            704,875
            
            
            734,500Net
                Cash Provided by Financing Activities
            
            
            814,686
            
            
            540,818INCREASE
                (DECREASE) IN CASH
            
            
            (21,228
            )
            
            1,666CASH
                AT BEGINNING OF PERIOD
            
            
            23,760
            
            
            22,094CASH
                AT END OF PERIOD
            
            $
            2,532
            
            $
            23,760






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




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          Contents**


**LEGACY
      COMMUNCATIONS CORPORATION**


**CONSOLIDATED
      STATEMENTS OF CASH FLOW (CONTINUED)**


**For
                the Years Ended**
              **December
                31,****2005**
            
            **2004**SUPPLEMENTAL
                DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES:Common
                stock issued for services and bonus
            
            $
            —
            
            $
            600,000Common
                stock issued for deferred consulting expense
            
            $
            —
            
            $
            310,000Contribution
                of accrued back payroll by officers
            
            $
            —
            
            $
            140,062CASH
                PAID FOR:Interest
            
            $
            163,196
            
            $
            72,423Income
                taxes
            
            $
            —
            
            $
            —






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




-18-
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          to Table of Contents**


**LEGACY
      COMMUNICATIONS CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2005 and 2004**





NOTE
      1
      -  COMPANY
      ORGANIZATION AND BUSINESS ACTIVITY





On
      September 23, 1997, Legacy Communications Corporation (Legacy) was established
      as a Nevada corporation. The Company’s primary business activities include
      buying, developing, operating and selling radio stations and auxiliary
      services.





Subsidiaries





As
      of
      December 31, 2005, the following were wholly-owned subsidiaries:





·
            AM
                Radio 790, Inc., a Utah corporation and permitee of KBET (AM), Winchester,
                NV.


·
            AM
                Radio 1370, Inc., a Utah corporation and licensee of KUPA (AM), Pearl
                City, HI.


·
            AM
                Radio 1440, Inc., a Utah corporation and licensee of KPTO (AM), Pocatello,
                ID.


·
            AM
                Radio 1470, Inc., a Utah corporation and licensee of KNFL (AM), Tremonton,
                UT.


·
            AM
                Radio 1490, Inc., a Utah corporation and applicant for the assignment
                of
                KYFO (AM), Ogden, UT.


·
            Americast
                Media Corporation, a Utah corporation and applicant for construction
                permits of AM Radio Stations serving the communities of Middletown,
                ID,
                Beaver, UT, Santa Clara, UT and Mililani,
                HI.


·
            Diamond
                Broadcasting Corporation, a Utah corporation and leaseholder of an
                AM
                radio transmitter & tower site located in Mililani,
                HI.


·
            Diamond
                Media, LLC, a Utah limited-liability company and option holder of
                construction permit applications for new AM Radio Station construction
                permits serving the communities of Bishop, CA, Beatty, NV, Hawthorne,
                NV
                and Tonopah, NV.


·
            Sunset
                Communications Corporation, a Utah corporation and leaseholder of
                a
                Multi-User Communications tower site at Sunset Peak in the Fish Lake
                National Forest.


·
            Tri-State
                Media Corporation, a Utah corporation and licensee of KITT (FM),
                Soda
                Springs, ID.





NOTE
      2
      -  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





This
      summary of significant accounting policies of Legacy Communications Corporation
      and subsidiaries is presented to assist in understanding the Company’s financial
      statements. The financial statements and notes are representations of the
      Company’s management, which is responsible for their integrity and objectivity.
      These accounting policies conform to accounting principles generally accepted
      in
      the United States of America and have been consistently applied in the
      preparation of the financial statements.





a.
      Accounting Method





The
      Company’s financial statements are prepared using the accrual method of
      accounting. The Company has elected a December 31 year-end.





b.
      Cash
      Equivalents





The
      Company considers all highly liquid investments with a maturity of three months
      or less when purchased to be cash equivalents.





c.
      Basic
      Earnings Per Share





The
      computation of basic income (loss) per share of common stock is based on the
      weighted average number of shares outstanding during the period. There are
      no
      dilutive instruments outstanding at December 31, 2005 or 2004.




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December
                31,2005
            
            2004Numerator
                - Income (Loss)
            
            $
            (829,354
            )
            $
            582,290Denominator
                - weighted average shares outstanding
            
            
            17,174,172
            
            
            14,652,314Basic
                income (loss) per share
            
            $
            (0.05
            )
            $
            0.04





d.
      Use of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





e.
      Provision for Taxes





Deferred
      taxes are provided on a liability method whereby deferred tax assets are
      recognized for deductible temporary differences and operating loss and tax
      credit carryforwards 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 that 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 changes in tax laws and rates on the date of enactment.





At
      December 31, 2005, it was determined that the deferred tax asset which in prior
      years carried a valuation allowance should be recorded for tax timing
      differences in the amount of $828,529. This determination was based primarily
      on
      the improvement in the Company’s net income over the past two fiscal years,
      particularly during 2004.





Accordingly,
      management believes that it is more likely than not that the Company will
      generate sufficient taxable income to realize these future tax benefits. The
      changes in the valuation allowance resulted in the recording of an income tax
      benefit of $639,129. If the Company is unable to generate sufficient taxable
      income in the future, increases in the valuation allowance will be required
      through a charge to expense.





The
      provision (benefit) for income taxes for the years ended December 31, 2005
      and
      2004 consist of the following:





2005
            
            2004Federal:Current
            
            $
            —
            
            $
            159,340Deferred
            
            
            (558,452
            )
            
            —State:Current
            
            
            1,400
            
            
            59,665Deferred
            
            
            (82,122
            )
            
            —$
            (639,174
            )
            $
            219,005




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Net
      deferred tax assets consist of the following components as of December 31,
      2005
      and 2004:





2005
            
            2004Deferred
                tax assets:NOL
                Carryover
            
            $
            285,086
            
            $
            —Accrued
                Expenses
            
            
            455,055
            
            
            353,600Depreciation
            
            
            88,388
            
            
            5,400Deferred
                tax liabilities:Depreciation
            
            
            —
            
            
            —Valuation
                allowance
            
            
            —
            
            
            —Net
                deferred tax asset
            
            $
            828,529
            
            $
            359,000





The
      income tax provision differs from the amount of income tax determined by
      applying the U.S. federal income tax rate of 39% to pretax income from
      continuing operations for the years ended December 31, 2005 and 2004 due to
      the
      following:





2005
            
            2004Book
                Income
            
            $
            (572,710
            )
            $
            172,495Gain/Loss
                Sale of Assets
            
            
            347
            
            
            (4,585
            )NOL
                Utilization
            
            
            —
            
            
            (259,300
            )Depreciation
            
            
            83,791
            
            
            —Accrued
                Expenses
            
            
            12,094
            
            
            —Accrued
                Compensation
            
            
            20,933
            
            
            —Other
            
            
            (546
            )
            
