UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-1




REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


Lightcollar, Inc.

  

Nevada

5900

42-1771342

(State or jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)


Box 973 #264 – 3rd Ave West

Unity, SK, S0K 4L0

Telephone: (306) 228 3262

______________________________

Copies to:


Robert J. Burnett

Parsons/Burnett/Bjordahl/Hume, LLP

505 W. Riverside Avenue, Suite 500

Spokane, WA 99201

(509) 252-5066


Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  [X]


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering          [  ]


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.        [  ]


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[X]









Calculation of Registration Fee

Title of each Class of Securities To be Registered

Amount to be registered

Proposed maximum Offering price per share(1)

Proposed maximum aggregate Offering price

Amount of registration fee

Common

10,000,000

$0.01

$100,000.00

$11.61

(1)

Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 of the Securities Act.

(2)

Offering price has been arbitrarily determined by the Board of Directors.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Neither the Securities Exchange Commission nor any state securities commissions have approved or disapproved of these securities or passed upon the adequacy of the Prospectus.  Any representation to the contrary is a criminal offense.









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Prospectus

LIGHTCOLLAR, INC.

Date of Prospectus:


10,000,000 Shares of Common Stock

$0.01 per share


This is a public offering of 10,000,000 shares of common stock (the “Shares”) of Lightcollar, Inc. (“Lightcollar” or the “Company”).  


Our sole officer and director will offer and sell, on our behalf, up to 10,000,000 shares of our common stock at $.01 per share on a best efforts basis that will not utilize a third party underwriter or broker-dealer (the “Offering”).    Our sole officer and director will not receive any compensation for selling Shares in the Offering.  Our sole officer and director will solicit investments in the Shares from friends, family and those persons with which he has a prior business relationship and that he reasonably believes would have an interest in investing in the Company.  Our sole officer and director will distribute to all interested investors a copy of the Company’s then effective Prospectus.  


Completion of this Offering is not subject to us raising a minimum amount of money.  The Offering is intended to be a self-underwritten public offering, with no minimum purchase requirement.  Shares will be offered on a best efforts basis and we do not intend to use an underwriter for this Offering.  


This Offering will terminate 180 days from the effective date of this Prospectus (the “Termination Date”), unless extended by the Board of Directors for an additional 90 days, although we may close the Offering on any date prior to the Termination Date if the Offering is fully subscribed or upon the vote of the Board of Directors.  


There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if it is developed, may not be sustained.  A market maker is needed to file an application with the Financial Industry Regulatory Authority (“FINRA”) on our behalf so that the shares of our common stock may be quoted on an inter-dealer quotation system such as the Over the Counter Bulletin Board (“OTCBB”), OTC Markets or the Nasdaq OMX.  Commencing upon the effectiveness of our registration statement of which this Prospectus is a part, we will seek out a market maker.  There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require to be completed, submitted or approved (if at all).  


This Offering involves a high degree of risk.  Please see Risk Factors starting on page 4 to read about factors you should consider before buying any of the Shares pursuant to this Offering.


The information in this Prospectus is not complete and may be changed.  The Company may not sell the Shares until the registration statement filed with the Securities and Exchange Commission (the “SEC”) is effective.  This Prospectus is not an offer to sell the Shares nor is it a solicitation of an offer to buy the Shares in any state where the offer or sale is not permitted.

 

Neither the SEC nor any state securities commission has approved or disapproved these securities, or passed upon the sufficiency or accuracy of this Prospectus.  Any representation to the contrary is a criminal offense.  


The Company does not plan to use this offering Prospectus prior to the effective date.




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TABLE OF CONTENTS


Item 3.  Summary Information and Risk Factors

3

Risk Factors

4

Item 4.  Use of Proceeds

10

Item 5.  Determination of Offering Price

12

Item 6.  Dilution

12

Item 7. Selling Security Holders

13

Item 8.  Plan of Distribution

13

Item 9.  Description of Securities to be Registered

13

Item 10.  Interests of Named Experts and Counsel

15

Item 11.  Information With Respect to Registrant

15

Description of Business

15

Description of Properties

17

Legal proceedings

17

Market Price Of, And Dividends On The Registrant’s Common Equity And Related Stockholder Matters

17

Financial Statements

18

Management’s Discussion and Analysis of Financial Condition and Results of Operations

31

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

33

Directors, Executive Officers, Promoters, and Control Persons

33

Executive Compensation

34

Security Ownership of Certain Beneficial Owners and Management

34

Certain Relationships and Related Transactions and Director Independence

35

Item 11A.  Material Changes

35

Item 12.  Incorporation of Certain Information By Reference

35

None

35

Item 12A.  Disclosure of Commission Position of Indemnification For Securities Act Liabilities

35






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Item 3.  Summary Information and Risk Factors


Prospectus Summary

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this Prospectus regarding the Company.  In this Prospectus, unless the context otherwise denotes, references to “we,” “us,” “our,” “Lightcollar” and “Lightcollar, Inc.” are to the Company.


A Cautionary Note on Forward-Looking Statements

This Prospectus contains forward-looking statements, which relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.


While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


General Information about the Company

We were incorporated in the State of Nevada as Lightcollar, Inc. on March 22, 2011.  Our fiscal year end is March 31.  We are a development stage company.  We have minimal assets, no revenues and have incurred losses since inception.  We do not plan to engage in a merger or acquisition with any other company or entity.  We do not have any plans to acquire any other business, nor do we have any intentions of using investor funds or any other Company resources for such purposes.


Lightcollar intends to market and sell an illuminated animal collar pendant to the US and Canadian market primarily via internet web sales.  We will do this by establishing a relationship with an already successful existing product supplier/manufacturer.  Lightcollar does not have any agreements with any suppliers or manufacturers, nor does it have any agreements with customers to purchase any products from the Company.


Although Lightcollar is a new firm, its sole officer and director has experience in many aspects of internet-based business.  The company’s director has experience developing webpages, online shopping-carts, and affiliate website marketing strategies.     


 The company has not identified, or negotiated with, a manufacturer; however, the President is actively searching, and intends to establish working relations with a suitable manufacturer as soon as possible.   


The domain name “lightcollar.com” has been registered by the President.   It is anticipated that the domain name will be transferred to the Company prior to beginning to design the Company’s website but there is currently no agreement to effectuate such transfer.


Contact Information:

Lightcollar, Inc.

Box 973 #264 – 3rd Ave West

Unity, SK, S0K 4L0

Telephone: (306) 228 3262






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The Offering

This Prospectus covers the offering of 10,000,000 shares of Lightcollar common stock.  The Shares will be offered at a fixed price of $0.01 per share.  No officers, directors or significant investors own any of the Shares being offered.  Our sole Officer and Director owns 2,000,000 restricted shares of the Company’s common stock.


This is our initial public offering of our common stock and no public market currently exists for shares of our common stock.  The Shares are being offered on a best efforts basis, with no minimum offering amount or minimum purchase requirement, using the efforts of the Company’s sole director and officer.  Subscriptions received pursuant to this Offering are irrevocable and any funds received will be immediately available for use by the Company.  We can offer no assurance that an active trading market will ever develop for our common stock.

 

Securities Being Offered:

10,000,000 shares of common stock, $.001 par value.

  

  

Fixed Offering Price per Share:

$0.01

  

  

Offering Period:

The Shares are being offered for a period not to exceed 180 days from the effective date of the Prospectus, unless extended by the Board of Directors for an additional 90 days or unless earlier terminated by the Board of Directors.

  

  

Net Proceeds to Our Company:

$100,000.00

  

  

Use of Proceeds:

Business development

  

  

Number of Shares Outstanding Before the Offering:

2,000,000

  

  

Number of Shares Outstanding After the Offering:

12,000,000


Risk Factors

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means.  Prospective investors should carefully consider the following risk factors in addition to the other information contained in this Prospectus, before making an investment decision concerning the common stock.


1.

The Accompanying Financial Statements Have Been Prepared Assuming The Company Will Continue As A Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of its assets and the liquidation of its liabilities in the normal course of business.  However, the Company has generated no revenues, has accumulated a loss since formation and currently lacks the capital to effectively pursue its business plan.  This raises substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.


2.

We May Continue To Lose Money, And If We Do Not Achieve Profitability, We May Not Be Able To Continue Our Business

Since our formation, we have generated no revenues from operations, and have incurred expenses and losses.  In addition, we expect to continue to incur operating losses for the foreseeable future.  As a result, we will need to generate sufficient revenues to achieve profitability, which may not occur.  Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future.  We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash flow, some of which could be significant.  Results of operations will depend upon numerous factors.  Some of these factors, such as market acceptance of our product  and competition, are beyond our control.







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3.

The Company Is Subject To The Risks Inherent In The Creation Of A New Business

The Company is subject to substantially all the risks inherent in the creation of a new business.  The implementation of our business strategy is still in the development stage.  Our business and operations should be considered to be in the development stage and subject to all of the risks inherent in the establishment of a new business venture.  Accordingly, our intended business and operations may not prove to be successful in the near future, if at all.  Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects, and operations and the value of an investment in the Company.


4.

Lightcollar is Considered a Shell Company, And Is Therefore Subject To Certain Restrictions.


The Securities and Exchange Commission ("SEC") adopted Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act which defines a shell company as a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets.  Our balance sheet indicates that we have both nominal operations and nominal assets; therefore, we are defined as a shell company.  These rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation plans.  However, the rules do not prevent us from registering securities pursuant to other available registration statements (including an S-1 registration statement).  Additionally, the rules regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company.  If, in the future, we engage in a transaction which would cause us to cease being a “shell company,” we will, at that time, be required to file a Form 8-K containing the information required pursuant to Regulation S-K and in a registration statement on Form 10, together with required financial information.  In order to assist the SEC in the identification of shell companies, we are also required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company.   Although we currently have no plans to seek a merger or other business combination, to the extent that we are required to comply with additional disclosure requirements because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company.  The SEC adopted a new Rule 144 effective February 15, 2008, which restricts re-sales of restricted securities, pursuant to Rule 144, by shareholders of a shell company.  See discussion under heading "Rule 144" below and the Risk Factor titled “Shareholders Who Hold Unregistered Shares Of Our Common Stock Are Subject To Resale Restrictions Pursuant To Rule 144, Due to Our Status As A ‘Shell Company.’”


5.

We May Be Subject To Government Laws And Regulations Particular To Our Operations With Which We May Be Unable To Comply.  

