**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, 2007 (“Fiscal 2007”)





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:





**Common
      Stock, $.001 par value per share**


(Title
      of
      Class)





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





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 xNo o





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. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes
oNo
x





The
      issuer’s revenues for its most recent fiscal year were $1,906,068.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates is $408,129.





As
      of April 28, 2008, there
      were outstanding 17,379,172 shares of the registrant’s common
      stock.





Transitional
      Small Business Disclosure Format: Yes oNo x








**LEGACY
      COMMUNICATIONS CORPORATION**


**TABLE
      OF CONTENTS**




Page**PART I.**Item 1.
            
            Description of Business
            
            1Item 2.
            
            Description of Property
            
            7Item 3.
            
            Legal Proceedings
            
            8Item 4.
            
            Submission of Matters to a Vote of Security
              Holders
            
            8**PART II.**Item 5.
            
            Market for Common Equity, Related Stockholder
              Mattersand Small Business Issuer Purchases of Equity Securities
            
            8Item 6.
            
            Management’s Discussion and Analysis or Plan
              of Operation
            
            9Item 7.
            
            Financial Statements
            
            11Report
                of Independent Registered Public Accounting
                Firm
            
            11Consolidated
                Balance Sheet as of December 31, 2007
            
            12Consolidated
                Statements of Income for the Years Ended December 31,
                2006 and 2007
            
            14Consolidated
                Statements of Stockholders’ Equity (Deficit) for the
                Years Ended December 31, 2006 and 2007
            
            15Consolidated
                Statements of Cash Flows for the Years Ended December
                31, 2006 and 2007
            
            16Notes
                to Consolidated Financial Statements
            
            18Item 8.
            
            Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures
            
            29Item 8A(T).
            
            Controls and Procedures
            
            29Item 8B.
            
            Other Information
            
            30**PART II.**Item 9.
            
            Directors, Executive Officers, Promoters,
              Control Persons and Corporate Governance; Compliance with Section
              16(a) of the Exchange Act
            
            30Item 10.
            
            Executive Compensation
            
            33Item 11.
            
            Security Ownership of Certain Beneficial
              Owners and Management and Related Stockholder Matters
            
            34Item 12.
            
            Certain Relationships and Related
              Transactions,
              and Director Independence
            
            35Item 13.
            
            Exhibits
            
            35Item 14.
            
            Principal Accountant Fees and
              Services
            
            36


(i)


**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 under construction permits and broadcast licenses issued
      by
      the Federal Communications Commission (the “FCC”) in response to applications
      filed by us. 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.





-
          1
          -


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





During
      the past three years, we have participated in the following
      transactions.





o
            Purchase
                on March 3, 2004, and amendment on February 28, 2007, of an option
                to
                acquire radio station KBMV(AM), 1310 kHz, Birch Tree, MO that expires
                on
                March 3, 2009. If exercised, we would acquire the radio station for
                an
                aggregate purchase price of $10,000, of which $5,000 has been paid
                in
                connection with the purchase of the option. The option was terminated
                because the license was cancelled by law for non-operation during
                12
                consecutive months.





-
          2
          -


o
            Acquisition
                on April 11, 2006 of the assets of KYFO (AM) from the Bible Broadcasting
                Network pursuant to the Asset Purchase Agreement dated June 15, 2004
                for a
                cash purchase price of $540,000.





o
            Sale
                on April 12, 2006 of the assets of AM radio station KUPA(AM), 1370kHz
                at
                Honolulu, HI to Broadcast Corporation of America for
                $650,000.





o
            Acquisition
                on April 14, 2006 of the construction permit for new AM radio station
                KACE(AM) formerly KBSP(AM), 1340kHz at Bishop, CA from Eastern Sierra
                Broadcasting for $20,000.





o
            Acquisition
                on May 1, 2006 of the construction permit for new AM radio station
                KIFO(AM), 1450kHz at Hawthorne, NV from Eastern Sierra Broadcasting
                for
                $13,000.





o
            Acquisition
                on June 20, 2006 of the construction permit for new AM radio station
                KDAN(AM), 1240kHz at Beatty, NV from Eastern Sierra Broadcasting
                for
                $20,000.





o
            Sale
                on March 28, 2007 of the assets of AM radio station KBET(AM), Winchester,
                NV to Beasley Broadcast Group, Inc. for
                $2,500,000.





o
            Acquisition
                on May 9, 2007 of a new construction permit for KTNP(AM), 1400kHz,
                Tonopah, NV from Eastern Sierra Broadcasting for $15,000.





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





o
            KPTO(AM)
                1440kHz, Pocatello, ID


o
            KITT(FM)
                100.1 MHz, Soda Springs, ID.


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


o
            KOGN(AM)
                1490kHz, Ogden, UT.


o
            KENT(AM)
                1400kHz, Parowan, UT





We
      currently hold a construction permit for and are engaged in the construction
      of
      the following radio stations.





o
            KACE(AM)
                1340kHz, Bishop, CA


o
            KDAN(AM)
                1240kHz, Beatty, NV


o
            KIFO(AM)
                1450kHz, Hawthorne, NV


o
            KTNP(AM)
                1400kHz, Tonopah, NV





We
      have applied for the following AM broadcast permit that has been granted
      singleton status and have submitted the requisite long-form technical
      application for which we are waiting FCC approval.




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





Our
      application of interest in constructing a new AM radio station at 1290kHz,
      Santa
      Clara, UT was granted a dispositive preference by the FCC on October 31, 2007
      based on our 307(b) showing and submitted the requisite long-form technical
      application for which we are waiting FCC approval.




o
            Santa
                Clara, UT - 1290kHz (St. George market).





We
      have
      applied for the following AM broadcast construction permits that were determined
      to have conflicts with other technical applications and were assigned to
      conflict groups for resolution. We have resolved these conflicts by entering
      into a settlement agreement filed with the FCC for approval under the AM Auction
      84 rules of procedure.





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.





-
          3
          -


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.





We
      have
      applied for the following AM broadcast construction permits that were determined
      to have conflicts with other technical applications and were assigned to
      conflict groups for resolutions but for which we have not entered into
      settlement agreements.





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
            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




On
      March 18, 2008, we entered into a letter of intent to sell the assets of
      KITT(FM) 100.1MHz, Soda Springs, ID, to GAP Broadcasting II, LLC. An amendment
      to the letter of intent was signed on April 21, 2008. A definitive agreement
      for
      the sale of the assets pursuant to the terms of the letter of intent will be
      negotiated between the parties and an assignment application filed with the
      FCC
      for approval. We expect to complete this transaction before October 31,
      2008.





On
      March
      18, 2008, we entered into a letter of intent with Public Radio Capital, Inc.
      for
      the purchase of KNNZ(AM), 940kHz, Cedar City, UT for $150,000.


On
        July
        20, 2007, the FCC approved the transfer of all subsidiary companies to Legacy
        Media Corporation, a wholly-owned subsidiary organized under the laws of
        the
        State of Nevada on July 10, 2007. The transfer was completed on January 28,
        2008.




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 significant advantages. In addition, the reputation
      of
      our principal shareholders 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.





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
                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.





-
          4
          -


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. In addition, land use and environmental regulations may affect
      construction of and access to broadcast towers and other real estate necessary
      for the operation of a radio station and may delay the construction of necessary
      improvements.





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 or result in the delay of a purchase or sale
      of station assets.





Employees





We
      currently have three management and administrative employees, all 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.





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 (the “Communications Act”). 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 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 are 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.





-
          5
          -


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 shareholders.  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.





*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 approval 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.





-
          6
          -


*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 periodic 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,
      either as a result of death or incapacity or as a result of employment by our
      competitors, 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 five (5) broadcast licenses and construction
      permits for four (4) new radio stations. We have applications for two (2)
      applications for construction permits for new AM radio stations that are pending
      approval with the FCC. We have experienced delays in receiving broadcast
      licenses in the past. These delays have not affected our operations because
      the
      radio stations to which they applied were allowed to operate under program
      test
      authority granted by the FCC. 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.





*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. 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.





**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 expired on March 31, 2008, with an
      option to renew for an additional three (3) year period that has not been
      exercised. The lease provides that we may continue on a month-to-month basis.
      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 3-acres of land in Summit,
      Utah
      for KENT(AM) under a year to year agreement. The lease obligation is $6,000
      per
      year payable monthly. The lease is subject to an adjustment currently being
      negotiated.





-
          7
          -


We
      lease a transmitter-tower site on approximately 12.5 acres of land in Bear
      River
      City, Utah for KNFL(AM) under a 25-year, renewable lease that expires on August
      31, 2029.  The lease obligation is $2,000 per year payable monthly. The
      lease obligation is subject to an adjustment after the first 12 years based
      on
      the differential of the consumer price.





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





We
      lease a transmitter-tower site in Caribou County, Idaho for $150 per month
      and
      office and studio space for $500 per month for KITT(FM). Both leases are month
      to month and may be cancelled upon 30 days notice.