            (48,605
            )Change
                in valuation account
            
            
            —
            
            
            —Net
                deferred tax asset
            
            $
            (456,091
            )
            $
            139,995





f.
      Property and Equipment





Property
      and equipment are recorded at cost. Major additions and improvements are
      capitalized. Minor replacements, maintenance and repairs that do not increase
      the useful life of the assets are expensed as incurred. Depreciation of property
      and equipment is determined using the straight-line method over the expected
      useful lives of the assets as follows:





Description
            
            Useful
                LivesOffice
                and studio equipment
            
            
            5
                yearsFCC
                Licenses
            
            
            5
                yearsVehicles
            
            
            5
                yearsTower
            
            
            20
                yearsLease
                improvements
            
            
            15
                years or life of the lease





g.
      Advertising





The
      Company follows the policy of charging the costs of advertising to expense
      as
      incurred. There were no advertising expenses for the years ended December 31,
      2005 and 2004.





h.
      Newly
      Issued Accounting Pronouncements





During
      the year ended December 31, 2005, the Company adopted the following accounting
      pronouncements:





On
      December 16, 2004 the FASB issued SFAS No. 123(R), *Share-Based
      Payment* ,
      which is an amendment to SFAS No. 123, *Accounting
      for Stock-Based Compensation.* This new standard eliminates the ability to account for share-based compensation
      transactions using Accounting Principles Board (“APB”) Opinion No. 25, *Accounting
      for Stock Issued to Employees,* and
      generally requires such transactions to be accounted for using a
      fair-value-based method and the resulting cost recognized in our financial
      statements. This new standard is effective for awards that are granted, modified
      or settled in cash in interim and annual periods beginning after June 15, 2005.
      In addition, this new standard will apply to unvested options granted prior
      to
      the effective date. We adopted this new standard effective for the fourth fiscal
      quarter of 2005.




-21-
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In
      December 2004, the FASB issued SFAS No.153, *Exchange
      of Nonmonetary Assets* .
      This Statement addresses the measurement of exchanges of nonmonetary assets.
      The
      guidance in APB Opinion No. 29, *Accounting
      for Nonmonetary*  *Transactions* ,
      is based on the principle that exchanges of nonmonetary assets should be
      measured based on the fair value of the assets exchanged. The guidance in that
      Opinion, however, included certain
      exceptions to that principle. This Statement amends Opinion 29 to eliminate
      the
      exception for nonmonetary exchanges of similar productive assets and replaces
      it
      with a general exception for exchanges of nonmonetary assets that do not have
      commercial substance. A nonmonetrary exchange has commercial substance if the future cash
      flows of the entity are expected to change significantly as a result of the
      exchange. This Statement is effective for financial statements for fiscal years
      beginning after June 15, 2005.
      Earlier application is permitted for nonmonetary asset exchanges incurred during
      fiscal years beginning after the date of this statement is issued. Management
      believes the adoption of this Statement will have no impact on the financial
      statements of the Company.





The
      implementation of the provisions of these pronouncements is not expected to
      have
      a significant effect on the Company’s consolidated financial statement
      presentation.





i. Equity
      Securities





Equity
      securities issued for services rendered have been accounted for at the more
      readily determinable value of the common stock given up or the value of the
      services that were received.





j.
      Preferred Stock





The
      Company has authorized 5,000,000 shares of preferred stock. No shares were
      outstanding at December 31, 2005. The board of directors will determine the
      rights and preferences of the preferred stock at the time of
      issuances.





k.
      Revenue Recognition





The
      Company recognizes revenue for providing management related services to other
      radio stations when the services have been performed, the amount is known and
      collection is reasonably assured. The Company recognizes revenue from the sale
      of stations when the sale is closed. The Company determines the amount of gain
      as the sales price less the depreciated basis of the assets that have been
      sold.
      An application for the assignment of the station licenses and assets to the
      buyer is filed with the Federal Communications Commission (FCC). The gain is
      not
      recognized until the FCC approves the sale and transfer of the station license.
      (Notes 11,12)





l.
      Long
      Lived Assets





The
      Company annually assess for impairment of long lived assets. The Company will
      assess whenever events or changes in circumstances would indicate that an
      assessment of the valuation is needed. An impairment loss will be recognized
      only if the carrying amount of the long-lived asset is not recoverable and
      exceeds its fair value. The carrying amount of the long-lived asset is not
      recoverable if it exceeds the sum of the undiscounted cash flows expected to
      result from the use and/or disposition at the long-lived asset. The impairment
      loss will be the difference between the carrying value and the estimated fair
      value and will be presented in the period in which the impairment is
      measured.




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NOTE
      3
      -  PROPERTY,
      EQUIPMENT AND FCC LICENSES





As
      of
      December 31, 2005 the Company had construction in progress of $120,803. These
      are capitalized expenditures for future radio stations for which broadcast
      license applications have been filed with the FCC. Property and equipment at
      December 31, 2005 consisted of the following:


Office
                and studio equipment
            
            $
            58,849Vehicles
            
            
            33,130Transmitter
                site equipment
            
            
            248,425Towers
            
            
            201,010Buildings
            
            
            56,774Leasehold
                improvements
            
            
            32,654Total
            
            
            630,842Less
                accumulated depreciation and amortization
            
            
            (103,024
            )Property
                and Equipment - Net
            
            $
            527,818FCC
                licenses
            
            $
            818,813Less:
                Accumulated amortization
            
            
            (355,463
            )FCC
                Licenses - Net
            
            $
            463,350





Depreciation
      and amortization expense for the years ended December 31, 2005 and 2004 was
      $317,719 and $143,107, respectively.





NOTE
      4
      -  RELATED
      PARTY BALANCES





At
      December 31, 2005, the Company had the following balances due to related
      parties:


Various
                payables due to shareholders
            
            $
            106,000Accrued
                interest on payables due to shareholders ranging from 5.1% to
                7.5%
            
            
            71,936Related
                Party Balance - Net Liability
            
            $
            177,936




NOTE
      5
      -  NOTES
      PAYABLE - RELATED PARTIES




At
      December 31, 2005, the Company had the following notes payable due to related
      parties:


Various
                notes due to shareholders, non-interest bearing, unsecured and due
                on
                demand.
            
            $
            52,000Short
                term notes due to President, bearing interest at 10.50%, unsecured
                and due
                on demand.
            
            
            114,775Notes
                due to shareholder, bearing interest at 8.00% unsecured and due on
                demand.
            
            
            210,000Notes
                due to shareholder, bearing interest at 8.00%, unsecured and due
                on
                demand.
            