We may not be able to comply with all current and future government regulations which are applicable to our business.  Our business operations are subject to all government regulations normally incident to conducting business (e.g., occupational safety and health acts, workmen's compensation statutes, unemployment insurance legislation, income tax, and social security laws and regulations, environmental laws and regulations, consumer safety laws and regulations, etc.) as well as to governmental laws and regulations applicable to small public companies and their capital formation efforts.  Although we will make every effort to comply with applicable laws and regulations, we can provide no assurance of our ability to do so, nor can we predict the effect of those regulations on our proposed business activities.  Our failure to comply with material regulatory requirements would likely have an adverse effect on our ability to conduct our business and could result in our cessation of active business operations.


6.

Sale and Export and Import of Products To/From a Foreign Country Has Operational Risks That May Not Be Adequately Covered by Insurance

We can give no assurance that we will be adequately insured against all risks or that any policies we own at the time a loss occurs will adequately cover any losses.  Furthermore, in the future we may not be able to obtain adequate insurance coverage at reasonable rates.  We may also be subject to claims by customers involving disputes or situations that are beyond our control including but not necessarily limited to, manufacturing defects, delivery delays or failures, or unauthorized disclosures of our customers’ personal information by third parties.  There is also, because of our planned business model as an internet based retailer, the possibility of fraudulent claims or other illicit activities involving our transactions.  Any of these potentialities may give rise to a loss to our Company for which we are not insured, or not adequately insured.




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7.

Any Failure To Maintain Adequate Insurance Coverage Could Subject Us To Significant Losses Of Income

We do not currently carry and liability, business interruption or other insurance, and therefore, we have no protection against any general, commercial and/or liability claims or any other losses that may negatively impact our ability to generate revenues in the future.  Any claims against us or uninsured losses by us will likely have a material adverse effect on our financial condition.  There can be no assurance that we will be able to obtain insurance on reasonable terms, or at all, at any time in the future.


8.

Our Ability to Generate Revenues Depends Primarily On Our Ability To Execute Our Business Plan

We have not generated any revenues to date.  Our ability to generate any revenues in the future will primarily depend upon our ability to effectively execute our business plan which in turn depends upon our ability to identify, retain and maintain relationships with one or more manufacturers, suppliers, shippers, financial institutions and other necessary third party product or service providers.  We may not be able to identify and maintain the necessary relationships within our industry.  Our ability to execute our business plan also depends on other factors, including the ability to:

1.

negotiate and maintain contracts and agreements with acceptable terms;

2.

hire and train qualified personnel;

3.

maintain marketing and website hosting/development costs at affordable rates; and,

4.

maintain an affordable labor force.


9.

A Failure To Manage Our Growth Effectively Could Harm Our Business And Offering Results

Financial and management controls, and information systems may be inadequate to support our expansion.  Managing our growth effectively will require us to continue to enhance these systems, procedures and controls, and to hire, train, and retain management and staff.  We may not respond quickly enough to the changing demands that our expansion will impose on our management, employees and existing infrastructure.  Our failure to manage our growth effectively could negatively affect our business and operating results.


10.

The Company’s Ability To Expand Its Operations Will Depend Upon The Company’s Ability To Raise Additional Financing As Well As To Generate Income

Developing our business will  require additional capital in the future.  To meet our capital needs, we expect to rely on our cash flow from operations and, potentially, third-party financing.  Third-party financing may not, however, be available on terms favorable to us, or at all.  Our ability to obtain additional third party funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt or conduct additional offerings of our equity or debt securities.  These factors may make the timing, amount, terms and conditions of additional financings unattractive.  Our inability to raise capital could impede our growth.


11.

Investors May Lose Their Entire Investment If Lightcollar, Inc. Fails To Implement Its Business Plan


The Company expects to face substantial risks, uncertainties, expenses and difficulties because it is a development stage company.  Lightcollar was formed in Nevada on March 22, 2011.  The Company has no demonstrable operations upon which investors can evaluate the Company’s business and prospects.  Lightcollar’s prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development.  The Company cannot guarantee that it will be successful in implementing and carrying out its business plan and accomplishing its objectives.


12. Our Sole Officer And Director Currently Owns 100%  Of The Issued And Outstanding Stock And Will Continue to Control at least 16.66% Of The Company`s Issued And Outstanding Common Stock After This Offering


Presently, the Company’s sole Officer and Director beneficially owns 2,000,000 (100%) shares of the outstanding common stock of the Company.  Because of such ownership, investors in this Offering will initially have limited control over matters requiring approval by Lightcollar shareholders, including the election of directors.    In addition, certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control of the Company.  For example, Nevada law provides that approval of a majority of the stockholders is required to remove a director, which may make it more




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difficult for a third party to gain control of the Company.  This concentration of ownership limits the power to exercise control by the minority shareholders.


13. The Report Of Our Independent Auditors Indicates Uncertainty Concerning Our Ability to Continue As A Going Concern And That May Impair Our Ability To Raise Capital To Fund Our Business Plan

Our independent auditors have raised substantial doubt about our ability to continue as a going concern.  We cannot assure you that this will not impair our ability to raise capital on acceptable terms, if at all.  Additionally, we cannot assure you that we will ever achieve significant revenues and remain a going concern.


14. The Potential Market Is Limited By The Limited Nature Of The Product


Lightcollar is building a business as a marketer and internet-based retailer of a styled illuminated pet-collar pendant.  As such, our target market will be limited.  Please see the “Description of Business” elsewhere in this Prospectus for additional information regarding our intended market.  The limited potential market for our product may have a materially negative effect on our ability to generate sufficient revenues to fully implement our business plan and grow our business.


15. Lack Of Comprehensive And Reliable National Pet-Owner Statistics


According to the 2011-2012 American Pet Products Association (“APPA”) National Pet Owners Survey; 62% of U.S. households own a pet, which equates to 72.9 million homes.  Since 1994 the Total U.S. Pet Industry Expenditures has increased at an average rate of 2.6 billion dollars per year and is estimated to be $50.84 Billion in 2011.  Although our products can be used on a variety of animals other than dogs; 78.2 million of the pets owned in the United States are dogs.  Although statistics could not be found for pet safety/fashion; according to the 2011-2012 APPA National Pet Owners Survey, dog owners spend $186 annually on grooming, treats, and toys, which totals over $14 billion annually.  A lack of comprehensive and reliable statistics regarding pet ownership and such owners’ disposable income in our target market area may have a negative effect on the company’s ability to formulate a reliable marketing plan, make sales and revenue forecasts, and prepare budgets.


16.  Lack Of a Clear Understanding of The Competitive Conditions And Methods of Competition in The Pet Collar Fashion/Safety Market


Due to a lack of reliable data Lightcollar does not, at this time, have a complete understanding of either the competitive conditions or the methods of competition in the pet fashion/safety marketplace.  The lack of data is further complicated by the fact that it is difficult, if not impossible, to draw conclusions by making comparisons between dissimilar products in the marketplace.  If we are unable to garner a better understanding of our intended market such to allow us to implement our business plan and compete successfully in a niche market, it will likely have a materially negative affect on our ability to generate sufficient revenues to stay in business and we may cease to actively operate our business.


17.  Competitors With More Resources May Force Us Out Of Business

Competition in the industry will likely be based primarily on reputation, product quality and price.  Aggressive pricing, better quality products introduced by already existing pet product suppliers and/or the entrance of new competitors into our markets could reduce our revenue and profit margins.  If we are unable to generate enough revenues to stay in business and we may cease to actively operate our business.


18.  The Costs To Meet Our Reporting And Other Requirements As A Public Company Subject To The Exchange Act Of 1934 Will Be Substantial

If we become subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), we will incur ongoing expenses associated with professional fees for accounting, legal and other related expenses for periodic and annual reports, proxy statements and other reporting and disclosure requirements under the Exchange Act.  We estimate that these accounting, legal and other professional costs could be $15,000 or more per year for the next few years, and will be higher if our business volume and activity increases, but lower during the first years of being public because our overall business volume will be lower.





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19.  We May Have Difficulty Attracting And Retaining Management And Outside Independent Members to Our Board Of Directors.

Directors and officers of publicly reporting companies are increasingly concerned with the extent of their personal exposure to lawsuits and shareholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in laws imposing additional duties, obligations and liabilities on management and directors.  Due to these perceived risks, directors and officers are also becoming increasingly concerned with the availability of directors` and officers` liability insurance to pay on a timely basis the costs incurred in defending such claims.  We currently do not carry directors` and officers` liability insurance.  If we are unable to provide sufficient directors` and officers` liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified officers and directors to manage the business and affairs of the Company.


We may lose potential independent board members and management candidates to other companies that have better directors` and officers` liability insurance to insure them from liability, or to companies that have greater revenues or have received greater funding to date, which can offer more lucrative compensation packages.  The fees of directors are also rising in response to their increased duties, obligations and liabilities, as well as increased exposure to such risks.  As a company with a limited operating history and limited resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.


20.  Reliance Upon One Individual as President, Treasurer, Secretary and Sole Director of The Company


Currently one individual serves as the President, Treasurer, Secretary and sole Director of the Company.  In the event this individual becomes unavailable or unable to continue on in this multiple position role, the Company could suffer substantial or irreparable damage and be forced to cease operations.     


21.  You May Not be Able to Sell Your Shares in Lightcollar, Inc. Because There is No Public Market for the Company’s Stock

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if it is developed, may not be sustained.  A market maker is needed to file an application with the Financial Industry Regulatory Authority (“FINRA”) on our behalf so that the shares of our common stock may be quoted on an inter-dealer quotation system such as the Over the Counter Bulletin Board (“OTCBB”), OTC Markets or the Nasdaq OMX.  Commencing upon the effectiveness of our registration statement of which this Prospectus is a part, we will seek out a market maker.  There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require to be completed, submitted or approved (if at all).  If for any reason our common stock is not quoted on an inter-dealer quotation system, a public trading market does not otherwise develop or such a trading market cannot be sustained, or we later become ineligible (after quotation) to continue having our stock quoted on a quotation system, purchasers of the Shares may have difficulty selling their common stock should they desire to do so.  No market makers have committed to becoming market makers for our common stock at this time and none may do so.


22.  Even if a Public Market Develops for the Common Stock of Lightcollar, Inc. the Market Price Could Fluctuate Significantly


If Lightcollar stock ever becomes available to be traded, of which the Company cannot guarantee, the trading price of Lightcollar common stock could be subject to wide fluctuations in response to various events or factors, many of which are or will be beyond the Company’s control.  In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of the Company stock.


23.  All Of Lightcollar, Inc. Currently Issued And Outstanding Common Shares Are Restricted Under Rule 144 Of The Securities Act, As Amended.  