We
      own a transmitter-tower site, on which office and studio are also located,
      in
      Ogden, Utah for KOGN(AM).




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.**





The
      Company is involved in litigation incidental to the conduct of its business
      from
      time to time. The Company is not a party to any lawsuit or preceding which
      in
      the opinion of management, is likely to have a material adverse effect on
      it.





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





No
      matters were submitted to a vote of the shareholders of the Company during
      the
      fourth quarter of Fiscal 2007.





**PART
      II**





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





Market
      for Common Equity




Prior
      to August 14, 2006 our common stock was not traded on a public securities
      market. Our common stock began trading on the Over-the-Counter Bulletin Board
      (the “OTCBB”) under the symbol “LGCC” on August 14, 2006 but a market for our
      common stock continues to be sporadic and lack regular transactions. The
      following table sets forth the high and low bid prices for our common stock
      from
      August 14, 2006 to December 31, 2007, as reported by the OTCBB. Price quotations
      on the OTCBB reflect inter-dealer prices, without retail mark-up, markdown
      or
      commission, and may not necessarily represent actual transactions.




**Fiscal
              2006**
            
            **High**
            
            **Low****Third
              Quarter**
            
            $
            .25
            
            $
            .10**Fourth
              Quarter**
            
            $
            .15
            
            $
            .10**Fiscal
              2007**
            
            **High**
            
            **Low****First
              Quarter**
            
            $
            .20
            
            $
            .13**Second
              Quarter**
            
            $
            .16
            
            $
            .51**Third
              Quarter**
            
            $
            .24
            
            $
            .03**Fourth
              Quarter**
            
            $
            .03
            
            $
            .03





Holders





As
      of December 31, 2007, we had 55 shareholders of record of our common stock.





Dividends





We
      have not paid cash dividends on our common stock and we do not anticipate paying
      any cash 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
      factors, as the Board of Directors deems relevant.





-
          8
          -


Equity
      Compensation Plans





We
      do not
      have any plans under which options, warrants or other rights to subscribe for
      or
      acquire shares of our common stock may be granted and there are outstanding
      no
      options, warrants or other rights to subscribe for or acquire shares of our
      common stock. From time to time, the Board of Directors may grant shares of
      our
      common stock to our officers, employees and contractors in lieu of salary,
      fees
      or as a bonus. The Board of Directors made no grants during fiscal
      2007.





Recent
      Sales of Unregistered Securities





On
      April
      28, 2008, the company agreed to sell 185,000 shares of its newly-created Series
      A Convertible Redeemable Preferred Stock to Three Irons, LLC for an aggregate
      purchase price of $185,000 payable in cash, subject to certain conditions.
      The
      transaction was negotiated directly with the purchaser and did not involve
      advertisement or other public announcement and was exempt from registration
      under Section 4(2) of the Securities Act of 1933, as amended. The Series A
      Convertible Redeemable Preferred Stock is convertible into 37,000,000 shares
      of
      common stock, $.001 par value per share, upon the issuance of all shares of
      Series A Convertible Redeemable Preferred Stock authorized and would result
      in a
      change in control of the company. Prior to the issuance of all shares of Series
      A Convertible Redeemable Preferred Stock that have been authorized, the
      conversion of the preferred stock is limited to certain events and the number
      of
      shares of common stock issuable upon conversion is limited to the number that
      have a fair market value of $1.25 per share of preferred stock on the date
      of
      conversion. As of the date hereof, the company has issued 40,000 shares of
      Series A Convertible Redeemable Preferred Stock and received $40,000 of the
      total commitment from Three Irons, LLC.





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





*This
      Management’s Discussion and Analysis 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.*





Comparison
      of the Year Ended December 31, 2007 (“Fiscal 2007”) with the Year Ended December
      31, 2006 (“Fiscal 2006”)





Total
      revenue for Fiscal 2007 increased by $1,017,292 or 114.5% to $1,906,062 compared
      to $888,776 for Fiscal 2006. This increase was primarily the result of the
      sale
      of AM radio station KBET(AM), Winchester, NV, which generated a gain of
      $1,886,349 in Fiscal 2007. Revenue for Fiscal 2007 also included broadcast
      revenue in the amount of $19,719 from stations we are operating. Revenue for
      Fiscal 2006 consisted primarily of the $516,094 gain from the sale of AM radio
      station KUPA(AM), Honolulu, HI, which generated a gain of $516,094, and the
      forfeiture of $335,000 in deposits by Lakeshore Media as a result of their
      default under their option agreement.





Expenses
      from operations for Fiscal 2007 decreased $319,012 or 23.9% to $1,016,666
      compared to $1,335,678 for Fiscal 2006. This decrease was primarily the result
      of an officers and directors stock bonus that was paid in Fiscal 2006 and was
      not paid in Fiscal 2007. General and administrative expenses declined by
      $101,780 in Fiscal 2007 compared to Fiscal 2006 because of the costs incurred
      during Fiscal 2006 relating to the registration of our common stock with the
      SEC. Depreciation and amortization declined by $33,037 as a result of the sale
      of KUPA(AM) during Fiscal 2006 and the sale of KBET(AM) during Fiscal 2007.
      Salaries and personnel costs remained relative constant at $292,335 for Fiscal
      2007 compared to $276,530 for Fiscal 2006. The slight increase reflects the
      rising costs of employee benefits during Fiscal 2007. As a result of the
      increase in revenues and the decrease in operating expenses, we reported income
      from operations of $874,602 for Fiscal 2007 compared to a loss from operations
      of $446,902 for Fiscal 2006.





Other
      income (expense) declined by $1,009,070 or 140.6% to expenses of $291,400 in
      Fiscal 2007 compared to income of $717,670 in Fiscal 2006. Other
      expense for fiscal 2007 included a net loss of $14,800 on disposition of an
      asset.Other income for Fiscal 2006 included income of $1,151,119
      attributable to a gain on extinguishments of debt, which did not reoccur in
      Fiscal 2007. Interest expenses during Fiscal 2007 declined $156,849 in Fiscal
      2007, primarily as a result of the retirement of certain debts related to the
      acquisition and development of KBET(AM) and KUPA(AM). Other expenses for Fiscal
      2007 reduced operating income and resulted in income before taxes of $598,002.
      Other income for Fiscal 2006 offset operating losses and resulted in income
      before taxes of $270,768. We recognized income taxes of $693,636 for Fiscal
      2007
      compared to income taxes of $113,245 for 2006 primarily because of a reduction
      in the value of the unrealized tax asset relating to operating loss carry
      forwards, which management has determined is not likely to be used before
      expiration.





-
          9
          -


Net
      income for Fiscal 2007 was completely offset by the increase in income taxes
      and
      decreased $253,175 or 160.7% to a loss of $95,634 ($.01 per share) compared
      to
      income of $157,523 ($.01 per share) for Fiscal 2006. As of December 31, 2007
      we
      had accumulated deficits of $8,356,079 and a working capital deficit of
      $4,654,482.





Liquidity
      and Capital Resources





During
      Fiscal 2007, we completed the sale of a radio station that generated proceeds
      of
      $2,500,000. After payment of expenses relating to the sale and other operating
      expenses for Fiscal 2007, we generated $757,509 in cash from operations. We
      also
      reduced net borrowings by $793,230 during Fiscal 2007.  As
      of
      December 31, 2007 our total liabilities were $4,712,142, of which substantially
      all were due on demand or within 12 months. As funds are generated from the
      sale
      of additional radio stations, they will be applied to reduce outstanding
      indebtedness and obligations incurred in connection with the development of
      those stations and the balance, if any applied to general operating expenses.
      We
      believe that the funds generated from the sale of radio stations will be
      sufficient to fund all current obligations but the timing of station sales
      may
      create significant shortages of cash which must be funded with additional
      indebtedness or accounts payable.





We
      have borrowed or received commitments to loan up to $825,000. The loan is
      secured by radio station KITT(FM), 100.1MHz, Soda Springs, ID, KPTO(AM),
      1440kHz, Pocatello, ID, KNFL(AM), 1470kHz, Tremonton, UT, KOGN(AM), 1490 kHz,
      Ogden, UT, and KENT(AM), 1400kHz, Parowan, UT. We have incurred approximately
      $540,000 to acquire and develop KOGN(AM), and approximately, $150,000 to acquire
      and construct KNFL(AM), 1470 kHz, Tremonton, UT. We believe that additional
      funds will be required to complete the acquisition and construction of other
      stations for which we have construction permits or options to acquire
      construction permits. We have not identified a source of funds for these
      requirements and may divert funds from other sources or incur additional
      indebtedness to complete these stations.