            
            18,000Notes
                due to shareholders, bearing interest at 8.00%, unsecured and due
                on
                demand.
            
            
            60,000Total
                Notes Payable - related party
            
            $
            454,775






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Accrued
      interest of $285,621 is due to these related parties and is recorded in the
      accrued interest payable (Note 8).





NOTE
      6
      -  NOTES
      PAYABLE





The
      following notes payable were outstanding at December 31, 2005:


Note
                payable to an individual dated November 1, 1997, bearing interest
                at
                10.00%, due on demand, unsecured.
            
            $
            63,000Note
                payable to an individual dated November 1, 1997 bearing interest
                at 10.00%
                due on demand, unsecured.
            
            
            16,500Note
                payable to an individual dated November 1, 1997, bearing interest
                at
                10.00%, due on demand, unsecured.
            
            
            4,028Note
                payable to an individual dated November 1, 1997, bearing interest
                at
                10.00%, due on demand, unsecured.
            
            
            23,500Note
                payable to an individual dated December 23, 1994, bearing interest
                at
                10.00%, due on demand, unsecured.
            
            
            10,000Note
                payable to an individual dated March 3, 1995, bearing interest at
                8.00%,
                due on demand, unsecured.
            
            
            75,000Note
                payable to an individual dated June 27, 2005, bearing interest at
                10.50%,
                due on demand, unsecured.
            
            
            129,375Note
                payable to an individual dated November 20, 1997, bearing interest
                at
                11.00%, due on demand, unsecured.
            
            
            13,000Note
                payable to an individual dated October 12, 1999, bearing interest
                at
                10.00%, due on demand, unsecured.
            
            
            40,000Note
                payable on a vehicle loan dated December 4, 2004, bearing interest
                at
                2.90%, requiring monthly payments of $471, due by November 5,
                2009.
            
            
            20,846Note
                payable to a corporation dated July 23, 2004, bearing interest at
                14.75%,
                due July 23, 2005, secured by current assets.
            
            
            1,150,000Note
                payable to an individual dated December 16, 1999, bearing interest
                at
                25.00%, due on demand, unsecured.
            
            
            180,000Total
                notes payable
            
            
            1,725,249Less:
                current maturities
            
            
            (1,709,513
            )Total
                Long-Term Debt
            
            $
            15,736





Maturities
      of notes payable are as follows:


December
                31, 2006
            
            $
            1,709,5132007
            
            
            5,2602008
            
            
            5,416Thereafter
            
            
            5,060$
            1,725,249






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Interest
      payable of $517,069 is accrued on these notes payable and is included in the
      accrued interest payable (Note 8).





NOTE
      7 -  ACCRUED
      LIABILITIES





Accrued
      liabilities consisted of the following at December 31, 2005




Accrued
                payroll
            
            $
            336,655Accrued
                payroll taxes
            
            
            511,570Penalty
                and interest on payroll taxes
            
            
            112,158Total
                Accrued Liabilities
            
            $
            960,383





NOTE
      8
      -  ACCRUED
      INTEREST PAYABLE





Accrued
      interest payable consisted of the following at December 31, 2005:





Accrued
                interest payable to related parties on notes payable
                payroll
            
            $
            120,850Accrued
                interest payable to unrelated parties on notes payable
            
            
            517,069Accrued
                interest payable to shareholder on notes converted to
                equity
            
            
            164,771Total
                accrued interest payable
            
            $
            802,690




On
      March
      31, 1998, the principal investment of Lavon Randall (“Randall”) of $1,169,953
      was converted into 1,101,340 shares of common stock. At that date, the Company
      owed Randall $519,684 of accrued interest on those notes. The accrued interest
      was not converted to equity. The Company has agreed to make payments to Randall
      on the interest in consulting fees and reimbursement for certain personal
      expenses until the balance is paid in full. During the year ended December
      31,
      2004 the Company paid $71,194 and during the year ended December 31, 2005 the
      Company paid $16,454. The remaining balance due Randall at December 31, 2005
      was
      $164,771.





NOTE
                9 -
            LIABILITIES
                OF SUBSIDIARIES IN BANKRUPTCY





In
      1999,
      the Company along with Lyman Dayton agreed to film the remake of the motion
      picture “Where the Red Fern Grows”. Production began in August 1999 and ran
      through November 1999. The production costs ran over budget resulting in the
      cancellation of the film production. The remake was never completed. Red Fern
      Productions filed a Chapter 11 bankruptcy on November 3, 2000 and then a Chapter
      11 to Chapter 7 conversion on June 9, 2001 with a liability balance of
      $1,795,319. The assets from the film production were sold on March 28, 2002
      for
      $975,000. The Chapter 7 trustee is holding proceeds in the amount of $29,039.
      The remaining proceeds were used first to pay prior and current year bankruptcy
      expenses and then the original liability. As of the date of this audit report
      the bankruptcy has not been finalized.





Net
                liability of subsidiaries in bankruptcy
            
            $
            981,860





NOTE
      10 -
      EQUITY TRANSACTIONS





During
      December 2004 year the Company authorized and issued 600,000 shares forward
      split to 2,100,000 shares of common stock valued at $600,000 as a bonus for
      the
      officers and directors of the Company.





On
      December 20, 2004 the Company authorized and completed a forward split of its
      outstanding common stock in a ratio of three and a half (3.5) shares for each
      shares of stock. All references to common stock have been restated to show
      the
      effect of the forward split.




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During
      the 2004 year the Company entered into a consulting and advisory service
      contract in conjunction with the development of a federally registered
      securities registration package for the sale, to the public, of the securities
      of the Company. As compensation for these services the Company is to pay $75,000
      in cash and issue 500,000 shares of common stock valued at $310,000. The Company
      has recognized a deferred consulting fee of $225,050 for services to be
      performed in the near future. As of December 31, 2005 the Company has a deferred
      consulting balance of $22,505.





During
      the 2005 year the Company had no equity transactions.





NOTE
                11 -
            OTHER
                REVENUE





Other
      revenue consisted of the following at December 31, 2005 and 2004,
      respectively:


Option
                fees paid by Lakeshore Media
            
            $
            79,474Total
                other revenue at December 31, 2005
            
            $
            79,474Penalty,
                fees, and interest paid by Marathon Media
            
            $
            89,090Total
                other revenue at December 31, 2004
            
            $
            89,090





NOTE
      12 -
      GAIN ON SALE OF STATIONS AND OTHER ASSETS





Gain
      on
      sale of stations and other assets consisted of the following at December 31,
      2005 and 2004, respectively:


Net
                gain on disposition of other assets
            
            $
            3,056Total
                net gain on sale of assets at December 31, 2005
            
            $
            3,056Net
                gain on sale of AM Radio 1170, Inc. station
            
            $
            441,698Net
                gain on sale of AM Radio 1450, Inc. station
            
            
            540,561Net
                gain on sale of FM Radio 99.9, Inc. station
            
            
            1,200,000Net
                gain on sale of other assets
            
            
            7,050Total
                net gain on sale of stations at December 31, 2004
            
            $
            2,189,309





NOTE
      13
      -  COMMITMENTS
      AND CONTINGENCIES





Rental
      Obligations





The
      following is a schedule of future rents payable under operating
      leases:





Year
                Ended
              December
                31,2006
            
            $
            58,2582007
            
            
            58,3042008
            
            
            58,3522009
            
            
            58,4022010
            
            
            58,454$
            291,770





Rent
      and
      facility maintenance expense for the years ended December 31, 2005 and 2004
      was
      $52,237 and $37,949, respectively.