All of the presently outstanding shares of common stock, consisting of 2,000,000 shares of common stock, are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an




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effective registration statement or an exemption from registration, if available.  Rule 144, as amended, generally provides that a person, holding restricted securities of an issuer, who has satisfied the applicable holding period for such restricted securities may sell their restricted securities, without being considered an underwriter, in a brokers transaction (or directly to a market maker); Affiliates of a company (generally consisting of officers, directors or other persons exercising direction or indirect control of a company) may sell, pursuant to Rule 144, within any three month period an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale, provided the company is current in its reporting obligations under the Exchange Act and subject to certain manner of resale provisions.  The Company currently has one shareholder who in total owns 2,000,000 restricted shares or 100% of the issued and outstanding common stock.  When these shares become eligible for resale pursuant to Rule 144, the sale of these shares by this individual, whether pursuant to Rule 144 (or otherwise), may have an immediate negative effect upon the price of the Company’s common stock in any market that might develop.


24.  Shareholders Who Hold Unregistered Shares Of Our Common Stock Are Subject To Additional Resale Restrictions Due To Our Status As A “Shell Company.”


Pursuant to Rule 405 of the Securities Act, a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  We are considered a “shell company” pursuant to Rule 405.  Under Rule 144(i) “restricted securities” (as that term is defined in Rule 144(a)(3) of an issuer may not be resold in reliance upon Rule 144 if those securities were issued by an issuer which was a “shell company,” unless; 1) the issuer has ceased being a “shell company”; 2) the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; 3) the issuer has filed, for the preceding 12 months, all reports and other materials required to be filed pursuant to Section 13 or 15(d) of the Exchange Act; and 4) the issuer has filed current “Form 10” information with the SEC and at least one year has elapsed since the initial filing of the Form 10 information.  


The Company has not issued any restricted securities other than those securities issued to our sole shareholder, officer and director (See “Management’s Discussion and Analysis, Security Ownership of Certain Beneficial Owners and Management”).  Those securities are subject to the restrictions on resale set forth in Rule 144(i).  The Company does not currently have any plans to issue any restricted securities in the future or to register any securities pursuant to Form S-8 (See Risk Factor: “Lightcollar is Considered a Shell Company, And Is Therefore Subject To Certain Restrictions”).  However if, in the future, the Company decides to issue restricted securities then those securities will be subject to the additional resale limitations set forth in Rule 144(i).  Furthermore, if the Company, in the future, desires to register shares pursuant to Form S-8 (for the purposes of compensating its officers, directors, employees or consultants) it will be restricted from doing so until the Company has ceased to be a “shell company” for at least one year.   As a result, it may be harder for us to fund our operations and pay our consultants through the issuance of our securities instead of cash.  Furthermore, it will be more difficult for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future.  Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless.


25.  If We Fail To Remain Current On Our Reporting Requirements It Will Limit The Ability Of Stockholders To Sell Their Securities In The Secondary Market

Companies trading on inter-dealer quotation systems must be reporting issuers under Section 12 or 15(d) of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on such systems.  If we obtain the ability to have our stock quoted on an inter-dealer quotation system such as the OTCBB, OTC Markets or Nasdaq OMX , and we fail to remain current on our reporting requirements, our stock may no longer be quoted on such quotation system.  As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.







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26.  Our Common Stock May Be Considered a “Penny Stock” And Be Subject To The “Penny Stock” Rules Of The Securities Exchange Commission

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.


27.  Shares Eligible For Future Sale By Our Current Stockholder May Adversely Affect Our Stock Price

Our common stock has not been approved for quotation on any inter-dealer quotation system or trading on any exchange or other trading platform and there is no public market for the shares of our common stock; therefore there has been no trading volume in our common stock.  


This is our initial registration, and there is currently no established public trading market for our securities, and an active trading market in our securities may not develop or, if developed, may not be sustained.  Upon the effectiveness of our S-1 registration statement, of which this Prospectus is a part, a market maker is needed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on an inter-dealer quotation system.  There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require to be completed and filed.  If for any reason our common stock is not quoted on an inter-dealer quotation system and/or a public trading market does not otherwise develop or cannot be sustained, purchasers of the shares may have difficulty selling their common stock should they desire to do so.  No market makers have committed to becoming market makers for our common stock and none may do so.  


In the future, if our common stock becomes eligible for quotation on an inter-dealer quotation system, as we intend but cannot guarantee, any sales of substantial amounts of common stock under SEC Rule 144, or otherwise, could adversely affect the then prevailing market price, if any, of our common stock and could impair our ability to raise capital at that time through any private offering or publicly registered sale of our securities.  As long as these conditions continue, the sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices, if any, prevailing immediately before such shares are offered.  


28.  We Are Unlikely To Pay Dividends

To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable.  Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders.  Prospective investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment.  There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase.  If prospective investors purchase Shares pursuant to this Offering, they must be prepared to be unable to liquidate their investment and/or lose their entire investment.

Since we are not in a financial position to pay dividends on our common stock, and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price.  The potential or likelihood of an increase in share price is questionable at best.

Item 4.  Use of Proceeds

The following table details the Company’s intended use of proceeds from this Offering, for the first twelve (12) months after successful completion of the Offering.  The Company intends to prioritize it’s spending accordingly: Legal, Audit/Accounting, Product, then Promotional.  Since the Company does not intend to pay any Offering expenses from the




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proceeds from this Offering, and assuming that 100% of the Offering is sold, the gross aggregate proceeds will be allocated as follows:

Expenditure Item**

Allocated Proceeds

Product

$35,000

Marketing & Promotional Expenses

20,000

Legal Fees

15,000

Audit Fees

10,000

Other Fees (Accounting, transfer agent, etc.)

10,000

Website design, development, hosting & maintenance

5,000

Administrative

5,000

Total

$100,000


There is no minimum amount we are required to raise in this offering and any funds received will be immediately available to us.


**The above expenditures are defined as follows:

Product: Monies paid to manufacturers to build, assemble, and supply our illuminated pendant.  These fees do not include fees associated with this Offering.

Marketing & Promotional Expenses:  Costs of developing marketing and promotional materials.  This includes some contracted design services, printing, advertising print copy and mail and distribution costs.  These fees do not include fees associated with this Offering.

Legal Fees:  Fees paid to our attorneys for preparation and filing of SEC documents, and other state and federal documents, as well as preparation of contracts and agreements, and consultation on business matters relating to operation of the business.  These legal fees do not include fees associated with this Offering.

Audit Fees: Fees paid to our independent auditor to audit and review our financial statements in relation to SEC reporting requirements once we are required to do so.  These fees do not include fees associated with this Offering.

Other Fees:  Fees paid to our accountants for ongoing financial statement preparation.  Fees paid to the transfer agent for issuing corporate stock and facilitating subsequent stock transactions and oversight, and any other fees that may be paid for ongoing corporate services.  These fees do not include fees associated with this Offering.

Website design, development, hosting and maintenance:  Monies paid to independent contractors to build, host and maintain the Company website.  These fees do not include fees associated with this Offering.

Administrative:  Any monies paid for communications, postage and shipping, office supplies and other miscellaneous items that are administrative in nature.  These fees do not include fees associated with this Offering.

There is no assurance that we will be able to raise the entire amount of this Offering.  The following chart details how we will use the proceeds if we raise only 75% of this Offering:

Expenditure Item**

75%

Product

$25,000

Legal Fees

15,000

Audit Fees

10,000

Marketing & Promotional Expenses

12,500

Website Design

5,000

Other Fees (Accounting, transfer agent, etc.)

5,000

Administrative

2,500

Total

$75,000


If only 75% of this Offering is sold, the Company will have to reduce its development plans slightly.  Its legal and auditing requirements will be met at the same level as would be done if 100% of the stock Offering were sold.  We will have less money for product inventory and reduced marketing dollars.





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There is no assurance that we will be able to raise the entire amount of this Offering.  The following chart details how we will use the proceeds if we raise only 50% of this Offering:

Expenditure Item**

50%

Product

$15,000

Legal Fees

10,000

Audit Fees

10,000

Marketing & Promotional Expenses

2,500

Website Design

5,000

Other Fees (Accounting, transfer agent, etc.)

5,000

Administrative

2,500

Total

$50,000


If only 50% of this Offering is sold, the Company will have to strictly curtail its development plans.  It will only utilize its attorney to do what is necessary to meet its SEC, State and Federal reporting and licensing requirements.  Its audit requirements will be met at the same level as would be done if 100% of the stock Offering were sold.  We will look to other less expensive ways of having our financials prepared and we will engage our transfer agents for only the most necessary tasks.  We will look to other more creative ways of financing our website development and operation.  Although there is no written agreement, the President has agreed to pay for any additional expenses as necessary.  Any expenses paid by the President will be on a shareholder’s loan basis.


There is no assurance that we will be able to raise the entire amount of this Offering.  The following chart details how we will use the proceeds if we raise only 25% of this Offering:

Expenditure Item**

25%

Product

$2,500

Legal Fees

9,000

Audit Fees

10,000

Marketing & Promotional Expenses

1,000

Website Design

500

Other Fees (Accounting, transfer agent, etc.)

1,500

Administrative

500

Total

$25,000


If only 25% of this Offering is sold, the Company will have to strictly limit its development plans.  It will only utilize its attorney to do what is necessary to meet its SEC, State and Federal reporting and licensing requirements.  Its audit requirements will be met at the same level as would be done if 100% of the stock Offering were sold.  We will look to other less expensive ways of having our financials prepared and we will engage our transfer agents for only the most necessary tasks.  We will look to other more creative ways of hosting our website, and marketing online.  Although there is no written agreement, the President has agreed to pay for any additional expenses as necessary.  Any expenses paid by the President will be on a shareholder’s loan basis.


No proceeds from this Offering will be paid to the officer and director in the form of commissions, salary, or other compensation.

Item 5.  Determination of Offering Price

The Offering Price of the common stock has been arbitrarily determined and bears no relationship to any objective criteria of value.  The Offering Price does not bear any relationship to the Company’s assets, book value, historical earnings, or net worth.  In determining the Offering Price, management considered such factors as anticipated results of operations, present financial resources and the likelihood of acceptance of this Offering, if any.  Accordingly, the Offering Price should not be considered an indication of the actual value of our securities.

Item 6.  Dilution

We are offering shares of our common stock at a fixed Offering Price of $0.01 per share through this Offering.  Since inception, March 22, 2011, our sole officer and director has purchased shares of our common stock for $0.01 per share.  Following is a table detailing dilution as of March 31, 2011, to investors if 100%, 75%, 50%, or 25% of the Offering is sold.