During
      Fiscal 2007, we have acquired three construction permits from Eastern Sierra
      Broadcasting Corporation. The construction costs of these stations will be
      approximately $310,000. 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. 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 $38,000 per month to continue operations. Our
      current cash reserves are not sufficient to fund our cash requirements for
      next
      12 months and we will require additional funding of approximately $500,000
      to
      continue operations. We intend to generate the required funds by engaging in
      a
      reverse listing merger or acquisition. However, we have not identified an
      appropriate transaction party and we may be unable to negotiate a transaction
      on
      terms acceptable to us. 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**KPTO(AM),
                1440 kHz, Pocatello, ID
            
            $
            325,000
            
            $
            255,000
            
            $
            15,000
            
            
            October
                2008KITT(FM),
                1001 MHz, Soda Springs, ID
            
            $
            1,300,000
            
            $
            237,500
            
            $
            125,000
            
            
            October
                2008




-
          10
          -


**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, 2007, and the related
      consolidated statements of operations, stockholders’ equity (deficit) and cash
      flows for the years ended December 31, 2007 and 2006. 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 audits 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, 2007, and the
      results of their operations and their cash flows for the years ended December
      31, 2007 and 2006 in conformity with U. S. generally accepted accounting
      principles.





We
      were
      not engaged to examine management’s assertion about the effectiveness of Legacy
      Communications Corporation and subsidiaries’ internal control over financial
      reporting as of December 31, 2007 and, accordingly, we do not express an opinion
      thereon.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 13 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 13. 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


April
      30,
      2008




-
          11
          -


**LEGACY
      COMMUNICATIONS CORPORATION**


**CONSOLIDATED
      BALANCE SHEET**


**ASSETS**





**December
                31, 2007**CURRENT
                ASSETSCash
            
            $
            338Prepaid
                expenses
            
            
            35,820Total
                Current Assets
            
            
            36,158PROPERTY
                AND EQUIPMENT - NET (Notes 2 and 3)
            
            
            561,312OTHER
                ASSETSFCC
                licenses - Net (Notes 2 and 3)
            
            
            506,897Deposits
            
            
            6,035Construction
                in progress (Note 3)
            
            
            249,610Total
                Other Assets
            
            
            762,542TOTAL
                ASSETS
            
            $
            1,360,012





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




-
          12
          -


**LEGACY
      COMMUNICATIONS CORPORATION**


**CONSOLIDATED
      BALANCE SHEET (Continued)**


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





**December
                31, 2007**CURRENT
                LIABILITIESAccounts
                payable
            
            $
            348,930Accrued
                liabilities (Note 7)
            
            
            1,030,862Other
                liabilities
            
            
            84,702Other
                liabilities - related party (Note 4)
            
            
            190,563Deposits
                on station sales
            
            
            6,000Income
                tax payable (Note 2)
            
            
            24,752Notes
                payable - related parties (Note 5)
            
            
            682,775Notes
                payable (Note 6)
            
            
            1,405,425Accrued
                interest payable - related parties (Note 8)
            
            
            229,862Accrued
                interest payable (Note 8)
            
            
            686,769Total
                Current Liabilities
            
            
            4,690,640LONG-TERM
                LIABILITYNotes
                payable (Note 6)
            
            
            21,502Total
                Long-Term Liability
            
            
            21,502Total
                Liabilities
            
            
            4,712,142COMMITMENTS
                AND CONTINGENCIES (Note 12)STOCKHOLDERS’
                EQUITY (DEFICIT)Preferred
                stock; 5,000,000 shares authorized at $0.001 par value, no shares
                outstanding
            
            
            -Common
                stock, 50,000,000 shares authorized at $0.001 par value, 17,379,172
                shares
                issued and outstanding
            
            
            17,379Additional
                paid-in capital
            
            
            4,986,570Accumulated
                deficit
            
            
            (8,356,079
            )Total
                Stockholders’ Equity (Deficit)
            
            
            (3,352,130
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
            
            $
            1,360,012




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




-
          13
          -


**LEGACY
      COMMUNICATIONS CORPORATION**


**CONSOLIDATED
      STATEMENTS OF INCOME**





**For
                the Years Ended December 31****2007**
            
            **2006**REVENUEGain
                on sale of station (Note 11)
            
            $
            1,886,349
            
            $
            516,094Other
                Revenue (Note 10)
            
            
            -
            
            
            372,682Broadcast
                revenue
            
            
            19,719
            
            
            -Total
                Revenue
            
            
            1,906,068
            
            
            888,776EXPENSESDepreciation
                and amortization
            
            
            190,468
            
            
            223,505General
                and administrative
            
            
            533,863
            
            
            635,643Officers
                and directors stock bonus
            
            
            -
            
            
            200,000Salaries
                and personnel costs
            
            
            292,335
            
            
            276,530Total
                Expenses
            
            
            1,016,666
            
            
            1,335,678INCOME
                (LOSS) FROM OPERATIONS
            
            
            889,402
            
            
            (446,902
            )OTHER
                INCOME (EXPENSE)Net
                loss on disposition of asset
            
            
            (14,800
            )
            
            -Gain
                on debt settlement
            
            
            -
            
            
            1,151,119Interest
                expense
            
            
            (276,600
            )
            
            (433,449
            )Total
                Other Income (Expense)
            
            
            (291,400
            )
            
            717,670INCOME
                BEFORE INCOME TAXES
            
            
            598,002
            
            
            270,768Income
                tax (Note 2)
            
            
            693,636
            
            
            113,245NET
                INCOME
            
            $
            (95,634
            )
            $
            157,523BASIC
                AND FULLY DILUTED EARNINGSPER
                SHARE
            
            $
            (0.01
            )
            $
            0.01WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            17,354,597
            
            
            17,383,295




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




-
          14
          -


**LEGACY
      COMMUNICATIONS CORPORATION**


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





Common
                StockShares
            
            Amount
            
            Additional
              Paid-in
                Capital
            
            Deferred
              Consulting
              Services
            
            Accumulated
              DeficitBalance,
                December 31, 2005
            
            
            17,174,172
            
            $
            17,174
            
            $
            4,765,675
            
            $
            (22,505
            )
            $
            (8,457,825
            )Common
                stock issued to officers and directors for bonus
            
            
            200,000
            
            
            200
            
            
            199,800
            
            
            -
            
            
            -Common
                stock issued pursuant to management contract
            
            
            100,000
            
            
            100
            
            
            99,900
            
            
            -
            
            
            -Amortization
                of deferred consulting services
            
            
            -
            
            
            -
            
            
            -
            
            
            22,505
            
            
            -Common
                stock issued pursuant to loan agreement
            
            
            25,000
            
            
            25
            
            
            24,975
            
            
            -
            
            
            -Common
                stock issued pursuant to service agreement
            
            
            100,000
            
            
            100
            
            
            99,900
            
            
            -
            
            
            -Common
                stock cancelled following the renegotiated consulting
                agreement
            
            
            (250,000
            )
            
            (250
            )
            
            (249,750
            )
            
            -
            
            
            -Common
                stock issued pursuant to service agreement
            
            
            40,000
            
            
            40
            
            
            39,960
            
            
            -
            
            
            -Common
                stock issued pursuant to loan agreement
            
            
            25,000
            
            
            25
            
            
            2,475
            
            
            -
            
            
            -Common
                stock cancelled following the settlement of litigation
            
            
            (125,000
            )
            
            (125
            )
            
            (12,375
            )
            
            -
            
            
            -Net
                income for year ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            197,380Balance,
                December 31, 2006
            
            
            17,289,172
            
            
            17,289
            
            
            4,970,560
            
            
            -
            
            
            (8,260,445
            )Common
                stock issued pursuant to loan agreement
            
            
            25,000
            
            
            25
            
            
            3,225
            
            
            -
            
            
            -Common
                stock issued pursuant to loan agreement
            
            
            25,000
            
            
            25
            
            
            3,225
            
            
            -
            
            
            -Common
                stock issued pursuant to service agreement
            
            
            40,000
            
            
            40
            
            
            9,560
            
            
            -
            
            
            -Net
                loss for the year ended December 31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (95,634
            )Balance
                December 31, 2007
            
            
            17,379,172
            
            $
            17,379
            
            $
            4,986,570
            
            $
            -
            
            $
            (8,356,079
            )





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




-
          15
          -


**LEGACY
      COMMUNCATIONS CORPORATION**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





**For
                the Years Ended December 31,****2007**
            
            **2006**CASH
                FLOWS FROM OPERATING ACITIVITIES:Net
                income (loss)
            
            $
            (95,634
            )
            $
            157,523Adjustments
                to reconcile net income to net cash provided (used) by operating
                activities:Depreciation
                and amortization
            
            
            190,468
            
            
            223,505Gain
                on sale of stations
            
            
            (1,886,349
            )
            
            (516,094
            )Net
                loss on disposition of assets
            
            
            14,800
            
            
            -Loss
                attributable to termination of project
            
            
            -
            
            
            4,995Amortization
                of deferred consulting services
            
            
            -
            
            
            22,505Shares
                issued pursuant to loan agreement
            
            
            6,500
            
            
            -Shares
                issued pursuant to management contract
            
            
            -
            
            
            100,000Shares
                issued for bonuses
            
            
            -
            
            
            200,000Shares
                issued pursuant to loan agreement
            
            
            -
            
            
            25,000Shares
                issued pursuant to service agreement
            
            
            -
            
            
            100,000Shares
                issued pursuant to service agreement
            
            
            9,600
            
            
            40,000Shares
                surrendered pursuant to contract modification
            
            
            -
            
            
            (250,000
            )Shares
                surrendered pursuant to settlement of litigation
            