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Pledged
      Assets





The
      pledged assets of Legacy Communications Corporation are in the form of corporate
      stock issued to Legacy in each subsidiary company. The stock is pledged to
      US
      Capital, Inc. as collateral for the $1,150,000 loan. The following are the
      subsidiary companies in which US Capital has a secured interest in the stock
      authorized and issued to Legacy.





§  50,000
      shares of common stock in AM Radio 1400, Inc. licensee of KENT(AM), Parowan,
      UT


§  50,000
      shares of common stock in AM Radio 1470, Inc. licensee of KNFL(AM), Tremonton,
      UT


§  50,000
      shares of common stock in AM Radio 1370, Inc. licensee of KUPA(AM), Pearl City,
      HI


§  50,000
      shares of common stock in AM Radio 790, Inc. permitee of KBET(AM), Winchester,
      NV (Las Vegas)


§  50,000
      shares of common stock in Tri-State Media Corporation licensee of KITT(FM),
      Soda
      Springs, ID.





The
      stock
      50,000 shares of common stock in AM Radio 1440, Inc. is pledged to Lakeshore
      Media Company, LLC as collateral for the $300,000 option deposit fee.





NOTE
      13
      -  COMMITMENTS
      AND CONTINGENCIES (Continued)





Legal
      Proceedings





On
      or
      about October 28, 2003, a claim for unpaid wages was initiated by Bryan L.
      Pugh
      and Matthew Excell in the Fifth Judicial District Court, Washington County,
      Utah, entitled, *“Bryan
      L. Pugh v. Legacy Communications Corporation; Internet Technology Corporation;
      E. Morgan Skinner, Jr. DBA Legacy Communications Corporation; E. Morgan Skinner,
      Jr., and John Does I-XX,* Case No.
      030501887” and *“Bryan
      L. Pugh v. Legacy Communications Corporation; Internet Technology Corporation;
      E. Morgan Skinner, Jr. DBA Legacy Communications Corporation; E. Morgan Skinner,
      Jr., and John Does I-XX,* Case
      No.
      030501888.” Both claims arise from their work for a company called, Internet
      Technology Corporation, and are based on the allegation that Messrs. Pugh and
      Excell were not paid wages due and owing them. Legacy Communications Corporation
      was the majority shareholder of this entity, which has since been
      administratively dissolved. The cases were consolidated into a single matter
      before the Fifth District Court, as Case No. 3050187. The depositions of the
      plaintiffs and E. Morgan Skinner, Jr. and Lavon Randall have taken place. A
      bench trial was set for February 20, 21, and 23, 2006, but was continued to
      a
      date that as of yet, has not been scheduled by the Court. The Company has
      accrued $150,000 as a potential liability pending settlement of this case.
      This
      amount is included in accrued expenses.





NOTE
      14
      -  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
      which 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 December 31, 2005.
      Net income reported at December 31, 2004 is 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 to collect funds due the Company
      under the Option Agreement with Lakeshore Media, LLC dated March 6, 2005 and
      obtaining additional capital to fund current and future operations.





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 these acquisitions and improvements include:





§
            Purchase
                KYFO (AM) 1490kHz, Ogden, UT approved by the FCC December 6, 2004
                and
                renovated station’s studios, offices and transmission
                equipment.


§
            Consolidate
                the offices and studio facilities of KNFL (AM), 1470kHz, Tremonton,
                UT
                with KYFO (AM) 1490kHz, Ogden, UT.


§
            Acquire
                the license for the new HD Radio technology enabling each AM and
                FM radio
                station to broadcast programming digitally - a tremendous technological
                leap from the familiar analog broadcasts of the past. Digital broadcasting
                provides listeners with new wireless data services and radically
                improved
                audio quality and reception. The Federal Communications Commission
                (FCC)
                approved HD Radio technology in 2002 and the commercial rollout of
                the
                technology began in 2003 with AM and FM radio stations around the
                country
                began digital broadcasts.


§
            The
                Company has acquired options for the purchase of four (4) new AM
                radio
                station construction permits in a strategic cluster that will be
                developed
                and operated in a central location as regional profit
                centers.


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






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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
      15
      -CONTRACTS FOR SALE OF STATIONS





Legacy
      Communications signed an option agreement March 3, 2005 amended September 27,
      2005 to sell KPTO, AM1440kHz, Pocatello, Idaho, and KITT (FM), 100.1MHz, Soda
      Springs, Idaho to Lakeshore Media, LLC. The option holder, Lakeshore, has agreed
      to pay $1.5 million under the following terms: $300,000 down plus a monthly
      option fee of $8,000 for a 12-month period. The option holder under the amended
      option agreement signed September 27, 2005 must exercise the option to purchase
      by June 1, 2006 and close the transaction by August 15, 2006 or forfeit the
      option fees paid.





Legacy
      through its subsidiary AM Radio 1370, Inc. signed an Asset Purchase Agreement
      on
      June 25, 2005 to sell KUPA(AM) 1370kHz, Pearl City, Hawaii to Broadcasting
      Corporation of America for $650,000 cash. The FCC approved the assignment August
      18, 2005. However, the sale to Broadcast Corporation of America did not close
      prior to the commencement of the FCC broadcast license renewal cycle on October
      1, 2005. As a result, the $50,000 earnest money deposit placed in the escrow
      account of attorney Dan J. Alpert on July 22, 2005 was released to Legacy under
      provisions of an amended Asset Purchase Agreement signed November 17, 2005
      that
      also provides an additional $25,000 be added to the purchase price and the
      closing take place on or before February 17, 2006 or within 10-days from the
      FCC
      broadcast license renewal date.





Legacy
      through its subsidiary AM Radio 790, Inc. signed an option agreement August
      22,
      2005 to sell KBET(AM), AM790kHz, Winchester, Nevada (Las Vegas market) to
      Beasley Broadcast Group, Inc. The option holder, Beasley, has agreed to pay
      $2.5
      million under the following terms: $250,000 down of which $50,000 has been
      paid
      to Legacy as a non-refundable deposit and $200,000 placed in escrow with media
      broker John L. Pierce. The Company is required to build the station and upon
      receiving FCC authorization for Program Test Authority the option holder has
      10-days in which to exercise the option to purchase the station.