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100%

75%

50%

25%

Net Tangible Book Value Per Share Prior to Stock Sale

0.0090

0.0090

0.0090

0.0090

Pro Forma Net Tangible Book Value Per Share After Stock Sale

0.0098

0.0098

0.0097

0.0096

Increase in net book value per share due to stock sale

0.0008

0.0008

0.0007

0.0006

Loss (subscription price of $0.01 less NBV per share)

0.0002

0.0002

0.0003

0.0004


Item 7. Selling Security Holders

Our current shareholders are not selling any of the Shares being offered in this Prospectus. 

Item 8.  Plan of Distribution

This is a self-underwritten “best-efforts” Offering.  This Prospectus is part of a registration statement that permits our sole officer and director to sell the Shares being offered by the Company directly to the public with no commission or other remuneration payable to him for any Shares he may sell.  There are no plans or arrangements to enter into any contracts or agreements to sell the Shares through a broker-dealer.  Our sole officer and director will sell the Shares and intends to offer them to friends, family members and business acquaintances.  In offering the securities on our behalf, our sole officer and director will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Act of 1934.  The sole officer and director will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer;


a.

Our sole officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation, and,

b.

Our sole officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities, and

c.

Our sole officer and director is not, nor will be at the time of their participation in the Offering, an associated person of a broker-dealer; and

d.

Our sole officer and director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he  (A) primarily performs, or is intended to primarily perform at the end of the Offering, substantial duties for or on behalf of our Company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or has been an associated person of a broker or dealer, within the preceding twelve months, and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).


Our sole officer and director does not, nor do any affiliates of the same, intend to purchase any Shares in this Offering.


Each investor who elects to purchase common stock through this Offering will be required to sign a subscription agreement.  Each such agreement will require the shareholder to indicate i) his, her or its address; ii) the number of shares and the price per share; iii) that the potential shareholder has been furnished and reviewed a copy of the Prospectus and has had an opportunity to make inquiries from management of Lightcollar; iv) the investor understands the risk of the investment and v) whether the investor has discussed the investment with an investment advisor.

Item 9.  Description of Securities to be Registered

Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, $.001 par value per share.  The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, when and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.








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Non-Cumulative Voting


Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.


Dividend Policy

The Company does not anticipate paying dividends on its common stock at any time in the foreseeable future.  The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business.  Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.


Terms of the Offering

The Shares will be sold at the fixed price of $0.01 per share until the completion of this Offering.  There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable.


This Offering will commence on the date the registration statement is declared effective (which also serves as the date of this Prospectus) and will continue for a period of 180 days, unless we extend the Offering period for an additional 90 days, unless the Offering is completed by or otherwise terminated by us prior to completion (the “Expiration Date”).


This Offering has no minimum amount required, and, as such, we will be able to spend any of the proceeds received by us.


Offering Proceeds

We will be selling all of the 10,000,000 shares of common stock we are offering as a self-under-written Offering.  There is no minimum amount we are required to raise in this Offering and any funds received will be immediately available to us.


Procedures and Requirements for Subscription

To subscribe for the Shares Investors will be required to execute a Subscription Agreement and tender it, together with a check or certified funds, for the subscription amount, to our attorneys, Parsons/Burnett/Bjordahl/Hume, LLP.  Subscriptions, once received by our attorneys, are irrevocable.  All checks or certified funds for subscriptions should be made payable to “Lightcollar, Inc. c/o Parsons/Burnett/Bjordahl/Hume, LLP IOLTA”.


Right to Reject Subscription

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason.  All monies from rejected subscriptions will be returned immediately by us or our attorneys to the subscriber, without interest or deductions.  Subscriptions for Shares will be accepted or rejected within 48 hours after we receive them.


Preferred Stock

The Company currently has 20,000,000 shares of preferred stock, par value $0.001, authorized.  The Board of Directors is authorized to designate shares of preferred stock in such series and with such rights as they deem appropriate.  There are currently no Preferred Shares designated or issued.


Employee Stock Option Plan

At the time of this Offering, the Company has no employee stock option plan or other employee benefit plan nor does it intend to implement any such plans in the foreseeable future.


Transfer Agent

The Company has not engaged a transfer agent as at the time of this filing.




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Item 10.  Interests of Named Experts and Counsel

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or Offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the Offering, a substantial interest, direct or indirect, in the Registrant or any of its parents or subsidiaries.  Nor was any such person connected with the Registrant or any of its parents or subsidiaries as a promoter, manager or principal underwriter, voting trustee, director, officer, or employee.


Parsons/Burnett/Bjordahl/Hume, LLP, of Spokane, Washington, our independent legal counsel, has provided an opinion on the validity of Lightcollar’s common stock.

Legal – Robert J. Burnett

Parsons/Burnett/Bjordahl/Hume LLP

505 W. Riverside Avenue, Suite 500
Spokane, WA 99201
(509) 252-5066 (office)
(509) 252-5067 (fax)

The March 31, 2011 financial statements included in this filing have been audited by the independent audit firm of DeCoria, Maichel & Teague, P.S. of Spokane, Washington.

DeCoria, Maichel & Teague, PS

7307 N. Division, Suite 222

Spokane, WA 99208

(509) 535-3503 (office)

(509) 535-9391 (fax)

Item 11.  Information With Respect to Registrant

Description of Business

Lightcollar, Inc. is a Nevada corporation formed on March 22, 2011.  The Company intends to develop its business marketing and selling illuminated animal collar pendants for the United States (“U.S.”) and Canadian marketplace.


We are a developmental stage company.  We have never conducted active operations, we have had no revenues and we have minimal assets.  We have never declared bankruptcy, been in receivership, or involved in any legal action or proceedings.  Since incorporating, we have not made any significant purchases or sales of assets, nor have we been involved in any mergers, acquisitions or consolidations.  Lightcollar is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.  Lightcollar nor its sole officer, director, or any affiliates thereof, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition, merger or other business combination.


Lightcollar is building a business as a marketer and retailer of illuminated pet collar pendants.  What we are referring to as a pendant will include a water-proof haul, battery, light source, illuminating lens, switch and latch.


We intend to build a working relationship with an already established computer numerical control (“CNC”) production machining company.  CNC machining is the preferred method for manufacturing small precision devices.  Although we have not identified a U.S. or Canadian manufacturer or supplier of these products, we have identified companies that already produce these products overseas, but to date have not engaged in any discussions with any of these companies regarding a possible business relationship.  The Company’s director is actively working on this project and expects to secure a producer/supplier, develop its website, create promotional materials, and introduce the Lightcollar brand as soon as possible.


At present, Lightcollar does not have an agreement with a manufacturer to supply its product.  However, Lightcollar intends to have the product machined and assembled at the same location: typically products machined and assembled at the same




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location require no final fittings.  The Company intends to enter into formal discussions with a product supplier as soon as possible.


Lightcollar will provide a website with catalogue, specifications and other information to inform potential customers, regarding our product(s).  


Pet fashion/safety products are very much a niche product.  Potential customers are typically individuals with a special preference or interest in the product.  Lightcollar could not find comprehensive and reliable statistics on pet fashion/safety sales and/or the market for such products.


Lightcollar intends to compete in the marketplace based on reputation, product quality, ease of shopping experience and price.  Since we do not have a reputation, we intend to associate ourselves with  a reputable supplier.  By associating with a reputable supplier, Lightcollar will endeavor to provide quality products created by firms with proven records.  In so far as price is concerned, Lightcollar plans to provide a product at a price that is competitive with domestic products.


Competition

Our limited research on the internet did not result in the identification of any companies currently manufacturing and/or supplying an illuminated pendant for pets in North America.  A search of the internet indicates there are such products manufactured and sold in Asia; however, no illuminated pendants companies appear to exist in North America.


According to the 2011-2012 American Pet Products Association (“APPA”) National Pet Owners Survey; 62% of U.S. households own a pet, which equates to 72.9 million homes.  Since 1994 the Total U.S. Pet Industry Expenditures has increased at an average rate of 2.6 billion dollars per year and is estimated to be $50.84 Billion in 2011.  Although our products can be used on a variety of animals other than dogs; 78.2 million of the pets owned in the United States are dogs.  Although statistics could not be found for pet safety/fashion; according to the 2011-2012 APPA National Pet Owners Survey, dog owners spend $186 annually on grooming, treats, and toys, which totals over $14 billion annually.

      

We have not obtained any empirical evidence detailing the competitive market for an illuminated pet pendant, and we cannot determine competitive factors with any degree of certainty.  We plan on working with a supplier who already manufactures these and/or similar products.  We do not at this time have any agreements or contracts with a supplier or company that provides such products.


While we do not have empirical evidence to support our contentions, our internet research has led us to believe that competitive conditions are favorable.  We believe Lightcollar can be among the first companies to introduce such products into our target market areas. Although we have discovered that Americans do spend over $14 billion annually on toys, treats, and grooming; there is no guarantee that Lightcollar will be able to compete effectively with an unproven product and no clear and definite understanding of the competitive factors.  An investment in Lightcollar remains extremely risky.


There are no immediate or imminent threats to the supply or prices of related materials due to shortages or other factors that we are aware of at this time.


The Company currently has no employees and has no plans to hire any employees during its first year of operation.  Lightcollar intends to use contracted services to conduct all aspects of its business.


Research and Development

As we build out our organization, we intend to incorporate a business development component that will be responsible for researching opportunities for growth; such as marketing our product abroad and expanding our shipping and distribution to Europe, and other parts of the world.


Reports to Security Holders

We will be filing this Prospectus as part of a Form S-1 registration statement with the SEC and will file reports, including quarterly and annual reports, with the Commission pursuant to Section 12(b) or (g) of the Exchange Act.  These reports and any other materials filed with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at




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1-800-SEC-0330.  The Company files its reports electronically with the SEC.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The address of that site is http://www.sec.gov.

Description of Properties

We do not own or lease any real property.  Our personal property is limited to cash and our business plan.  Our President has registered the domain name “lightcollar.com” and intends to transfer ownership of the domain name to the Company prior to the development of the website.  However, no agreement for the transfer of the domain name currently exists.  For the first year we will conduct our administrative affairs from our President’s office, at no cost to the Company.  Within the first year, the Company will be making decisions on service provisions with regards to computer resources and customer service.  These decisions will lead us in our future determination of space and facility requirements.

Legal proceedings

We are not a party to any pending legal proceedings.

Market Price Of, And Dividends On The Registrant’s Common Equity And Related Stockholder Matters

There is presently no public market for our common stock.  We anticipate applying for quotation of our common stock on an inter-dealer quotation system (such as the OTCBB, OTC Markets or Nasdaq OMX) upon the effectiveness of the registration statement of which this Prospectus forms a part.  However, we can provide Investors with no assurance that our common stock will be quoted on any quotation platform, or if quoted, that a public market will develop or sustain itself if one does develop.