            
            -
            
            
            (12,500
            )Shares
                issued pursuant to loan agreement
            
            
            -
            
            
            2,500Changes
                in assets and liabilities:(Increase)
                decrease in escrow deposits
            
            
            200,000
            
            
            283,438(Increase)
                decrease in prepaid expenses
            
            
            (8,661
            )
            
            3,260(Increase)
                decrease in deposits/other assets
            
            
            14,865
            
            
            6,300(Increase)
                decrease in deferred tax asset
            
            
            718,084
            
            
            110,445Increase
                (decrease) in accounts payable
            
            
            9,266
            
            
            17,197Increase
                (decrease) in accrued expenses
            
            
            (10,153
            )
            
            62,862Increase
                (decrease) in income tax payable
            
            
            (25,448
            )
            
            800Increase
                (decrease) in accrued interest payable
            
            
            26,306
            
            
            125,134Increase
                (decrease) in other liabilities
            
            
            12,172
            
            
            (969,176
            )Proceeds
                from sale of station assets
            
            
            2,500,000
            
            
            675,000Purchase
                of station assets
            
            
            (168,307
            )
            
            (1,222,864
            )Increase
                (decrease) in deposits on station sales
            
            
            (750,000
            )
            
            150,000Net
                Cash Provided (Used) by Operating Activities
            
            
            757,509
            
            
            (660,170
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:
            
            
            -
            
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from related parties - short term notes payable
            
            
            50,850
            
            
            121,000Repayments
                to related parties - short term notes payable
            
            
            (92,608
            )
            
            (2,000
            )Repayment
                of notes payable
            
            
            (1,773,672
            )
            
            (618,937
            )Proceeds
                from notes payable - related parties
            
            
            -
            
            
            85,000Proceeds
                from notes payable
            
            
            1,022,200
            
            
            1,108,634Net
                Cash Provided (Used) by Financing Activities
            
            
            (793,230
            )
            
            693,697INCREASE
                (DECREASE) IN CASH
            
            
            (35,721
            )
            
            33,527CASH
                AT BEGINNING OF PERIOD
            
            
            36,059
            
            
            2,532CASH
                AT END OF PERIOD
            
            $
            338
            
            $
            36,059





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




-
          16
          -


**LEGACY
      COMMUNCATIONS CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOW
      (CONTINUED)**





**For
                the Years Ended December 31,****2007**
            
            **2006**SUPPLEMENTAL
                DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES:Common
                stock cancelled
            
            $
            -
            
            $
            262,500CASH
                PAID FOR:Interest
            
            $
            211,192
            
            $
            276,444Income
                taxes
            
            $
            1,000
            
            $
            1,000





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




-
          17
          -


**LEGACY
      COMMUNICATIONS CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2007 and 2006**





NOTE
      1 -
      COMPANY ORGANIZATION AND BUSINESS ACTIVITY





Legacy
      Communications Corporation was organized as a Nevada corporation on September
      23, 1997. The Company’s primary business activity is in the broadcast industry
      buying, developing, operating and selling radio stations and related
      services.





Subsidiaries





As
      of
      December 31, 2007, the following were wholly-owned subsidiaries:




§
            AM
                Radio 1400, Inc., a Utah corporation and licensee of KENT(AM), Parowan,
                UT.


§
            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 licensee of KOGN (AM), Ogden,
                UT.


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


§
            Americast
                Media Corporation, a Utah corporation and applicant for construction
                permits of new AM radio stations to serve the communities of Middletown,
                ID, Beaver, UT, Santa Clara, UT, Mesquite, NV and Mililani,
                HI.


§
            Radio
                1340, LLC. a Utah limited-liability company and permitee of a new
                construction permit for 1340kHz, Bishop,
                CA.


§
            Radio
                1240, LLC. a Utah limited-liability company and permitee of a new
                construction permit for KDAN(AM) 1240kHz, Beatty,
                NV.


§
            Radio
                1450, LLC. a Utah limited-liability company and permitee of a new
                construction permit for KIFO(AM) 1450kHz, Hawthorne, NV.


§
            Radio
                1400, LLC. a Utah limited-liability company and applicant in the
                assignment of a new construction permit for KTNP(AM) 1400kHz, Tonopah,
                NV.


§
            Radio
                Tonopah, LLC, a Utah limited-liability company organized for the
                purchase
                of FM Radio Station KHWK(FM), 92.7 MHz, Tonopah, NV.


§
            Legacy
                Media Corporation, a Nevada corporation organized as a holding company
                for
                the licenses and permits of the
                Company.





All
      significant inter-company accounts and transactions have been eliminated in
      consolidation.





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 earnings 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, 2007 or 2006.




-
          18
          -




December
                31,2007
            
            2006Numerator
                - Income (Loss)
            
            $
            (95,634
            )
            $
            157,523Denominator
                - weighted average shares outstanding
            
            
            17,354,597
            
            
            17,383,295Basic
                income (loss) per share
            
            $
            (0.01
            )
            $
            0.01





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
      income taxes are provided using the 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 than not that some portion or all of the deferred tax assets
      will not be realized. Deferred tax assets and liabilities are adjusted for
      the
      effects of the changes in tax laws and rates of the date of
      enactment.





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





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





The
      Company or one of its subsidiaries files income tax returns in the U.S. federal
      jurisdiction, Idaho, Hawaii, and Utah. With few exceptions, the Company is
      no
      longer subject to U.S. federal, state and local, or non-U.S. income tax
      examinations by tax authorities for years before 2001. The company did not
      file
      timely tax returns for the 2001 tax year going forward. These returns have
      now
      been filed and the statute of limitations has started run on these
      years.





The
      Company adopted the provisions of FASB Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes* ,
      on January 1, 2007.





The
      Company’s policy is to recognize interest accrued related to unrecognized tax
      benefits in interest expense and penalties in operating expenses.





-
          19
          -


The
      provision (benefit) for income taxes for the years ended December 31, 2007
      and
      2006 consist of the following:





2007
            
            2006Federal:Current
            
            $
            -
            
            $
            -Deferred
            
            
            -
            
            
            98,285State:Current
            
            
            -
            
            
            800Deferred
            
            
            -
            
            
            14,160$
            -
            
            $
            113,245





Net
      deferred tax assets consist of the following components as of December 31,
      2007
      and 2006:





2007
            
            2006Deferred
                tax assets:NOL
                Carryover
            
            $
            549,060
            
            $
            322,945Depreciation
            
            
            -
            
            
            -Accrued
                Expenses
            
            
            863,200
            
            
            431,300Deferred
                tax liabilities:Depreciation
            
            
            (75,143
            )
            
            431,300Valuation
                allowance
            
            
            (1,337,117
            )
            
            (36,200
            )Net
                deferred tax asset
            
            $
            -
            
            $
            718,045





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, 2007 and 2006 due to
      the
      following:





2007
            
            2006Book
                Income
            
            $
            233,209
            
            $
            105,600Gain/Loss
                Sale of Assets
            
            
            (1,135
            )
            
            (31,160
            )State
                Taxes
            
            
            (39
            )
            
            (310
            )NOL
                Utilization
            
            
            (575,753
            )
            
            (133,150
            )Depreciation
            
            
            (11,105
            )
            
            (32,210
            )Accrued
                Expenses
            
            
            298,229
            
            
            3,630Accrued
                Compensation
            
            
            52,850
            
            
            7,650Stock
                for Services
            
            
            3,344
            
            
            79,950Other
            
            
            -
            
            
            -Income
                Tax Expense
            
            $
            -
            
            $
            -





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
            
            8
                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,
      2007 and 2006.





-
          20
          -


h.
      Newly
      Issued Accounting Pronouncements





During
      the year ended December 31, 2007, the Company adopted the following accounting
      pronouncements:





**SFAS
      No. 123(R)** -- In
      December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS 123 (R))
“Share-based payment”. SFAS 123 (R) requires compensation costs related to
      share-based payment transactions to be recognized in the financial statements.
      With limited exceptions, the amount of compensation cost is measured based
      on
      the grant-date fair value of the equity or liability instruments issued. In
      addition, liability awards are re-measured each reporting period. Compensation
      cost is recognized over the period that an employee provides service in exchange
      for the award. FASB 123 (R) replaces FASB 123, Accounting for Stock-Based
      Compensation and supersedes APB option No. 25, Accounting for Stock Issued
      to
      Employees.





**SFAS
      No. 154** -- In
      May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
      Corrections,” which replaces APB Opinion No. 20 “Accounting Changes,” and FASB
      Statement No. 3 “Reporting Accounting Changes in Interim Financial Statements,”
and changes the requirements for the accounting for and reporting of a change
      in
      accounting principle. This Statement requires retrospective application to
      prior
      periods’ financial statements of changes in accounting principles, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. This Statement is effective for accounting changes and
      corrections of errors made in fiscal years beginning after December 15, 2005.