The
      following represents the detail of the $600,000:


Upfront
                Option Fee, AM Radio 1440 (KPTO) & KITT (FM)
            
            $
            300,000Escrow
                deposit, AM Radio 790 (KBET-Las Vegas)
            
            
            200,000Non-refundable
                deposit fee, AM Radio 790 (KBET-Las Vegas)
            
            
            50,000Earnest
                money deposit, AM Radio 1370 (KUPA-Hawaii)
            
            
            50,000Total
                Deposits on Stations Sales
            
            $
            600,000





NOTE
      16
      -DEPOSIT ON STATION PURCHASE





Legacy
      through its subsidiary AM Radio 1490, Inc. entered into an agreement July 29,
      2005 and amended October 2, 2005 for the purchase of the assets used and useful
      in the operation of radio station KYFO(AM), 1490kHz, Ogden, Utah from the Bible
      Broadcasting Network, Inc. The purchase price is $540,000 of which $40,000
      has
      been deposited in a joint escrow account with an expected closing date of March
      31, 2006.





NOTE
      17
      -ESCROW RESERVE





On
      October 3, 2005, the Company increased their loan by $445,000 with US Capital,
      Inc. The additional funds included an Escrow Construction Reserve in the amount
      of $250,000 that is drawn down on and used by the Company for costs associated
      with the construction of KBET, AM790kHz, Winchester, (Las Vegas, Nevada). The
      Escrow Construction Reserve balance as of December 31, 2005 is
      $243,437.




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NOTE
      18
      -  SUBSEQUENT
      EVENTS





The
      following is a list of material subsequent events:





·
            An
                option fee of $50,000 due from Lakeshore Media Company, LLC on February
                28, 2006 was not paid timely as required by the Amended Asset Purchase
                Agreement dated September 27, 2005. The option fee of $8,000 due
                March 1,
                2006 was not received timely pursuant to the Option Purchase Agreement
                as
                Amended. Lakeshore was given notice of its breach of the Option Purchase
                Agreement as Amended for the purchase of the assets of AM Radio 1440,
                Inc.
                licensee of KPTO (AM), 1440kHz, Pocatello, ID and Tri-State Media
                Corporation licensee of KITT (FM), 100.1MHz, Soda Springs, ID. The
                Company
                received the option fee of $8,000 including late charges of $900
                plus an
                additional $15,000 of the $50,000 due February 28, 2006. Lakeshore
                Media
                has committed to pay $35,000 balance on or before March 20,
                2006.





·
            On
                January 9, 2006, the Company was extended an additional $5,000 loan
                from
                the President, which was added to the existing Short Terms Notes
                Payable -
                Related in 2006.





·
            On
                January 27, 2006 the Company issued 100,000 shares of common stock
                to
                Keith Martindale pursuant to the management contract between Tri-State
                Media Corporation licensee of KITT (FM), Soda Springs, ID, Legacy
                Communications Corporation and Martindale signed and dated March
                16,
                2005.





·
            On
                February 28, 2006 the Company issued 100,000 shares of common stock
                to the
                Randall Family Trust, Lavon Randall, Trustee and 100,000 shares of
                common
                stock to the Bear River Trust, E. Morgan Skinner, Jr., Trustee for
                having
                achieved clearance from the SEC for the Company to begin trading
                publicly
                upon receipt of a symbol from NASD.





·
            The
                Company exercised its option to purchase a new construction permit
                for a
                new AM radio station on 1340kHz at Bishop, California and an assignment
                application was filed by Radio 1340, LLC, a wholly owned subsidiary
                of the
                Company on January 9, 2006 with the FCC. The assignment was approved
                by
                the FCC on March 1, 2006. The FCC Final Rule and Order of the assignment
                is expected on or about April 15,
                2006.





·
            The
                Company exercised its option to purchase a new construction permit
                for a
                new AM radio station on 1450kHz at Hawthorne, Nevada and an assignment
                application was filed by Radio 1450, LLC, a wholly owned subsidiary
                of the
                Company on January 9, 2006 with the FCC. The assignment was approved
                by
                the FCC on March 15, 2006. The FCC Final Rule & Order of the
                assignment application is expected on or about April 30,
                2006.





**Item
          8.****Changes
          In and Disagreements With Accountants on Accounting and Financial
          Disclosures**





None.





**Item
      8A.****Controls
      and Procedures.**





We
      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 the 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 the management prepare and certify information relating to discloseable
      events and circumstances. These controls and procedures are designed to insure
      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.





Our
      management, with the participation of our President and Chief Executive Officer
      and our Chief Accounting Officer, has evaluated the effectiveness of the design
      and operation of our disclosure controls and procedures as of the end of the
      fiscal year covered by this report and measured their effectiveness based on
      the
      types of additional disclosures that were required and not previously made.
      Based on that evaluation, our President and Chief Executive Officer and our
      Chief Accounting Officer have 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 fiscal year covered by this report and our disclosure controls provide
      reasonable assurance that reportable events have been disclosed in a timely
      manner.




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We
      have also 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, require
      regular and periodic inventory and accounting for our assets, provide for the
      prompt entry of all transactions in our books and records by qualified
      personnel, establish a division of accounting and treasury functions between
      personnel and restrict related parties from engaging in both accounting and
      treasury functions, and periodically verify the validity of our books and
      records through review of accounting entries by unrelated employees from
      different functional areas. 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, Chief Accounting
      Officer against the requirements of these controls. These policies and
      procedures are designed to provide reasonable assurance regarding the
      reliability of financial statements and 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 last fiscal quarter of our fiscal year that have had a
      material affect or are reasonably likely to have a material affect on our
      internal control over financial reporting.





**Item
      8B.****Other
      Information.**




None.