Holders of Our Common Stock

As of the date of this Prospectus, we have one (1) shareholder, who is also the sole officer and director of Lightcollar.


Registration Rights

We have no outstanding shares of common stock or any other securities to which we have granted registration rights.


Dividends

The Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future.  The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business.  Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.


Rule 144 Shares

All 2,000,000 of the presently issued and outstanding shares of our common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available.  Rule 144, as amended, is an exemption that generally provides that a person, holding restricted securities of an issuer, who has satisfied the applicable a one year holding period for such restricted securities may sell their restricted securities, without being considered an underwriter, in a brokers transaction (or directly to a market maker); Affiliates of a company (generally consisting of officers, directors or other persons exercising direction or indirect control of a company) may sell, pursuant to Rule 144, within any three month period an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale, provided the Company is current in its reporting obligations under the Exchange Act and subject to certain manner of resale provisions. The Company currently has one shareholder; our sole officer and director, who owns 2,000,000 restricted shares, or 100% of the outstanding common stock.  When these shares become available for resale, the sale of these shares by this individual, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of the Company’s common stock in any market that might develop.


Rule 144 is not available for either a reporting or non-reporting shell company unless the company: (1) has ceased to be a shell company; (2) is subject to the Exchange Act reporting obligations; (3) has filed all required Exchange Act reports




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.


during the preceding twelve months; and (4) at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.  

At the present time, we are classified as a “shell company” under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.  As such, all restricted securities presently held by the founder of our Company may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a “shell company”; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company.  See also the Risk Factor entitled “Shareholders Who Hold Unregistered Shares Of Our Common Stock Are Subject To Additional Resale Restrictions Due To Our Status As A “Shell Company.”.

Financial Statements

The following financial statements are included herewith:


Audited financial statements for the period from inception to March 31, 2011






Page 18 of 35




.














LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

AUDITED FINANCIAL STATEMENTS


FROM MARCH 22, 2011 (INCEPTION) TO MARCH 31, 2011

































Page 19 of 35







LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

INDEX TO AUDITED FINANCIAL STATEMENTS


FROM MARCH 22, 2011 (INCEPTION) TO MARCH 31, 2011

          Page(s)


     Report of Independent Registered Public Accounting Firm                                   21


     Balance Sheet as of March 31, 2011  

           

  22

         


    Statement of Operations and Comprehensive Loss from

        March 22, 2011 (Inception) to March 31, 2011

      23

                

    Statement of Changes in Stockholders’ Equity from March 22, 2011

       (Inception) to March 31, 2011

     24


    Statement of Cash Flows from March 22, 2011 (Inception)  

 

  to March 31, 2011

      25

         

         

    Notes to Financial Statements

     26-30

   
































Page 20 of 51







[lightcollars16311final001.jpg]



Page 21 of 51






LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

 MARCH 31, 2011



ASSETS

 

 

 

 

Current Assets

 

 

 

 

 

 

 

  Cash

 

 

 $        17,988

 

 

 

 

    Total Current Assets

 

 

           17,988

 

 

 

 

TOTAL ASSETS

 

 

 $        17,988

 

 

 

   

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current Liabilities

 

 

 $                -   

 

 

 

 

      Total Current Liabilities

 

 

                   -   

 

 

 

 

      Total Liabilities

 

 

                   -   

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

   Preferred stock, par value $0.001, 20,000,000 shares authorized, none

 

 

 

     issued and outstanding

 

 

                   -   

  Common stock, par value $0.001, 100,000,000 shares authorized and

 

 

 

   2,000,000 shares outstanding

 

 

             2,000

  Additional paid-in capital

 

 

           18,000

  Deficit accumulated during the development stage

 

 

            (2,012)

 

 

 

 

      Total Stockholders' Equity

 

 

           17,988

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 $        17,988




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



22 of 35






LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS FROM MARCH 22, 2011 (INCEPTION)

TO MARCH 31, 2011  






INCOME

 

 $                           -   

 

 

 

 

OPERATING EXPENSES

 

 

 

     Organizational expenses

 

2,012

 

       Total Operating Expenses

 

                       2,012

 

 

 

 

NET LOSS

 

 $                   (2,012)

 

 

 

 

NET LOSS - BASIC AND DILUTED

 

 $                        Nil

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON

 

 

    SHARES OUTSTANDING

 

                2,000,000



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



23 of 35






LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FROM MARCH 22, 2011 (INCEPTION) TO MARCH 31, 2011




 

 

 

 

 

 

 

 

Deficit Accumulated

 

 

 

         Common Stock

 

Additional

 

 

During Development

 

Stockholders'

 

Shares

 

Amount

 

Paid-in Capital

 

 

Stage

 

Equity

March 25, 2011 sale of 2,000,000

 

 

 

 

 

 

 

 

 

 

  shares at $.01 per share

2,000,000

 

 $       2,000

 

 $                    18,000

 

 

 $                             -

 

 $                    20,000

March 25 through March 31, 2011 loss

              -   

 

               -   

 

                              -   

 

 

                       (2,012)

 

                       (2,012)

   Balance, March 31, 2011

 2,000,000

 

 $       2,000

 

 $                    18,000

 

 

 $                    (2,012)

 

 $                    17,988



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



24 of 35






LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FROM MARCH 22, 2011 (INCEPTION) TO MARCH 31, 2011




CASH FLOWS FROM OPERATING ACTIVITIES

 

 

     Net loss

 

 $                   (2,012)

 

 

 

  Changes in operating assets and liabilities

 

                               -

 

 

 

     Net cash used in operating activities

 

                      (2,012)

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

                               -

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

     Sale of stock

 

                     20,000

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

                     17,988

 

 

 

CASH AND CASH EQUIVALENTS -

 

 

    BEGINNING OF PERIOD

 

                               -

 

 

 

CASH AND CASH EQUIVALENTS -

 

 

  END OF PERIOD

 

 $                  17,988




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



25 of 35






LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011


NOTE 1-

ORGANIZATION AND BASIS OF PRESENTATION


Lightcollar, Inc. (the Company) was incorporated on March 22, 2011 under the laws of the State of Nevada.  The business purpose of the Company is to resell an illuminated pet collar pendant through the Company’s website, lightcollar.com.  The website will be a promotional center for the product. The Company has selected March 31 as its fiscal year end.


NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Development Stage Company


The Company is considered to be in the development stage as defined in ASC 915-10-05, “Development Stage Entity.”   The Company is devoting substantially all of its efforts to the execution of its business plan.


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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.


Cash and Cash Equivalents


Cash and cash equivalents consists principally of demand deposits at commercial banks.  The Company had $17,988 cash and cash equivalents as of March 31, 2011.


Start-up Costs


In accordance with ASC 720-15-20, “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.


Common Stock Issued For Other Than Cash


Services purchased and other transactions settled in the Company's common stock are recorded at the estimated fair value of the stock issued if that value is more readily determinable than the fair value of the consideration received.









26 of 35






LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011


NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)


Net Income or Loss Per Share of Common Stock


The following table sets forth the computation of basic and diluted loss per share:



 

 

 

FROM MARCH 22, 2011 (INCEPTION)

 

 

 

             TO MARCH 31, 2011

 

 

 

 

Net loss

 

 $                                                     (2,012)

 

 

 

 

Weighted average common

   shares outstanding (Basic)

                                                  2,000,000

 

 

 

 

 

Options

 

                                                                -   

 

Warrants

 

                                                                -   

 

 

 

 

Weighted average common

  shares outstanding (Diluted)

                                                  2,000,000

Net loss per share

 

   (Basic and diluted)

 $                                                   Nil



As of March 31, 2011 the Company had 2,000,000 common shares outstanding.  The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.


Recently Enacted Accounting Standards


In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  Existing GAAP was not intended to be changed as a result of the Codification and, accordingly, the change did not impact our financial statements.  The ASC does change the way the guidance is organized and presented.


Accounting Standards Update (”ASU”) ASU No. 2009-05 (ASC Topic 820, which amends “Fair Value Measurements and Disclosures – Overall,” ASU No. 2009-13 (ASC Topic 605), “Multiple-Deliverable Revenue Arrangements,” ASU No. 2009-14 (ASC Topic 985), “Certain Revenue Arrangements that include Software Elements,” and various other ASU’s, No. 2009-2 through ASU No.






27 of 35






LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011


NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)


Recently Enacted Accounting Standards (Continued)


2011-02, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities, were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.


Fair Value Measures


Accounting principles requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


·

Level 1: applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


·

Level 2: applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


·

Level 3: applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


Our financial instruments consist principally of cash. The table below sets forth our assets and liabilities measured at fair value, on a recurring basis and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category.


 

Balance March 31, 2011

Input

Hierarchy level

  Cash and cash equivalents

$            17,988

Level 1







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LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011


NOTE 3-

PROVISION FOR INCOME TAXES


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods  and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards generated during the period from March 22, 2011 (date of inception) through March 31, 2011 of $2,012 will begin to expire in 2031.  Accordingly, using an effective rate of 35%, deferred tax assets of approximately $704 were offset by the valuation allowance.

  

The Company has no tax positions at March 31, 2011 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.


The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense.  During the period from March 22, 2011 (inception) to March 31, 2011 the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at March 31, 2011.  


NOTE 4 -

STOCKHOLDERS’ EQUITY


Preferred Stock


As of March 31, 2011 the Company has 20,000,000 shares of preferred stock authorized with a par value of $0.001 per share.  No preferred shares are issued and outstanding.


Common Stock


As of March 31, 2011 the Company has 100,000,000 shares of common stock authorized with a par value of $0.001 per share. As of March 31, 2011, 2,000,000 shares have been sold.


On March 25, 2011 the Company authorized the sale of 2,000,000 shares of its common stock to its founding President for $.01 per share for $20,000  cash to provide initial working capital.  


The $20,000 sale of stock, less $2,012 loss, equals stockholders’ equity of $17,988 as of March 31, 2011.




29 of 35






LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011


NOTE 5 -

COMMON STOCK OFFERING


The Company has authorized a common stock offering of a maximum of 10,000,000 unregistered shares at a price of $0.01 per share for gross proceeds of $100,000.  Proceeds of the offering will be used for administrative expenses and execution of the Company’s business plan.