**SFAS
      No. 156** --
      In
      March 2006, the FASB issued SFAS No. 156 “Accounting for Servicing of Financial
      Assets, an amendment of FASB No. 140,” which modifies the accounting for and
      reporting of servicing asset and servicing liabilities. SFAS No. 156 is not
      currently applicable to the company and, we believe that the adoption of SFAS
      No. 156 will not have a material impact on our results of
      operations.





**FIN
      No. 48** --
      In
      June 2006, the FASB issued Financial Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes - an interpretation of FASB Statement 109.” FIN 48
      prescribes a recognition threshold and a measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return. This interpretation also provides guidance on
      de-recognition, classification, interest and penalties, accounting in interim
      periods, disclosure and transition. This interpretation is effective for fiscal
      years beginning after December 15, 2007. The Company is currently evaluating
      the
      impact of applying the various provisions of FIN 48.





**SFAS
      No. 157** -- In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” that
      provides guidance for using fair value to measure assets and liabilities. Under
      SFAS 157, fair value refers to the price that would be received to sell an
      asset
      or paid to transfer a liability in an orderly transaction between market
      participants in the market in which the reporting entity transacts. SFAS 157
      establishes a fair value hierarchy that prioritizes the information used to
      develop the assumptions that market participants would use when pricing the
      asset or liability. The fair value hierarchy gives the highest priority to
      quoted prices in active markets and the lowest priority to unobservable data.
      In
      addition, SFAS 157 requires that fair value measurements be separately disclosed
      by level within the fair value hierarchy. This standard will be effective for
      financial statements issued for fiscal periods beginning after November 15,
      2007
      and interim periods within
      those fiscal years. The Company is currently evaluating the impact of applying
      the various provisions of SFAS 157.





**SFAS
      No. 158 --** In
      September 2006, the FASB issued SFAS Statement No. 158, “Employers’ Accounting
      for Defined Benefit Pension and Other Postretirement Plans.”  This new
      standard will require employers to fully recognize the obligations associated
      with single-employer defined benefit pension, retiree healthcare and other
      postretirement plans in their financial statements.  The Company adopted
      SFAS No. 158 on December 31, 2007, resulting in no financial statement impact
      since the Company currently does not sponsor the defined benefit pension or
      postretirement plans within the scope of the standard.





**SFAS
      No. 159 --** In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an Amendment of FASB
      Statement No. 115.” This statement permits entities to choose to measure many
      financial instruments and certain other items at fair value.  Most of the
      provisions of SFAS No. 159 apply only to entities that elect the fair value
      option.  However, the amendment to SFAS No. 115 “Accounting for Certain
      Investments in Debt and Equity Securities” applies to all entities with
      available-for-sale and trading securities. SFAS
      No. 159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007.  The Company adopted SFAS No. 159 on
      January 1, 2008, resulting in no financial statement impact.





**SFAS
      No. 160** --
      In
      December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in
      Consolidated Financial Statements.”  This statement applies to all entities
      that prepare consolidated financial statements, except not-for-profit
      organizations, and amends Accounting Research Bulletin (“ARB”) 51 to establish
      accounting and reporting standards for the noncontrolling interest in a
      subsidiary and for the deconsolidation of a subsidiary.  It also amends
      certain of ARB 51’s consolidation procedures for consistency with the
      requirements of SFAS No. 141 (revised 2007).  This statement will be
      effective for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008, or the Company’s fiscal year beginning
      January 1, 2009.  Earlier adoption is prohibited.  The Company
      currently is unable to determine what impact the future application of this
      pronouncement may have on its consolidated financial statements.





-
          21
          -


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, 2007. 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 10, 11).





l.
      Long
      Lived Assets





The
      Company annually assesses 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 within which the impairment is
      measured.





NOTE
      3 -
      PROPERTY, EQUIPMENT AND FCC LICENSES





As
      of
      December 31, 2007 the Company had construction in progress of $249,610. 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, 2007 consisted of the following:





Office
                and studio equipment
            
            $
            100,166Vehicles
            
            
            30,826Transmitter
                site equipment
            
            
            262,877Towers
            
            
            201,010Buildings
            
            
            56,774Land
            
            
            140,000Leasehold
                improvements
            
            
            32,654Total
            
            
            824,307Less
                accumulated depreciation and amortization
            
            
            (262,995
            )Property
                and Equipment - Net
            
            $
            561,312FCC
                licenses
            
            $
            716,260Less:
                Accumulated amortization
            
            
            (209,363
            )FCC
                Licenses - Net
            
            $
            506,897





-
          22
          -


Depreciation
      and amortization expense for the years ended December 31, 2007 and 2006 was
      $190,468 and $223,505, respectively.





NOTE
      4 -
      RELATED PARTY BALANCES





At
      December 31, 2007, 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%
            
            
            84,563Related
                Party Balance - Net Liability
            
            $
            190,563





NOTE
      5 -
      NOTES PAYABLE - RELATED PARTIES




At
      December 31, 2007, the Company had the following notes payable due to related
      parties:





Various
                notes due to shareholders, non-interest bearing, unsecured and due
                on
                demand.
            
            $
            52,000Short
                term notes due to President, bearing interest at 10.50%, unsecured
                and due
                on demand.
            
            
            186,375Notes
                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 shareholder, bearing interest at 10.50%, unsecured and due
                on
                demand.
            
            
            30,000Notes
                due to Officers, bearing interest at 12.00%, unsecured and due on
                demand.
            
            
            85,000Notes
                due to shareholder, bearing interest at 10.50%, unsecured and due
                on
                demand.
            
            
            41,400Notes
                due to shareholders, bearing interest at 8.00%, unsecured and due
                on
                demand.
            
            
            60,000Total
                Notes Payable - related party
            
            $
            682,775





-
          23
          -


NOTE
      6 -
      NOTES PAYABLE





The
      following notes payable were outstanding at December 31, 2007:





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.
            
            
            75,000Notes
                payable to an individual dated September 15, 2006, bearing interest
                at
                10.50%, due on demand, unsecured
            
            
            26,798Notes
                payable to an individual dated January 31, 2007, bearing interest
                at
                12.50%, due on demand, unsecured
            
            
            72,450Notes
                payable to an individual dated February 12, 2007, bearing interest
                at
                12.50%, due on demand, unsecured.
            
            
            51,750Note
                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, 2003, bearing interest
                at
                7.99%, requiring monthly payments of $499.82, due by March 14,
                2013.
            
            
            25,901Notes
                payable to a corporation dated July 23, 2004, bearing interest at
                14.75%,
                due July 23, 2005, secured by current assets.
            
            
            825,000Note
                payable to an individual dated December 16, 1999, bearing interest
                at
                25.00%, due on demand, unsecured.
            
            
            180,000Total
                notes payable
            
            
            1,426,927Less:
                current maturities
            
            
            (1,405,425
            )Total
                Long-Term Debt
            
            $
            21,502





-
          24
          -


Maturities
      of notes payable are as follows:





December
                31, 2008
            
            $
            1,405,4252009
            
            
            4,4162010
            
            
            4,7882011
            
            
            5,1912012
            
            
            5,6282013
            
            
            1,479$
            1,426,927





NOTE
      7 -
      ACCRUED LIABILITIES





Accrued
      liabilities consisted of the following at December 31, 2007




Accrued
                payroll
            
            $
            17,560Deferred
                compensation
            
            
            247,215Accrued
                payroll taxes
            
            
            577,472Penalty
                and interest on payroll taxes
            
            
            188,615Total
                Accrued Liabilities
            
            $
            1,030,862





NOTE
      8 -
      ACCRUED INTEREST PAYABLE





Accrued
      interest payable consisted of the following at December 31, 2007:





Accrued
                interest payable to related parties on notes payable
            
            $
            169,454Accrued
                interest payable to unrelated parties on notes payable
            
            
            686,769Accrued
                interest payable to shareholder on notes converted to
                equity
            
            
            60,408Total
                accrued interest payable
            
            $
            916,631




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 and pay for some personal expenses until the balance is paid
      in
      full. During the year ended December 31, 2007 the Company paid $68,269. The
      remaining balance due Randall at December 31, 2007 was $60,408.





NOTE
      9 -
      EQUITY TRANSACTIONS





During
      2006 the Company issued 200,000 shares of common stock to officers and
      directors. The shares were valued at $1.00 per share, which was the deemed
      value
      of the bonus.





During
      2006 the Company issued 100,000 shares of common stock to an individual in
      pursuant to a service agreement. The shares were valued at $1.00 per
      share.





During
      2006 the Company issued 25,000 shares of common stock to an individual pursuant
      to a loan agreement. The shares were valued at $1.00 per share.





During
      2006 the Company issued 100,000 shares of common stock to a corporation pursuant
      to a service agreement. The shares were valued at $1.00 per share.





During
      2006 the Company cancelled 250,000 shares of common stock from a corporation
      following the termination of a consulting agreement. The shares were previously
      valued at $1.00 per share.