**PART
      III**





**Item
          9.****Directors,
          Executive Officers, Promoters and Control Persons; Compliance with Section16(a)
          of the Exchange Act.**





Our
      board of directors consists of three persons, each of whom is elected annually
      for a term of one year, or until his successor is elected and qualified, or
      until his earlier resignation, death or removal. A majority vote of the
      directors who are in office is required to fill vacancies. Our officers serve
      at
      the pleasure of the board of directors. Our directors and executive officers
      are
      as follows:





**Name**
            
            **Age**
            
            **Position**
            
            **Held
                Since**E.
                Morgan Skinner, Jr.
            
            65
            
            President,
                CEO, Director
            
            1997Lavon
                Randall
            
            63
            
            Secretary/Director
            
            1997R.
                Michael Bull
            
            57
            
            Principal
                Accounting Officer
            
            1998Jeffrey
                B. Bate
            
            42
            
            Director
            
            2005





**E.
      Morgan Skinner, Jr.** has served as our President, Chief Executive Officer, and a Director since
      our
      inception on September 23, 1997. Mr. Skinner joined Bonneville International
      at
      KSL Radio & Television in the fall of 1965. He subsequently worked for
      Bonneville at WRFM/WNYW, Radio New York Worldwide as the News & Public
      Affairs Director. During his tenure he originated a Spanish language Wall Street
      reports from the Amex and the NYSE, and founded the Spanish language
      Inter-America Radio Network comprised of 327 radio stations throughout the
      Caribbean, Central America, and South America. In 1969, he was transferred
      to
      the news division of Bonneville’s KBIG AM/FM radio station in Los Angeles. In
      the fall of 1972, Mr. Skinner joined KOOL Radio & Television in Phoenix as
      an Account Executive. In 1974, Mr. Skinner was promoted to Station Manager
      of
      KOOL. In 1980, Mr. Skinner was hired as Vice President/General Manager of
      Donrey’s KORK AM/FM in Las Vegas. In 1985, Mr. Skinner became the Vice President
      of Operations of the American Museum of Historical Documents. In 1988, Mr.
      Skinner and his brother founded the USU Sports Radio Network that broadcast
      the
      Utah State Aggie football and basketball games over twelve network affiliate
      radio stations throughout the Intermountain area for seven years. Mr. Skinner
      is
      a pioneer member of the Radio Advertising Bureau “ *Certified
      Radio Marketing Consultant* ”
      program that recognizes professional marketing skills and experience. Mr.
      Skinner has received the Distinguished Service Award by the Utah School Boards
      Association for Journalistic Attainment in Reporting and Interpreting Education
      to the public and numerous other broadcast and civic awards.





**Lavon
      Randall** has served as our Secretary and a Director since our inception on September
      23,
      1997. From January 1, 1964 to June 16, 1996, he was the President of Randall
      Farms, Inc., which owned
      and operated a 2,000-acre irrigated farm growing potatoes and
      alfalfa .
      Mr. Randall has also served in numerous civic and church leadership capacities
      including eight years as a member of the Enterprise City Council, Enterprise,
      Utah, President of the Enterprise Little League, a member of the Washington
      County School Foundation of the Washington County School District, and a member
      of the Southern Utah Advisory Board of Zions First National Bank.  Mr.
      Randall attended the LDS Business College in Salt Lake City before becoming
      the
      Managing Partner of the Randall Farms, Inc.




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**R.
      Michael Bull** has served as our Principal Accounting Officer since January 1998. Mr. Bull
      began his career in 1974 by joining a minority owned, regional CPA firm with
      offices throughout California, Nevada and Arizona spending the majority of
      his
      time with the audit division. In 1977 he accepted an offer from Delta Lines,
      Inc., a publicly held transportation company in Oakland, California, to create
      and develop an Internal Audit Department. In 1980 he accepted a position as
      the
      Controller of BD Trucking, Inc., a specialty hauling, transportation company
      located in Oakland and Ripon, CA. From 1981 to 1991, Mr. Bull served as the
      CFO
      and Vice President of Finance and Administration for Advanced Communications,
      Inc., a telecommunications manufacturer in Silicon Valley. He was responsible
      for the creation of the business plans, solicitation of three California
      pre-public stock offerings, and preparation of an initial public offering in
      1984 for Advanced Communications. He established all credit lines, international
      letters of credit, loans and investments as well as the monthly and annual
      preparation of cash forecasts, financial projections, budgets, and reports
      to
      management, stockholders and board of directors, and SEC filings. In 1991,
      Mr.
      Bull joined Applied Dielectrics, Inc., a defense contractor that designed and
      manufactured microwave circuit boards, as their CFO and Vice President of
      Finance and Administration. In 1993, Mr. Bull accepted a position as Controller
      for Reid-Ashman Manufacturing, Inc., a designer and manufacturer of test floor
      interface equipment for the semi-conductor industry, where he supervised the
      installation of a computerized accounting system, implemented accounting
      policies and procedures, staffed and trained the accounting department, and
      assisted in the relocation of the manufacturing facility to St. George, Utah.
      Mr. Bull attended Idaho State University before leaving for a LDS mission in
      Argentina from 1967 to 1969. He completed his education at San Jose State
      University.





**Jeffrey
      B. Bate** was elected to the Company’s board of directors on May 25, 2005. In April 1988,
      Mr. Bate began his career with Southwestern Bell Mobile Systems in Dallas,
      Texas, as an accounts payable representative. In 1991, Mr. Bates was promoted
      to
      Assistant Manager of Property and Equipment Accounting of Southwestern Bell.
      From April 1994 to September 1995, Mr. Bate served as a Financial Analyst for
      Con-Way Southern Express / Consolidated Freight, Inc. of Fort Worth, Texas,
      where he analyzed financial operations and profit generating/cost-reducing
      solutions. From September 1995 to February 1999, Mr. Bate was a manager
      responsible for the financial processing and reporting related to all properties
      owned and leased by American Stores Company, Inc. From February 1999 to November
      2000, Mr. Bate was a Controller in charge of the accounting and reporting
      requirements relating to commercial equipment for First Security Corporation.
      In
      February 2001, Mr. Bate was recruited by Precision Assembly, Inc., an
      electronics contract manufacturer, to handle all accounting and finance
      operations.  Precision Assembly promoted him from Controller to CFO in
      January 2005. Mr. Bate attended Brigham
      Young University, earning a Bachelors of Art Degree in International Relations
      in 1987. He
      continued his education by receiving an MBA in Corporate Finance from the University
      of Dallas in 1992 .





Board
      Committees





We
      currently have no audit committee, compensation committee or other board
      committee performing equivalent functions. The functions of the audit committee
      and the compensation committee are performed by the board of directors acting
      as
      a whole. None of the directors are independent and no director has been
      designated as a financial expert. However, all directors have sufficient
      background and education to qualify as a financial expert.





Family
      Relationships





Mr.
      Bate is the stepson of Mr. Skinner. Except for that relationship, there are
      no
      family relationships among our officers or directors.





Code
      of Ethics





We
      have adopted a code of ethics designed to promote honest and ethical conduct
      by
      our principal executive offers; full and timely disclosure of reportable
      information; and compliance with applicable laws. We will provide a copy of
      our
      code of ethics to any person upon written request to Mr. E. Morgan Skinner,
      Jr.
      at our principal executive office.





**Item
      10.****Executive
      Compensation.**





The
      following table sets forth summary information concerning the compensation
      received for services rendered to us during the fiscal years ended December
      31,
      2005, 2004 and 2003 by our Chief Executive Officer and each executive officer
      that received compensation of more than $100,000 during 2005.