NOTE 6 -

FOREIGN CURRENCY TRANSLATION


Since the Company may operate in Canada there is potential for transactions denominated in Canadian dollars, although none occurred as of March 31, 2011.  Assets and liabilities denominated in Canadian dollars are revalued to the United States dollar equivalent as of the reporting date.  The effect of change in exchange rates from the transaction dates to the reporting date, for assets and liabilities, is reported as a non-operating Foreign Currency Gain or Loss.


NOTE 7 -

GOING CONCERN


The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has incurred an operating deficit since its inception, is in the development stage and has generated no operating revenue. These items raise substantial doubt about the Company’s ability to continue as a going concern.


In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing and the success of future operations.  These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.



NOTE 8 -

SUBSEQUENT EVENTS


The Company has evaluated events from March 31, 2011 through the date the financial statements were issued.  There are no subsequent events required to be disclosed.












30 of 35






Management’s Discussion and Analysis of Financial Condition and Results of Operations

THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES ELSEWHERE IN THIS PROSPECTUS.  THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS, AND INTENTIONS.  OUR ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS," "DESCRIPTION OF BUSINESS," AND ELSEWHERE IN THIS PROSPECTUS.


Revenue and Cost Recognition

We recognize revenue at the time the product is provided and paid for by the customer.  We follow Accounting Standards Codification (“ASC”) 605, “Revenue Recognition”  Issue ASC 605 requires that all amounts billed to customers related to shipping and handling should be classified as revenues.  Our service costs include amounts for shipping and handling, therefore, we charge our customers shipping and handling fees at the time the products are shipped or when services are performed. The cost of shipping services to the customer is recognized at the time the services are shipped to the customer and our policy is to classify them as shipping expenses.  The cost of shipping services to the customer is classified as a shipping expense.


In addition to the above, ASC 605 address certain criteria for revenue recognition.  ASC 605 outlines the criteria that must be met to recognize revenue and provides guidance for disclosures related to revenue recognition policies.  Our revenue recognition policies comply with the guidance contained in ASC 605.


Operating and General & Administrative Expenses


Income Taxes

At March 31, 2011, the Company had no income.  We have not generated income since inception.


Capital and Liquidity

We have cash assets at March 31, 2011, of $17,988.  We have only common stock as our capital resource.  We will be reliant upon proceeds raised from the Offering being registered pursuant to an S-1 registration statement of which this Prospectus forms a part, other (private or public) placements of equity or debt securities, third party loans and/or future revenues from operations. We currently have no plans to conduct additional offerings of equity or debt securities nor have we secured any sources of loans.

 

Long-Term Debt

At March 31, 2011, the Company had no long-term debt.  We may borrow money in the future to finance our future operations.  Any such borrowing will increase the risk of loss to the investor in the event we are unsuccessful in repaying such loans.


We may issue additional shares of our capital stock to finance our future operations, although the Company does not currently have any plans to conduct any further offerings of equity or debt securities.  Any such issuance will reduce the control of previous investors and may result in substantial additional dilution to investors purchasing shares from this Offering.


Plan of Operation

During the first stages of our growth, our sole officer and director will provide all the labor required to execute our business plan, and since we intend to operate with very limited administrative support, he will continue to be responsible for the majority of labor required for at least the first year of operations.  

We are a development stage enterprise with limited operations.  We have had no revenues since inception, and have limited financial backing and assets.  



31 of 35






Our plan of operation is to market and sell, as an online retailer, an illuminated pet collar pendant in the U.S. and Canadian market.


Lightcollar is actively seeking a working relationship with a manufacturer and/or supplier.  At present, the Company does not have a formal agreement with a manufacturer or supplier.  The Company’s President has many business contacts, including friends, family, and others he has worked with throughout his life.  He intends to use these contacts to help build his own network and establish the Lightcollar brand. The Company will enter into formal discussions with a manufacturer and begin building its website as soon as an appropriate manufacturer or supplier becomes available.


The President has registered the domain name “lightcollar.com”.  The domain name is intended to be transferred to the Company before work starts on the website.  We intend to develop a website with a catalogue, specifications and other information to fully inform potential customers of the benefits and particulars of the product.  Further development of the type, style and content of promotional materials will be undertaken after the initial roll out of our website.  After undertaking the development of our promotional materials the Company will further formulate its marketing plan by, in part, identifying potential trade shows to attend and promotional materials to display at such trade shows.  For the foreseeable future our President will undertake all marketing efforts on behalf of the Company.


Initially we intend to market our product(s) throughout the U.S. and Canada and conduct sales primarily via the internet.  We also intend to expand our revenues by selling to other retailers, taking orders at trade shows and generating interest through word of mouth.  We intend to grow the business throughout Canada and the United States as demand warrants.  We have no plans to expand the region of operation until such time as we have developed the North American business and built a strong and effective organization.  We do not intend to market our business outside of the U.S. and Canada during our first year of operations.  As we build out our organization, we intend to incorporate a business development component that will be responsible for researching opportunities for growth; such as, marketing our product abroad and expanding our shipping and distribution to Europe, and other parts of the world.


Lightcollar intends to earn operating revenues through the sale of illuminated pet collar pendants.  There is no guarantee or assurance that Lightcollar will earn any operating revenues at any time after the date of the current financial statements.  Without sales and operating revenues, Lightcollar will not be able to produce sufficient cash to support its plan of operations during the 12 month period after the date of the financial statements.  In the event that sales do not provide the required cash the Company needs to operate its business, the Company will need to seek additional funds through the offering of its equity or debt securities, third party loans or through other financing methods.  The Company has not identified any source of other financing and there is no guarantee the Company will be able to secure any additional financing or secure any such available financing on acceptable terms.  


The business we are developing does not have significant, apparent environmental drawbacks within our targeted market.  Similar to a wristwatch, the units will include batteries.  When the battery becomes no longer usable the customer will exchange the watch-type battery for a new one at their local battery retailer.  We will be purchasing and retailing products that will have already undergone all the milling, manufacturing and assembly.  To our knowledge we do not require any special government licensing, nor do we fall within an industry or service sector with particular or onerous reporting or compliance standards or regulations.


So far as government licensing and permits required by the countries into which we are intending to sell and export our products, we intend to make it a term of the sale that our customers are responsible for all local licensing, permits, inspections and other government fees, levies or costs.  With the exception of sales tax and income tax, all purchase and sales agreements will be structured to ensure Lightcollar is not liable for any costs associated with licensing, compliance, permits, inspections or other government fees or costs.


The Company has no plans to hire employees during the first year of operations.  The President has a functional home office where he has all the necessary space and equipment to conduct Lightcollar business for at least the first year of operations.  He plans to continue to supply the necessary office space and facilities to the Company for at least the first year of their operation at no cost to the Company.  The President also has access to, and experience with the necessary professional and clerical resources that the Company can engage any time on a fee for service or contractual basis.




32 of 35






The Company requires the funds it intends to raise by this Offering in order to carry out its plan of operation.  The plan of operation will not move forward until such time as the S-1 registration statement, of which this Prospectus forms a part, becomes effective and subsequent funds become available from the sale of the Shares.


Changes In and Disagreements with Accountants on Accounting and Financial Disclosure


None.

Directors, Executive Officers, Promoters, and Control Persons

Set forth below is the name and age of each individual who was a director or executive officer of Lightcollar as of the date of this Prospectus, together with all positions and offices of the Company held by each and the term of office and the period during which each has served:

Name

Age

Position with the Company

Term Of Office

Colin Mills

33

President/Secretary/Treasurer/Director

March 25, 2011 - Present

Biographical Information

Colin Mills, Founder, sole Director, President, Secretary and Treasurer. Age 33.  Term of service commenced March 25, 2011, effective for one year – renewable.  


Mr. Mills has 12years’ experience working with the public in customer service and retail sales rolls.  He has two years of formal education from the University of the Fraser Valley and is an experienced website developer and administrator.  In 2002 and 2003 Mr. Mills worked with Dynasty International Corporation: he created and maintained their website as well as held the positions of Secretary and Treasurer.  He has 15 years’ experience working directly with people in his community and spends much of his time working with computers and learning various software programs.  Through word of mouth commendations, Mr. Mills has found success working as a private computer consultant in varying capacities over the past ten years.   


From 2006 to present Mr. Mills has operated his own Computer consulting business: Capital Management.  In 2010 to present Mr. Mills took on a casual position with the Heartland Health district hospital as a dietary specialist.   


Mr. Mills is able and willing to devote seventy- five percent (75%) of his working day to Lightcollar responsibilities.  He will continue to take the leading role in managing the Company, until the stock has been registered and the Company has retained full time professional management.


Involvement in Certain Legal Proceedings


To our knowledge, during the past ten years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of



33 of 35






any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment was not subsequently reversed, suspended or vacated; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Executive Compensation

The following table sets forth information concerning the total compensation paid or accrued by us from the time the Company was incorporated, March 22, 2011, to the fiscal year ended March 31, 2011, to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended March 31, 2011,  (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended March 31, 2011; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended March 31, 2011, that received annual compensation during the fiscal year ended March 31, 2011.


Summary Compensation Table


Name and Principal Position

 

Year

 

Salary

($)

 

Bonus ($)

 

Stock Awards ($)

 

Option Awards ($)

 

Non-

Equity Incentive

Plan Compensation ($)

 

Change in Pension Value

and

Non-

qualified

Deferred

Compensation

Earnings ($)

 

All

Other

Compensation ($)

 

Total ($)

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

(j)

Colin Mills

Founder, Sole Officer and Director

 

2011

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil


Director Compensation

None of our directors receive any compensation for serving as such, for serving on committees of the Board of Directors or for special assignments.  During the period ended March 31, 2011, there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of the Company's officer, director, and persons who own more than five percent of the Company's common stock as of May 31, 2011.  Under relevant provisions of the Exchange Act, a person is deemed to be a "beneficial owner" of a security if he or she 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 also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership in 60 days.  More than one person may be deemed to be a beneficial owner of the same securities.  The percentage ownership of each stockholder is calculated based on the total number of outstanding shares of our common stock as of May 31, 2011.


Amount and Nature of Beneficial Ownership as of May 31, 2011.




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Name of Beneficial Owner of Common Shares

Address of Beneficial Owner of common Shares

Number of Common

Shares Owned

Percentage of Issued and Outstanding Common Shares

Colin Mills
Director, President, Secretary, Treasurer

Box 973, Unity, SK

2,000,000

100%

Officers and Directors as a whole (1)

 

2,000,000

100%


Certain Relationships and Related Transactions and Director Independence

Other than the issuance of stock to the Company’s sole officer and director, there have been no transactions since inception or any currently proposed transaction in which the Company was or is to be a participant which amount of such transaction exceeded the lesser of $120,000 or 1% of the average of the registrant’s total assets at the year end and in which any related person had or will have a direct or indirect material interest. While our President has contacts with potential suppliers of products, there are no formal or informal agreements which would be deemed related party transactions within the meaning of Item 404(d) of Regulation S-X.