-
          25
          -


During
      2006 the Company issued 40,000 shares of common stock to a corporation pursuant
      to a service agreement. The shares were valued at $1.00 per share.





During
      2006 the Company issued 25,000 shares of common stock to an individual pursuant
      to a loan agreement. The shares were valued at the trading price of $0.10 per
      share.





During
      2006 the Company cancelled 125,000 shares of common stock from an individual
      in
      a settlement agreement. The shares were valued at the trading price of $0.10
      per
      share.





During
      2007 the Company issued 25,000 shares pursuant to an individual pursuant to
      a
      loan agreement. The shares were valued at the trading price of $0.13 per
      share.





During
      2007 the Company issued 25,000 shares pursuant to an individual pursuant to
      a
      loan agreement. The shares were valued at the trading price of $0.13 per
      share.





During
      2007 the Company issued 40,000 shares of common stock to a corporation pursuant
      to a service contract. The shares were valued at $0.24 per share.





NOTE
      10 -
      OTHER REVENUE





Other
      revenue consisted of the following at December 31, 2006:





Forfeiture
                of Deposit paid by Lakeshore Media
            
            $
            335,000Option
                fees paid by Lakeshore Media
            
            
            37,682Total
                other revenue at December 31, 2006
            
            $
            372,682





There
      was
      no other revenue recorded in the year ended December 31, 2007.





NOTE
      11 -
      GAIN ON SALE OF STATIONS AND OTHER ASSETS





Gain
      on
      sale of stations and other assets consisted of the following at December 31,
      2007 and 2006, respectively:





Net
                gain on sale of AM Radio 790, Inc. station
            
            $
            1,886,349Total
                net gain on sale of stations and disposition of assets at December
                31,
                2007
            
            $
            1,886,349Net
                gain on sale of AM Radio 1370, Inc. station
            
            $
            516,094Total
                net gain on sale of stations at December 31, 2006
            
            $
            516,094





-
          26
          -


NOTE
      12 -
      COMMITMENTS AND CONTINGENCIES





Rental
      Obligations





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





Year
                Ended
              December
                31,2008
            
            $
            39,4802009
            
            
            39,4802010
            
            
            39,4802011
            
            
            39,4802012
            
            
            39,480$
            197,400





Rent
      and
      facility maintenance expense for the years ended December 31, 2007 and 2006
      was
      $56,180 and $46,302, respectively.





Pledged
      Assets





The
      pledged assets of Legacy Communications Corporation are in the form of corporate
      stock issued to the holding Company in each subsidiary. Stock in the following
      subsidiaries has been pledged to US Capital as collateral for the $825,000
      loan.





·  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 1440, Inc. licensee of KPTO(AM), Pocatello,
      ID.


·  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 1490, Inc. licensee of KOGN(AM), Ogden,
      UT.


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





The
      Company has granted a security interest in the following subsidiary companies
      to
      a shareholder as collateral for a $150,000 loan:





·  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 1440, Inc. licensee of KPTO(AM), Pocatello,
      ID.


·  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 1490, Inc. licensee of KOGN(AM), Ogden,
      UT.


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





Legal
      Proceedings





The
      Company from time to time is involved in litigation incidental to the conduct
      of
      its business. The Company is not a party to any lawsuit or preceding which
      in
      the opinion of management, is likely to have a material adverse effect on
      it.





The
      Company on June 30, 2007 sent notice of default to Lakeshore Media, LLC under
      the option agreement dated March 3, 2005 and amended September 27, 2005 to
      buy
      the assets of KPTO, AM1440kHz, Pocatello, Idaho, and KITT (FM), 100.1MHz, Soda
      Springs, Idaho. Lakeshore was required to exercise the purchase option on or
      before June 1, 2006 and close the transaction by August 15, 2006 or forfeit
      the
      option fees paid. The Company sent notice of default asking Lakeshore to sure
      the default on or before June 30, 2006. Lakeshore did not cure the default
      and
      the Company sued for unpaid fees and interest and received a default judgment
      of
      $53,333.61 plus attorney fees of $2,680.94, a total of $56,014.55 plus ten
      (10%)
      percent interest per annum on February 9, 2007 in the Fifth Judicial District
      Court in and for Washington County, Utah, Case No. 060502081 that was augmented
      on July 19, 2007 for an additional $9,348.87 in legal fees for a total of
      $62,682.48 plus interest at the rate of ten percent (10%) per annum.





NOTE
      13 -
      GOING CONCERN





The
      Company’s financial statements are prepared using accounting principles
      generally accepted in the United States of America applicable to a going concern
      that contemplates the realization of assets and liquidation of liabilities
      in
      the normal course of business. The Company has incurred cumulative losses
      through December 2001, and has a working capital deficit at December 31, 2007.
      Revenues have not been sufficient to cover its operating costs and to allow
      it
      to continue as a going concern. The ability of the Company to continue as a
      going concern is dependent upon the Company completing the sale of KPTO(AM),
      Pocatello, ID and KITT(FM), Soda Springs, ID.





-
          27
          -


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 development, operation and sale
      of four (4) construction permits for new AM radio stations that include KACE(AM)
      (formerly KBSP(AM)), 1340 kHz, Bishop, CA; KDAN(AM), 1240kHz, Beatty, NV;
      KIFO(AM), 1450kHz, Hawthorne, NV; and KTNP(AM), 1400kHz, Tonopah, NV. These
      radio stations will be constructed pursuant to the authorized construction
      permit and operated as a regional cluster.





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. 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
      14 -
      CONTRACTS FOR SALE OF STATIONS





The
      Company through its subsidiaries, AM Radio 1440, Inc. and Tri-State Media
      Corporation signed an option agreement on March 3, 2005 and amended on September
      27, 2005 to sell KPTO(AM), Pocatello, Idaho, and KITT (FM), Soda Springs, Idaho
      to Lakeshore Media, LLC. The option holder, Lakeshore, 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 was required to exercise the option to
      purchase by June 1, 2006 and close the transaction by August 15, 2006 or forfeit
      the option fees paid. The Company sent notice of default to cure the default
      on
      or before June 30, 2007. Lakeshore did not cure the default and the Company
      sued
      for unpaid fees, interest and attorney fees. The Company was granted a judgment
      on February 9, 2007 for $56,014.55 and ten (10%) percent interest per annum
      in
      Fifth Judicial District Court, Washington County, Utah, Case No. 060502081.





The
      Company signed a Letter of Intent with GAP Broadcasting II, LLC for the sale
      of
      all of the assets used or useful in the operation of KITT(FM), 100.1MHz, Soda
      Springs, ID subject to the conditions of the FCC Rulemaking, Docket 05-243,
      granted January 18, 2008 that became final March 22, 2008 and completing a
      definitive asset purchase agreement on or before April 25, 2008 amended April
      21, 2008 to extend the due date to April 28, 2008.





NOTE
      15 -
      SUBSEQUENT EVENTS





The
      following is a list of material subsequent events:





·
            On
                January 28, 2008, the Company completed the transfer of all subsidiary
                companies to Legacy Media Corporation, a wholly-owned subsidiary
                organized
                under the laws of the State of Nevada on July 10, 2007.  FCC approval
                of the transfer was granted July 20,
                2007.





·
            On
                March 18, 2008, we entered into a letter of intent to sell the assets
                of
                KITT(FM) 100.1MHz, Soda Springs, ID, to GAP Broadcasting II, LLC.
                An
                amendment to the letter of intent was signed on April 21, 2008. A
                definitive agreement for the sale of the assets pursuant to the terms
                of
                the letter of intent will be negotiated between the parties and an
                assignment application filed with the FCC for approval. We expect
                to
                complete this transaction before October 31, 2008.





·
            On
                March 18, 2008, we entered into a letter of intent with Public Radio
                Capital, Inc. for the purchase of KNNZ(AM), 940kHz, Cedar City, UT
                for
                $150,000.





·
            On
                April 28, 2008, the Company signed a letter of intent with Three
                Irons,
                LLC.  Subject to various conditions, the letter of intent provides
                for the issuance by the Company of 185,000 shares of preferred stock
                for
                $185,000 and the exchange of approximately 13,400,000 shares of common
                stock held by the officers of the Company for all of the issued shares
                of
                Legacy Media Corporation.  If and when all shares of preferred stock
                are issued, the preferred stock would be convertible into an aggregate
                of
                37,000,000 shares of the Company’s common stock and would result in a
                change in control of the Company.  Prior to the issuance of all
                shares of preferred stock, the conversion of the preferred stock
                is
                limited to certain events and the number of shares of common stock
                issuable upon conversion is limited to the number of shares of common
                stock that have an aggregate market value on the date of conversion
                of
                $1.25 per share of preferred stock.  As of the date hereof, the
                Company has received $40,000 and issued 40,000 shares of preferred
                stock.





-
          28
          -


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





None.