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**SUMMARY
      COMPENSATION TABLE**


**ANNUAL
      COMPENSATION**


**Annual
                Compensation(1)****Name
                and Principal Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Other
                Annual**
              **Compensation**E.
                Morgan Skinner, Jr.
            
            
            2005
            
            $
            85,000
            
            
            —
            
            
            —CEO,
                President, and Director
            
            
            2004
            
            $
            85,000
            
            
            —
            
            $
            250,000(2
            )2003
            
            $
            75,000
            
            
            —
            
            
            —R.
                Michael Bull
            
            
            2005
            
            $
            85,000
            
            
            —
            
            
            —Principal
                Accounting Officer
            
            
            2004
            
            $
            85,000
            
            
            —
            
            $
            100,000(3
            )2003
            
            $
            75,000
            
            
            —
            
            
            —





1.
            Does
                not include perquisites and other personal benefits in amounts less
                than
                10% of the total annual salary and other
                compensation.


2.
            On
                December 20, 2004, the board of directors authorized the payment
                of a
                bonus to Mr. Skinner consisting of 875,000 shares of our common stock
                valued at $250,000.


3.
            On
                December 20, 2004, the board of directors authorized the payment
                of a
                bonus to Mr. Bull consisting of 350,000 shares of our common stock
                valued
                at $100,000.





Options





All
      officers, directors, employees and consultants are eligible to participate
      in
      the Legacy Communications Corporation 1998 Stock Option Plan (the “Plan”). A
      total of 3,500,000 shares of common stock is available and reserved for issuance
      under the Plan, subject to adjustment as provided in the Plan. The Plan will
      remain in effect until December 31, 2009, unless extended by our stockholders.
      Any options outstanding at the expiration of the Plan will remain in effect
      in
      accordance with their terms. There are no options outstanding under the Plan
      as
      of December 31, 2005.





Board
      Compensation





Members
      of our board of directors do not receive cash compensation for their services
      as
      directors, although some directors are reimbursed for reasonable expenses
      incurred in attending meetings of the board of directors or committees. On
      December 20, 2004, the board of directors authorized the payment of 875,000
      shares of our common stock, having a value of $250,000 to Mr. Lavon Randall
      in
      consideration of his service on the board of directors. Jeffrey B. Bate receives
      stock compensation of 25,000 shares of common stock annually for service on
      the
      board of directors.





**Item
          11.****Security
          Ownership of Certain Beneficial Owners and Management and Related Stockholder
          Matters.**





The
      following table lists the beneficial ownership of shares of our Common Stock
      by
      (i) all persons and groups known to own beneficially more than 5% of the
      outstanding shares of our Commons Stock, (ii) each director, nominee and
      executive officer, and (iii) all directors and officers as a group. Information
      with respect to directors, officers, and their families is as of March 31,
      2006
      and is based on the books and records of the Company and information obtained
      from each individual. Information with respect to other stockholders is based
      upon the Schedule 13D or Schedule 13G filed by such stockholders with the
      Securities and Exchange Commission. Unless otherwise stated, the business
      address of each individual or group is the same as the address of the Company’s
      principal executive office.





The
      information presented below regarding beneficial ownership of our voting
      securities has been presented in accordance with the rules of the United States
      Securities and Exchange Commission and is not necessarily indicative of
      ownership for any other purpose. Under these rules, a person is deemed to be
      a
“beneficial owner” of a security if that person has or shares the power to vote
      or direct the voting of the security or the power to dispose or direct the
      disposition of the security. A person is deemed to own beneficially any security
      as to which such person has the right to acquire sole or shared voting or
      investment power within 60 days through the conversion or exercise of any
      convertible security, warrant, option or other right. More than one person
      may
      be deemed to be a beneficial owner of the same securities. The percentage of
      beneficial ownership by any person as of a particular date is calculated by
      dividing the number of shares beneficially owned by such person, which includes
      the number of shares as to which such person has the right to acquire voting
      or
      investment power within 60 days, by the sum of the number of shares outstanding
      as of such date plus the number of shares as to which such person has the right
      to acquire voting or investment power within 60 days. Consequently, the
      denominator used for calculating such percentage may be different for each
      beneficial owner. Except as otherwise indicated below and under applicable
      community property laws, we believe that the beneficial owners of our common
      stock listed below have sole voting and investment power with respect to the
      shares shown.




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**Name
                and Address**
            
            **Number
                of Shares Owned Beneficially**
            
            **Percentages**
              **Of
                Outstanding Shares**E.
                Morgan Skinner, Jr.
              *President,
                CEO, Director*
            
            
            6,753,408(1
            )
            
            38.7
            %Lavon
                Randall
              *Secretary,
                Director*
            
            
            5,813,408(2
            )
            
            33.3
            %Jeffrey
                B. Bate
              *Director*
            
            
            350,000
            
            
            2.0
            %R.
                Michael Bull
              *Principal
                Accounting Officer*
            
            
            787,500
            
            
            4.5
            %All
                Executive Officers and directors as a group (4 people)
            
            
            
            
            
            78.4
            %





1.
            E.
                Morgan Skinner, Jr. is the trustee of Bear River Trust and beneficially
                owns 6,753,408 shares of our common stock under the Bear River
                Trust.


2.
            Lavon
                Randall is the trustee of the Randall Family Trust and beneficially
                owns
                5,813,408 shares of our common stock under the Randall Family
                Trust.





**Item
      12.****Certain
      Relationships and Related Transactions.**





On
      December 20, 2004, the Board of Directors issued 2,100,000 shares of common
      stock valued at $.285 per share for bonuses to our key employees.  Mr.
      Lavon Randall, Secretary and Director, received 875,000 shares valued at
      $250,000. Mr. E. Morgan Skinner, Jr., Chief Executive Officer and Director,
      received 875,000 shares valued at $250,000, and Mr. R. Michael Bull, Principal
      Accounting Officer received 350,000 shares valued at $100,000.





Our
      executive officers, directors and certain stockholders, and entities that they
      control, lend us money and enter into transactions with us from time to time.
      As
      of December 31, 2005 we were obligated to following persons in the amount set
      forth below, including accrued and unpaid interest:





**Name
                and Relationship**
            
            **Amount**E.
                Morgan Skinner, Jr. CEO and President*
            
            $
            124,080Lavon
                Randall, Director
            
            $
            498,649Jeffrey
                B. Bate, Director*
            
            $
            52,636





*
      Mr. Jeffrey Bate is the step son of Mr. E. Morgan Skinner, Jr.