Director Independence

Our Board of Directors has determined that it does not have a member that is “independent” as the term is used in Item 7(d) (3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

Item 11A.  Material Changes

None.

Item 12.  Incorporation of Certain Information by Reference

None.

Item 12A.  Disclosure of Commission Position of Indemnification For Securities Act Liabilities

Our sole director and officer is indemnified as provided by the Nevada Revised Statutes and our bylaws.  We have been advised that in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act of 1933 (the "Act") is against public policy as expressed in the Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.  We will then be governed by the court's decision.




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PART II – INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.  Other Expenses of Issuance and Distribution

The Registrant estimates that expenses in connection with the distribution described in this Registration Statement will be as shown below.  All expenses incurred with respect to the distribution will be paid by the Company.

Accounting fees and expenses

12,000.00

Legal fees and expenses, including registration fee

10,000.00

Total

$   22,000.00


Item 14.  Indemnification of Directors and Officers

No director of the Company will have personal liability to the Company or any of its stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director since provisions have been made in the Articles of Incorporation limiting such liability.  The foregoing provisions shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any transaction from which the director derived an improper personal benefit.

The Bylaws provide for indemnification of the directors, officers, and employees of the Company in most cases for any liability suffered by them or arising out of their activities as directors, officers, and employees of the Company if they were not engaged in willful misfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification will apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.  The Bylaws, therefore, limit the liability of directors to the maximum extent permitted by Nevada law (Section 78.751).

The officers and directors of the Company are accountable to the Company as fiduciaries, which mean they are required to exercise good faith and fairness in all dealings affecting the Company.  In the event that a stockholder believes the officers and/or directors have violated their fiduciary duties to the Company, the stockholder may, subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce the stockholder's rights, including rights under certain federal and state securities laws and regulations to recover damages from and require an accounting by management.  Stockholders, who have suffered losses in connection with the purchase or sale of their interest in the Company in connection with such sale or purchase, including the misapplication by any such officer or director of the proceeds from the sale of these securities, may be able to recover such losses from the Company.


Item 15.  Recent Sales of Unregistered Securities

On March 25, 2011, the Company accepted a subscription agreement for 2,000,000 shares at $0.001 per share from its sole officer and director, Colin Mills.  Funds under the subscription have been used for legal, accounting and start-up expenses.  This sale was exempt from registration under Section 4(2) of the Securities Exchange Act.  These shares were issued to our sole officer and director in consideration for the payment of start-up expenses, and bear a restrictive legend.








Item 16.  Exhibits And Financial Schedules

Exhibits

The following documents are attached hereto as exhibits:


Exhibit No.

Document

Location

3.1

Articles of Incorporation

Attached

3.2

Bylaws

Attached

4.1

Stock Certificate of Lightcollar (Specimen)

*

5.1

Legal Opinion

Attached

10.1

Informal Agreement with Officer

Attached

23.1

Consent of Independent Accountant

Attached

23.2

Consent of Counsel

Included in Ex. 5.1

99.1

Stock Subscription Agreement (Sample)

Attached


*A Specimen Stock Certificate will be filed as an exhibit to a future amendment, upon retention of a transfer agent.

 

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a) (3) of the Securities Act;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.








(4) For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


i.

Any preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (Sec. 230-424);


ii.

Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the registrant;


iii.

The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and


iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


v.

This prospectus shall be deemed to be part of and included in this Registration Statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.


 (5)  That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.








SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Unity, Province of Saskatchewan on June 3, 2011.


LIGHTCOLLAR, INC.

 

 

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Colin Mills, President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Principal Accounting Officer

 


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the dates indicated.


 

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Colin Mills, President, Secretary, Treasurer, Director, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer







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LIGHTCOLLAR, INC.

ADDITIONAL ARTICLES


Section 1.   Capital Stock.

The aggregate number of shares that the Corporation will have authority to issue is One Hundred Million (120,000,000) of which one hundred million (100,000,000) shares will be common stock, with a par value of $.001 per share, and twenty million (20,000,000)  shares will be preferred stock, with a par value of $.001 per share.

The Preferred Stock may be divided into and issued in series. The Board of Directors of the Corporation is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation is authorized, within any limitations prescribed by law and this Article, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock including but not limited to the following:

a.

The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

b.

Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

c.

The amount payable upon shares in the event of voluntary or involuntary liquidation;

d.

Sinking fund or other provisions, if any, for the redemption or purchase of shares;

e.

The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

f.

Voting powers, if any, provided that if any of the Preferred Stock or series thereof shall have voting rights, such Preferred Stock or series shall vote only on a share for share basis with the Common Stock on any matter, including but not limited to the election of directors, for which such Preferred Stock or series has such rights; and,

g.

Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as the Board of Directors of the Corporation may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

The Corporation shall not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of Common Stock or other class of stock junior to the Preferred Stock as to dividends or upon liquidation) in respect of Common Stock, or other class of stock junior the Preferred Stock, nor shall it redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of Preferred Stock for the current period (and in the case of cumulative dividends, if any payable to holder of Preferred Stock for the current period and in the case of cumulative dividends, if any for all past periods)




have been paid, are being paid or have been set aside for payments, in accordance with the terms of the Preferred Stock, as fixed by the Board of Directors.

In the event of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to receive, before any payment or distribution on the Common Stock or any other class of stock junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the terms of such Preferred Stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the sale, lease or exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be a liquidation for the purposes of this Article.

Section 2.   Acquisition of Controlling Interest.

The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.

Section 3.   Combinations with Interest Stockholders.

The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.

Section 4.   Liability.

To the fullest extent permitted by NRS 78, a director or officer of the Corporation will not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for:

a.

acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or

b.

the payment of distributions in violation of NRS 78.300, as amended.

Any amendment or repeal of this Section 4 will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.

Section 5.   Indemnification.

a.

Right to Indemnification.   The Corporation will indemnify to the fullest extent permitted by law any person (the "Indemnitee") made or threatened to be made a party to any threatened, pending or completed by action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including




attorney's fees and disbursements) that he or she incurs in connection with such action or proceeding.

b.

Inurement.   The right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section 5, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives.

c.

Non-exclusivity of Rights.   The rights to indemnification and to the advancement of expenses conferred by this Section 5 are not exclusive of any other rights that an Indemenitee may have or acquire under any statue, bylaw, agreement, vote of stockholders or disinterested directors, the Certificate of Incorporation or otherwise

d.

Other Sources.   The Corporation's obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at the request as a director, officer employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement or expenses from such other entity.

e.

Advancement of Expenses. The Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in connection with defending any proceeding from which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses.

 






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BYLAWS

OF

LIGHTCOLLAR, INC.


SECTION 1


SHAREHOLDERS' AND SHAREHOLDERS' MEETINGS


1.1

Annual Meeting.  The annual meeting of the shareholders of this corporation (the "Corporation") for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at the principal office of the corporation, or at some other place either within or without the State of Nevada as designated by the Board of Directors, on the day and at the time specified in Exhibit A, which is attached hereto and incorporated herein by this reference, or on such other day and time as may be set by the Board of Directors.  If the specified day is a Sunday or a legal holiday, then the meeting will take place on the next business day at the same time or on such other day and time as may be set by the Board of Directors.


1.2

Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called at any time by the President; by all of the Directors provided that there are no more than three, or if more than three, by any three Directors; or by the holder of a majority share of the capital stock of the corporation.  The meetings shall be held at such time and place as the Board of Directors may prescribe, or, if not held upon the request of the Board of Directors, at such time and place as may be established by the President or by the Secretary in the President's absence.  Only business within the purpose or purposes described in the meeting notice may be conducted, unless there is unanimous consent of the shareholders present at the meeting to conduct other business than that described in the meeting notice.


1.3

Notice of Meetings.  Written notice of the place, date and time of the annual shareholders' meeting and written notice of the place, date, time and purpose or purposes of special shareholders' meeting shall be delivered not less than ten (10) or more than sixty (60) days before the date of the meeting, either personally, by facsimile, or by mail, or in any other manner approved by law, by or at the direction of the President or the Secretary, to each shareholder of record entitled to notice of such meeting, Mailed notices shall be deemed to be delivered when deposited in the mail, first-class postage prepaid, correctly addressed to the shareholder's address shown in the Corporation's current record of shareholders.


1.4

Written Consent to Action by Stockholders.  Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to






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authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  In the event the corporation is a reporting company which files periodic and current reports with the Securities and Exchange Commission (the “Commission”), the filing of a Report on Form 8-K with the Commission describing the items approved by the shareholders in the Consent to Action shall constitute “notice” to those shareholders who have not consented to such action in writing.


1.5

Telephone Meetings.  Shareholders may participate in a meeting of shareholders by means of a conference telephone or any similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting.  Participation by such means shall constitute presence in person at a meeting.


1.6

List of Shareholders.  At least fifteen (10) days before any shareholders' meeting, the Secretary of the Corporation or the agent having charge of the stock transfer books of the Corporation shall have compiled a complete list of the shareholders entitled to notice of a shareholders' meeting, arranged in alphabetical order and by voting group, with the address of each shareholder and the number, class, and series, if any, of shares owned by each.


1.7

Quorum and Voting.  The presence in person or by proxy of the holders of a majority of the votes entitled to be cast on a matter at a meeting shall constitute a quorum of shareholders for that matter.  If a quorum exists, action on a matter shall be approved by a voting group if the votes cast within a voting group favoring the action exceed the votes cast within the voting group opposing the action, unless a greater number of affirmative votes is required by the Articles of Incorporation or by law.  Each share shall be entitled to one vote.  If the Articles of Incorporation or Nevada law provide for voting by two or more voting groups on a matter, action on a matter is taken only when voted upon by each of those voting groups counted separately.  Action may be taken by one voting group on a matter even though no action is taken by another voting group.


1.8

Order of Business.  The following order of business shall be observed at all meeting of the shareholders so far as is practicable:


a.

Call the roll;

b.

Reading, correcting, and approving of the minutes of the previous meeting;

c.

Reports of Officers;

d.

Reports of Committees;

e.

Election of Directors;

f.

Unfinished business; and

g.