**Item
      8A(T).** **Controls
      and Procedures.**





**Disclosure
      Controls and Procedures**





We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934 ("Exchange Act") is recorded, processed, summarized and reported within
      the
      specified time periods. Our Chief Executive Officer and our Principal Accounting
      and Financial Officer (collectively, the "Certifying Officers") are responsible
      for maintaining our disclosure controls and procedures. The controls and
      procedures established by us are designed to provide reasonable assurance that
      information required to be disclosed by the issuer in the reports that it files
      or submits under the Exchange Act is recorded, processed, summarized and
      reported within the time periods specified in the Commission's rules and forms.
      As required by Rule 13a-15 under the Exchange Act, our management, including,
      our Chief Executive Officer, evaluated the effectiveness of the design and
      operation of our disclosure controls and procedures as of December 31, 2007.
      Based on that evaluation, management concluded that as of December 31, 2007,
      and
      as of the date that the evaluation of the effectiveness of our disclosure
      controls and procedures was completed, our disclosure controls and procedures
      were not effective to satisfy the objectives for which they are
      intended.





**Internal
      Control Over Financial Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Rule 13a-15(f)
      and
      15d-15(f) of the Exchange Act. A system of internal control over financial
      reporting is a process designed to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external purposes in accordance with generally accepted accounting
      principles. A material weakness is any deficiency, or combination of
      deficiencies, in internal control over financial reporting, such that there
      is a
      reasonable possibility that a material misstatement of our company’s annual or
      interim financial statements will not be prevented or detected on a timely
      basis. Because of inherent limitations, a system of internal control over
      financial reporting may not prevent or detect all misstatements.





Under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer and Chief Accounting Officer, we conducted an evaluation
      of
      the effectiveness of our internal control over financial reporting. Management’s
      review and evaluation of the company’s internal controls over financial
      reporting did not involve a recognized framework for financial controls and
      was
      limited to the identification of risks associated with the limited number of
      personnel employed by the company and the direct involvement of the CEO, CFO
      and
      Chief Accounting Officer in most business functions. In its assessment of the
      effectiveness of internal control over financial reporting as of December 31,
      2007, our management determined that there were control deficiencies that
      constituted material weaknesses, as described below.





*Lack
      of Effective Corporate Governance Policies and Procedures.* We
      do not
      have effective policies regarding the independence of or directors and do not
      have independent directors. The lack of independent directors means that there
      is no effective review, authorization, or oversight of management or
      management’s actions by persons that were not involved in approving or executing
      those actions. We have no conflicts of interest policies and there is no
      provision for the review and approval of transactions between the Company and
      interested members of management.





*Insufficient
      Number and Training of Accounting Personnel.* Substantially
      all of our accounting functions are performed directly by our Chief Accounting
      Officer. There is no material division of duties that would insure that
      information is checked or verified before it is entered into the accounting
      system or that entries into the accounting system accurately reflect
      transactions. Reconciliations of accounts, when performed, are conducted by
      the
      individual that is responsible for entering information into the account. As
      a
      result management of the company has the ability to (i) change account
      structures without approval, (ii) make general ledger journal entries without
      review, (iii) approve and disburse payments on vender accounts without effective
      oversight, (iv) issue equity securities, and (v) reconcile accounts to prevent
      discovery of incorrect or fraudulent entries.





*Lack
      of Effective Policies Regarding the General Accounting System.* We
      do not
      have any documented processes for the input, accumulation, or testing of
      financial data that would provide assurance that all transactions are accurately
      and timely recorded or that the financial reports will be prepared on a periodic
      basis.





-
          29
          -


*Lack
      of Effective Policies Regarding Operational Matters.* Substantially
      all authority to commit the resources of the Company to any transaction is
      held
      by the Chief Executive Officer. We do not have formal guidelines relating to
      the
      scope or extent of authority that the Chief Executive Officer may exercise
      without approval by the Board of Directors or shareholders. Our Chief Executive
      Officer may (i) purchase and receive goods, (ii) incur indebtedness or other
      obligations, (iii) negotiate contracts with third parties for the purchase
      or
      sale of assets, and (iv) engage in transactions in which he has a direct or
      indirect interest without reporting that interest to Board of Directors or
      the
      shareholders.





Management
      has determined that the Company does not have the financial resources or
      personnel to address any of the material weaknesses identified or to conduct
      a
      more robust evaluation of its controls. As resources become available,
      management will develop and implement remedial actions to address the material
      weaknesses it has identified. Management has made no changes in the company’s
      internal control over financial reporting during the last fiscal quarter of
      2007
      that has materially affected, or is reasonably likely to materially affect,
      the
      company’s internal control over financial reporting.





This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission that permit the company to provide only management’s report
      in this annual report.





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




On
      April
      28, 2008, the Company signed a letter of intent with Three Irons, LLC. 
Subject to various conditions, the letter of intent provides for the issuance
      by
      the Company of 185,000 shares of preferred stock for $185,000 and the exchange
      of approximately 13,400,000 shares of common stock held by the officers of
      the
      Company for all of the issued shares of Legacy Media Corporation.  If and
      when all shares of preferred stock are issued, the preferred stock would be
      convertible into an aggregate of 37,000,000 shares of the Company’s common stock
      and would result in a change in control of the Company.  Prior to the
      issuance of all shares of preferred stock, the conversion of the preferred
      stock
      is limited to certain events and the number of shares of common stock issuable
      upon conversion is limited to the number of shares of common stock that have
      an
      aggregate market value on the date of conversion of $1.25 per share of preferred
      stock.  As of the date hereof, the Company has received $40,000 and issued
      40,000 shares of preferred stock.





Pursuant
      to the letter of intent with Three Irons, LLC, the Company issued 40,000 shares
      of its Series A Convertible Redeemable Preferred Stock for $40,000 on April
      30,
      2008. The transaction was negotiated directly with the purchaser and did not
      involve advertisement or other public announcement and was exempt from
      registration under Section 4(2) of the Securities Act of 1933, as amended.
      The
      Series A Convertible Redeemable Preferred Stock is convertible into 37,000,000
      shares of common stock, $.001 par value per share, upon the issuance of all
      shares of Series A Convertible Redeemable Preferred Stock authorized and would
      result in a change in control of the company. Prior to the issuance of all
      shares of Series A Convertible Redeemable Preferred Stock that have been
      authorized, the conversion of the preferred stock is limited to certain events
      and the number of shares of common stock issuable upon conversion is limited
      to
      the number that have a fair market value of $1.25 per share of preferred stock
      on the date of conversion.





On
      April
      25, 2008, the Company received a notice from the Financial Industry Regulatory
      Authority (FINRA) that it would be ineligible for trading on the
      Over-the-Counter Bulletin Board under NASD Rule 6530 unless an Annual Report
      on
      Form 10-KSB was not filed with the Securities and Exchange Commission before
      5:30 p.m. EDT on May 16, 2008. The Company has filed its Annual Report on Form
      10-KSB within the time required and has notified the staff of FINRA that it
      is
      in compliance with NASD Rule 6530.





**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(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.
            67
            President,
                CEO, Director
            1997Lavon
                Randall
            65
            Secretary/Director
            1997R.
                Michael Bull
            59
            Principal
                Accounting Officer
            1998Jeffrey
                B. Bate
            44
            Director
            2005





-
          30
          -


**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.





**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, shareholders 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 .





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          31
          -


Board
      Committees





We
      do not have an 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.





Section
      16(a) Beneficial Ownership Reporting Compliance





Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
      directors and executive officers and persons who own more than 10% of a
      registered class of the Company’s equity securities to file various reports with
      the Securities and Exchange Commission concerning their holdings of, and
      transactions in, securities of the Company. Copies of these filings must be
      furnished to the Company. Based on a review of the copies of such forms
      furnished to the Company and other information, the Company believes that,
      during the fiscal year ended December 31, 2007, no director or executive officer
      failed to file on a timely basis a report under Section 16(a) of the Securities
      Exchange Act.





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.





Nominations
      for Director





We
      do not
      have a formal nominating committee because the number of outstanding shares,
      shareholders of record and size of the board of directors makes it impractical
      to establish a separate nominating committee. Our directors perform the function
      of a nominating committee by identifying and receiving recommendations for
      individuals qualified to become directors and reviewing their qualifications.





The
      directors will consider director candidates recommended by one or more
      substantial, long-term shareholders. Generally, shareholders who individually
      or
      as a group have held 5% of our shares for over one year will be considered
      substantial, long-term shareholders. In considering candidates submitted by
      shareholders, the directors will take into consideration the needs of the Board
      of Directors and the qualifications of the candidate. The directors believe
      that
      the minimum qualifications for service as one of our directors are experience
      in
      the radio broadcast industry and in the construction and ownership of radio
      stations in markets similar to those that are served by our stations. In
      addition, nominees should possess an impeccable reputation of integrity and
      competence in her or his personal and professional activities. To have a
      candidate considered by the directors, a shareholder must submit the
      recommendation in writing and must include the following
      information:





·
            The
                name of the shareholder and evidence of the person’s ownership of our
                shares, including the number of shares owned and the length of time
                of
                ownership; and





·
            The
                name of the candidate, the candidate’s resume or a listing of her or his
                qualifications to be one of our directors and the person’s consent to be
                named as a director if nominated by the
                directors.