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**Item
      13.****Exhibits.**





**Exhibit
                No.**
            
            **Description
                of Exhibit**3.1
            
            Articles
                of Incorporation (Incorporated by reference to Registration Statement
                No.
                333-125907)3.2
            
            Restated
                Articles of Incorporation (Incorporated by reference to Registration
                Statement No. 333-125907)3.3
            
            By-Laws
                (Incorporated by reference to Registration Statement No.
                333-125907)3.4
            
            Amended
                By-Laws (Incorporated by reference to Registration Statement No.
                333-125907)4.1
            
            Specimen
                Stock Certificate for Common Stock, $.001 par value (Incorporated
                by
                reference to Registration Statement No. 333-125907)10.1
            
            Form
                of 1998 Employee Stock Option Plan (Incorporated by reference to
                Registration Statement No. 333-125907)10.2
            
            Purchase
                agreement, dated January 7, 2003, regarding our acquisition of Diamond
                Broadcasting Corporation; currently a subsidiary of ours (Incorporated
                by
                reference to Registration Statement No. 333-125907)10.3
            
            Promissory
                Note and Related Agreements, dated July 23, 2004, pursuant to loan
                we
                agreed to receive from US Capital, Incorporated (Incorporated by
                reference
                to Registration Statement No. 333-125907)10.4
            
            First
                Modification of Promissory Note and Agreements with US Capital,
                Incorporated, dated September 23, 2004 ((Incorporated by reference
                to
                Registration Statement No. 333-125907)10.5
            
            Second
                Modification of Promissory Note and Agreements with US Capital,
                Incorporated, dated March 14, (Incorporated by reference to Registration
                Statement No. 333-125907)10.6
            
            KUPA(AM)
                1370 kHz, Broadcast License (Incorporated by reference to Registration
                Statement No. 333-125907)10.7
            
            KENT(AM)
                1400 kHz, Broadcast License (Incorporated by reference to Registration
                Statement No. 333-125907)10.8
            
            KITT(FM) 
                100.1 MHz, Broadcast Station Construction Permit (Incorporated by
                reference to Registration Statement No. 333-125907)10.9
            
            Option
                Agreement, dated March 3, 2004, between us and Eagle Bluff Enterprise
                (Incorporated by reference to Registration Statement No.
                333-125907)10.10
            
            Option
                Agreement, dated November 18, 2004,  between us, Diamond (our
                subsidiary), and Eastern Sierra Broadcasting (Incorporated by reference
                to
                Registration Statement No. 333-125907)10.11
            
            Option
                Agreement, dated March 3, 2005, between us and Lakeshore Media, LLC
                (Incorporated by reference to Registration Statement No.
                333-125907)10.12
            
            KENT(AM)
                1400 kHz - Transmitter & Tower site lease (Incorporated by reference
                to Registration Statement No. 333-125907)10.13
            
            KNFL(AM)
                1470 kHz - Transmitter & Tower site lease (Incorporated by reference
                to Registration Statement No. 333-125907)10.14
            
            KPTO(AM)
                1440 kHz - Transmitter & Tower site lease (Incorporated by reference
                to Registration Statement No. 333-125907)10.15
            
            Service
                Agreement dated June 30, 2004 between Legacy Communications Corporation
                and GoPublicToday.com, Inc. (Incorporated by reference to Registration
                Statement No. 333-125907)10.16
            
            Form
                of Subscription Agreement (Incorporated by reference to Registration
                Statement No. 333-125907)10.17
            
            Option
                Agreement dated August 22, 2005 between our subsidiary, AM Radio
                790,
                Inc., and Beasley Broadcasting of Nevada, LLC (Incorporated by reference
                to Registration Statement No. 333-125907)10.18
            
            Asset
                Purchase Agreement dated June 30, 2005 between us and Broadcast
                Corporation of America(Incorporated
                by reference to Registration Statement No. 333-125907)10.19
            
            Amended
                Asset Purchase Agreement dated October 3, 2005 between us and Broadcast
                Corporation of America (Incorporated by reference to Registration
                Statement No. 333-125907)10.20
            
            Amendment
                to Option Agreement dated September 27, 2005 between us and Lakeshore
                Media, LLC (Incorporated by reference to Registration Statement No.
                333-125907)10.21
            
            Asset
                Purchase Agreement dated June 15, 2004 between our subsidiary, AM
                Radio
                1490, Inc. and Bible Broadcasting Network, Inc. (Incorporated by
                reference
                to Registration Statement No. 333-125907)10.22
            
            Amendment
                dated October 24, 2005 to Asset Purchase Agreement between our subsidiary
                AM Radio 1490, Inc. and Bible Broadcasting Network, Inc. (Incorporated
                by
                reference to Registration Statement No. 333-125907)21.1*
            
            Subsidiaries
                of the Issuer31.1*
            
            Certification
                required by Rule 13a-14(a) by the Chief Executive
                Officer31.2*
            
            Certification
                required by Rule 13a-14(a) by the Chief Financial
                Officer32.1*
            
            Certification
                required by Rule 13a-14(b)





*
              AsFiled
                  Herewith






**Item
      14.****Principal
      Accountant Fees and Services.**





The
      Company paid the following fees to its principal independent accountants for
      services during the fiscal years ended December 31, 2005 and December 31,
      2004.





**Year
                Ended**
              **December
                31,****Description
                of Fees**
            
            **2005**
            
            **2004**Audit
                Fees
            
            $
            20,924
            
            $
            20,847Audit
                Related Fees
            
            $
            12,310
            
            
            —Tax
                Fees
            
            $
            6,732
            
            $
            1,478All
                Other Fees
            
            
            —
            
            
            —






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**SIGNATURES**





In
      accordance with Section 13 or 15(d) 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:March
                31, 2006
            
            /s/
                E. Morgan Skinner, Jr.
              
              By:___________________________
              Name:E.
                Morgan Skinner, Jr.
              Title:Chief
                Executive Officer





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





Date:March
                31, 2006
            
            /s/
                E. Morgan Skinner, Jr.
              
              By:__________________________
              Name:E.
                Morgan Skinner, Jr.
              Title:Chief
                Executive Officer
              DirectorDate:March
                31, 2006
            
            /s/
                R. Michael Bull
              
              By:__________________________
              Name:R.
                Michael Bull
              Title:Principal
                Accounting OfficerDate:March
                31, 2006
            
            /s/
                E. Morgan Skinner, Jr.
              
              By:__________________________
              Name:E.
                Morgan Skinner, Jr.
              Title:Chief
                Financial OfficerDate:March
                31, 2006
            
            /s/
                Lavon Randall
              
              By:__________________________
              Name:Lavon
                Randall
              Title:DirectorDate:March
                31, 2006
            
            /s/
                Jeffrey B. Bate
              
              By:_________________________
              Name:Jeffrey
                B. Bate
              Title:Director







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