The
      shareholder recommendation and information described above must be sent to
      us at
      210 North 1000 East, St. George, UT 84770 and, if the nominee is to be elected
      at a meeting of the shareholders, must be received by the President not less
      than 90 days nor more than 110 days prior to the anniversary date of our most
      recent annual meeting of shareholders.





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          32
          -


**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,
      2007 and 2006 by our Chief Executive Officer and each executive officer that
      received compensation of more than $100,000 during 2007.





**SUMMARY
      COMPENSATION TABLE**





**Name
                and Principal Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock
                Awards**
              **($)**
            
            **All
                Other**
              **Compensation**
            
            **Total**
              **($)**E.
                Morgan Skinner, Jr.
            
            2007
            
            $
            85,000
            
            
            -
            
            
            -
            
            
            -
            
            $
            85,000CEO,
                President, and Director
            
            2006
            
            $
            85,000
            
            
            -
            
            $
            100,000
            
            
            -
            
            $
            185,000Lavon
                Randall
            
            2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Treasurer
                and Secretary
            
            2006
            
            
            -
            
            
            -
            
            $
            100,000
            
            
            -
            
            $
            100,000R.
                Michael Bull
            
            2007
            
            $
            85,000
            
            
            -
            
            
            -
            
            
            -
            
            $
            85,000Chief
                Accounting Officer
            
            2006
            
            $
            85,000
            
            
            -
            
            
            -
            
            
            -
            
            $
            85,000


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





Our
      compensation and benefits programs are administered by our Board of Directors
      and intended to retain and motivate individuals with the necessary experience
      to
      accomplish our overall business objectives within the limits of our available
      resources. Consequently, the guiding principles of our compensation programs
      are:





·
            simplicity,
                clarity, and fairness to both the employee and the
                Company;


·
            preservation
                of Company resources, including available cash;
                and


·
            opportunity
                to receive fair compensation if the Company is
                successful.





Each
      element of our compensation program contributes to these overall goals in a
      different way.





·
            Base
                Salary and Benefits are designed to provide a minimum threshold to
                attract
                and retain employees identified as necessary for our
                success.


·
            Cash
                Bonuses and equity awards are designed to provide supplemental
                compensation when the Company achieves financial or operational goals
                within the limits of our available resources.





All
      compensation payable Chief Executive Officer and the other named executive
      officers is reviewed annually by the Board of Directors and changes or awards
      are approval by the Board of Directors.





Our
      executive officers have served for the last two fiscal years without significant
      cash compensation and have committed substantial personal resources to our
      continued operation. We expect that such commitments will be repaid before
      any
      material increase in compensation is approved.





-
          33
          -


Board
      Compensation





The
      following table sets forth summary information concerning the compensation
      we
      paid to directors during the year ended December 31, 2007





**Name**
            **Fees
                Earned or Paid in Cash**
              **($)**
            
            **Stock
                Awards**
              **($)**
            
            **Option
                Awards**
              **($)**
            
            **All
                Other**
              **Compensation**
            
            **Total**
              **($)**E.
                Morgan Skinner, Jr.
            -
            
            -
            
            -
            
            -
            
            -Lavon
                Randall
            -
            
            -
            
            -
            
            -
            
            -Jeffrey
                B. Bate
            -
            
            -
            
            -
            
            -
            
            -





**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,
      2008
      and is based on the books and records of the Company and information obtained
      from each individual. Information with respect to other shareholders is based
      upon the Schedule 13D or Schedule 13G filed by such shareholders 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.





**Name
                and Address**
            **Number
                of SharesOwned Beneficially**
            **Percentages**
              **Of
                Outstanding Shares**E.
                Morgan Skinner, Jr.
              *President,
                CEO, Director*
            6,468,408(1)
            37.1%Lavon
                Randall
              *Secretary,
                Director*
            6,013,408(2)
            34.6%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)
            13,604,316
            78.3%





1.
            E.
                Morgan Skinner, Jr. is the trustee of Bear River Trust and beneficially
                owns 6,453,408 shares of our common stock under the Bear River
                Trust.





2.
            Lavon
                Randall is the trustee of the Randall Family Trust and beneficially
                owns
                6,013,408 shares of our common stock under the Randall Family
                Trust.





-
          34
          -


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





Our
      executive officers, directors and certain shareholders, and entities that they
      control, lend us money and enter into transactions with us from time to time.
      The following table sets forth the amount we were obligated to our executive
      officers as of December 31, 2007, including accrued and unpaid interest, and
      the
      largest aggregate obligation at any time since December 31, 2006.





**Name
                and Relationship**
            
            **Amount
                as of 12/31/2007**
            
            **HighestBalance
                since 12/31/2006**E.
                Morgan Skinner, Jr. CEO and President*
            
            $
            217,698
            
            $
            399,609Lavon
                Randall, Director
            
            $
            258,000
            
            $
            483,132Jeffrey
                B. Bate, Director*
            
            $
            52,636
            
            $
            52,636


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


Under
        the
        provisions of the Letter of Intent dated April 25, 2008 between the Company
        and
        Three Irons, Inc., E. Morgan Skinner, Jr., Lavon Randall, Jeffrey B. Bate
        and R.
        Michael Bull, all of whom are officers or directors of the Company, or trusts
        in
        which they are trustees, will exchange 13,454,316 shares of the Company’s common
        stock owned by them (having a value of approximately $538,170) for all of
        the
        shares of Legacy Media Corporation, a wholly-owned subsidiary that indirectly
        owns all broadcasting licenses and facilities and has assumed
        substantially all of the liabilities of the Company. The net book deficit
        of Legacy Media Corporation as of December 31, 2007 was approximately
        $3,242,000, including indebtedness owed to the individuals involved. The
        exchange is subject to various conditions, including the receipt of a fairness
        opinion by the Company.





**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)4.2*
            
            Certificate
                of Designations for the Series A Convertible Redeemable Preferred
                Stock as
                filed with the Secretary of State of Nevada10.1
            
            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, 2005 (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)




-
          35
          -




**Exhibit
                No.**
            
            **Description
                of Exhibit**10.8
            
            KITT(FM) 
                100.1 MHz, Broadcast Station Construction Permit (Incorporated by
                reference to Registration Statement No. 333-125907)10.9
            
            KENT(AM)
                1400 kHz - Transmitter & Tower site lease (Incorporated by reference
                to Registration Statement No. 333-125907)10.10
            
            KNFL(AM)
                1470 kHz - Transmitter & Tower site lease (Incorporated by reference
                to Registration Statement No. 333-125907)10.11
            
            KPTO(AM)
                1440 kHz - Transmitter & Tower site lease (Incorporated by reference
                to Registration Statement No. 333-125907)10.12*
            
            Letter
                of Intent dated March 18, 2008, between the Company and GAP Broadcasting
                II, LLC.10.13*
            
            Letter
                of Intent dated April 28, 2008, between the Company and Three Irons,
                LLC21.1*
            
            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)





*As
      Filed
      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, 2007 and December 31,
      2006.





**Year
                Ended December 31,****Description
                of Fees**
            
            **2007**
            
            **2006**Audit
                Fees
            
            $
            26,000
            
            $
            24,494Audit
                Related Fees
            
            
            -
            
            
            -Tax
                Fees
            
            $
            13,500
            
            $
            646All
                Other Fees
            
            
            -
            
            
            -




All
      non-audit fees are approved in advance by the Board of Directors of the
      Company.





-
          36
          -


**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:April
                30, 2008
            By:
            /s/ E.
              Morgan
              Skinner, Jr.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:April
                  30, 2008
              By:
              /s/ E.
                Morgan
                Skinner, Jr.Name:E.
                Morgan Skinner, Jr.Title:Chief
                  Executive Officer
                Director
 Date:April
                    30, 2008
                By:
                /s/ R.
                  Michael BullName:R.
                  Michael BullTitle:Principal
                    Accounting Officer
 Date:April
                      30, 2008
                  By:
                  /s/ E.
                    Morgan
                    Skinner, Jr.Name:E.
                    Morgan Skinner, Jr.Title:Chief Financial
                      Officer
 Date:April
                        30, 2008
                    By:
                    /s/ Lavon
                      RandallName:Lavon
                      RandallTitle:Director
 Date:April
                          30, 2008
                      By:
                      /s/ Jeffrey
                        B. BateName:Jeffrey
                        B. BateTitle:Director
  -
                    37
                    -


**EXHIBIT
      INDEX**





**Exhibit
                No.**
            
            **Description
                of Exhibit**4.2
            
            Certificate
                of Designations for the Series A Convertible Redeemable Preferred
                Stock as
                filed with the Secretary of State of Nevada10.12
            
            Letter
                of Intent dated March 18, 2008, between the Company and GAP Broadcasting
                II, LLC.10.13
            
            Letter
                of Intent dated April 28, 2008, between the Company and Three Irons,
                LLC21.1
            
            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)




-
          38
          -