New business







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LightCollar, Inc. Bylaws



1.9

Adjourned Meetings.   If no quorum exists, the shareholders present in person or by proxy may adjourn to such future time as shall be agreed upon by them, and notice of such adjournment shall be mailed, postage pre-paid to each shareholder of record at least ten (10) days before such date to which the meeting was adjourned. If a shareholders' meeting is adjourned to a different place, date or time, whether for failure to achieve a quorum or otherwise, notice need not be given of the new place, date or time if the new place, date or time is announced at the meeting before adjournment.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in these Bylaws, that determination shall apply to any adjournment thereof, unless Nevada law requires fixing a new record date.  If Nevada law requires that a new record date be set for the adjourned meeting, notice of the adjourned meeting must be given to shareholders as the new record date.  Any business may be transacted at an adjourned meeting that could have been transacted at the meeting as originally called.


1.10

Proxies.  A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by an agent.  No appointment shall be valid after 11 months from the date of its execution unless the appointment form expressly so provides.  An appointment of a proxy is revocable unless the appointment is coupled with an interest.  No revocation shall be effective until written notice thereof has actually been received by the Secretary of the Corporation or any other person authorized to tabulate votes.


SECTION 2


SHARES AND CERTIFICATES OF SHARES


2.1

Share Certificates.  Share certificates shall be issued in consecutive numerical order, and each shareholder shall be entitled to a certificate signed by the President or a Vice President, and attested by the Secretary or an Assistant Secretary.  Share certificates may be sealed with the corporate seal, if any, and the shares shall be entered into the corporate books.  Facsimiles of the signatures and seal may be used as permitted by law.  Every share certificate shall state:


(a)

the name of the Corporation;


(b)

that the Corporation is organized under the laws of the State of Nevada;


(c)

the name of the person to whom the share certificate is issued;


(d)

The number, class and series (if any) of shares that the certificate represents and the dates of issue; and


(e)

if the Corporation is authorized to issue shares of more than one class or series,






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that upon written request and without charge, the Corporation will furnish any shareholder with a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series, and the authority of the Board of Directors to determine variations for future series.


2.2

Consideration for Shares.  Shares of the Corporation may be issued for such consideration as shall be determined by the Board of Directors to be adequate.  The consideration for the issuance of shares may be paid in whole or in part in cash, or in any tangible or intangible property or benefit to the Corporation, including but not limited to promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation.  Establishment by the Board of Directors of the amount of consideration received or to be received for shares of the Corporation shall be deemed to be a determination that the consideration so established is adequate.


2.3

Transfers.  Shares may be transferred by delivery of the certificate, accompanied either by an assignment in writing on the back of the certificate, or by a written power of attorney to sell, assign and transfer the same, signed by the record holder of the certificate.  Except as otherwise specifically provided in these Bylaws, no shares of stock shall be transferred on the books of the Corporation until the outstanding certificate therefore has been surrendered to the Corporation.  Upon surrender to the corporation of the transferred shares, the certificates representing the transferred shares shall be canceled upon the books of the corporation and new share certificates shall be issued to the transferee.  The corporation shall treat the recorded holder of any shares of the holder in fact of such shares and shall not be obligated to recognize any other claims as to the ownership of such shares.


2.4

Loss or Destruction of Certificates.  In the event of the loss or destruction of any certificate, a new certificate may be issued in lieu thereof upon satisfactory proof of such loss or destruction, and upon the giving of security against loss to the Corporation by bond, indemnity or otherwise, to the extent deemed necessary by the Board of Directors, the Secretary, or the Treasurer.


2.5

Fixing Record Date.  The Board of Directors may fix in advance a date as the record date for determining shareholders entitled:  (i) to notice of or to vote at any shareholders' meeting or adjournment thereof;  (ii) to receive payment of any share dividend; or (iii) to receive payment of any distribution.  The Board of Directors may in addition fix record dates with respect to any allotment of rights or conversion or exchange of any securities by their terms, or for any other proper purpose, as determined by the Board of Directors and by law.  The record date shall be not more than seventy (60) days and, in case of a meeting of shareholders, not less than ten (10) days (or such longer period as may be required by Nevada law) prior to the date on which the particular action requiring determination of shareholders is to be taken.  If no record date is fixed for determining the shareholders entitled to notice of or to vote at a meeting of shareholders, the record date shall be the date before the day on which notice of the meeting is mailed.  If no record date is fixed for the determination of shareholders entitled to a distribution






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(other than one involving a purchase, redemption, or other acquisition of the Corporation's own shares), the record date shall be the date on which the Board adopted the resolution declaring the distribution.  If no record date is fixed for determining shareholders entitled to a share dividend, the record date shall be the date on which the Board of Directors authorized the dividend.


SECTION 3

BOARD OF DIRECTORS


3.1

Number, Qualification and Term.  The general business affairs and property of the corporation shall be managed under the direction of a Board of Directors, the number of members of which is set forth in exhibit A.  The Board of Directors may increase or decrease this number by resolution.  All members of the Board of Directors shall be natural persons who are at least eighteen (18) years of age.  Each member of the Board of Directors shall serve for a one year term and may be elected to successive terms.  A decrease in the number of directors shall not shorten the term of an incumbent director.


3.2

Vacancies.  Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, retirement, disqualification, removal, increase in the number of directors, or otherwise, may be filled for the remainder of the term by the Board of Directors, by the shareholders, or, if the directors in office constitute less than a quorum of the Board of Directors, by an affirmative vote of a majority of the remaining directors.  The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.  A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director(s) may not take office until the vacancy occurs.


3.3

Quorum and Voting.  At any meeting of the Board of Directors, the presence in person (including by electronic means such as a telephone conference call) of a majority of the number of directors presently in office shall constitute a quorum for the transaction of business.  Notwithstanding the foregoing, in no case shall a quorum be less than one-third of the authorized number of directors.  If a quorum is present at the time of a vote, the affirmative vote of a majority of the directors present at the time of the vote shall be the act of the Board of Directors and of the Corporation except as may be otherwise specifically provided by the Articles of Incorporation, by these Bylaws, or by law.  Each director shall have one vote. A director who is present at a meeting of the Board of Directors when action is taken is deemed to have assented to the action taken unless:  (a) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or to transacting business at the meeting; (b) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting.  The right of dissent or abstention is not available to a director who votes in favor of the action taken.


3.4

Election. The directors shall be elected by a majority vote of the shares entitled to






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vote at the meeting either in person or by proxy at the shareholder annual meeting or at a special meeting called for that purpose.


3.5

Regular Meetings.  Regular meetings of the Board of Directors shall be held at such place, date and time as shall from time to time be fixed by resolution of the Board.


3.6

Special Meetings.  Special meetings of the Board of Directors may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary or Treasurer, or and two or more directors.


3.7

Notice of Meetings.  Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board of Directors may be held without notice to the shareholders of the date, time, place, or purpose of the meeting.  Any special meeting of the Board of Directors must be preceded by at least two (2) days' written notice to the directors of the date, time, and place of the meeting, but not of its purpose, unless the Articles of Incorporation or these Bylaws require otherwise.  Purpose may be given personally, by facsimile, by mail, or in any other manner allowed by law.  Oral notice shall be sufficient only if a written record of such notice is included in the Corporation's minute book.  Purpose shall be deemed effective at the earliest of:  (a) receipt; (b) delivery to the proper address or telephone number of the director as shown in the Corporation's records; or (c) five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid.  Notice of any meeting of the Board of Directors may be waived by any director at any time, by a signed writing, delivered to the Corporation for inclusion in the minutes, either before or after the meeting.  Attendance or participation by a director at a meeting shall constitute a waiver of any required notice of the meeting unless the director promptly objects to holding the meeting or to the transaction of any business on the grounds that the meeting was not lawfully convened and the director does not thereafter vote for or assent to action taken at the meeting.


3.8

Directors' Action Without A Meeting.  The Board of Directors or a committee thereof may take any action without a meeting that it could properly take at a meeting if by executing a resolution setting forth the action signed by all of the directors, or all of the members of the committee, as the case may be, either before or after the action is taken, and if the signed resolution is delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  Such action shall be effective upon the signing of a resolution by the last director to sign, unless the consent specifies a later effective date.


3.9

Committees of the Board of Directors.  The Board of Directors, by resolutions adopted by a majority of the members of the Board of Directors in office, may create from among its members one or more committees and shall appoint the members thereof.  Each such committee must have two or more members, who shall be directors and who shall serve at the pleasure of the Board of Directors.  Each committee of the Board of Directors may exercise the authority of the Board of Directors to the extent provided in its enabling resolution and any pertinent subsequent resolutions adopted in like manner, provided that the authority of each such






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committee shall be subject to applicable law.  Each committee of the Board of Directors shall keep regular minutes of its proceedings and shall report to the Board of Directors when requested to do so.


3.10

Telephone Meetings.  Members of the Board of Directors or of any committee appointed by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting.  Participation by such means shall constitute presence in person at a meeting.


3.11

Removal.  Any director may be removed at any time by a two-thirds shareholder vote at a special meeting called for that purpose.


3.12

Resignation.  Any director may resign at any time by giving written notice of such resignation to the Board, the President or the Secretary of the corporation.  Unless otherwise specified in the notice of resignation, such resignation shall take effect upon receipt thereof by the board or by such officer, and acceptance of the resignation shall not be necessary to make it effective.


SECTION 4


OFFICERS


4.1

Officers Enumerated, Election, Term.  The officers of the Corporation shall consist of such officers and assistant officers as may be designated by resolution of the Board of Directors.  The officers may include a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and any assistant officers, but under no circumstances shall not include a President, Secretary and Treasurer.  Each officer shall serve a one year term and may be elected to successive terms.  The officers shall hold office at the pleasure of the Board of Directors.  All officers shall remain in office after the expiration of their term until a successor is chosen or until their resignation or removal before the expiration of their term.  Unless otherwise restricted by the Board of Directors, the President may appoint any assistant officer, the Secretary may appoint one or more Assistant Secretaries, and the Treasurer may appoint one or more Assistant Treasurers; provided that any such appointments shall be recorded in writing in the corporate records.


4.2

Qualifications.  None of the officers of the Corporation need to be a director.  Any two or more corporate offices may be held by the same person.  All officers must be natural persons who are at least eighteen (18) years of age.


4.3

Duties of the Officers.  Unless otherwise prescribed by the Board of Directors, the duties of the officers shall be as follows:







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4.3.1

Chairman of the Board.  The Chairman of the Board, if one is elected, shall preside at meetings of the Board of Directors and of the shareholders, shall be responsible for carrying out the plans and directives of the Board of Directors, shall report to and consult with the Board of Directors, and, if the Board so resolves, shall be the Chief Executive Officer.  The Chairman of the Board shall have such other powers and duties as the Board of Directors may from time to time prescribe.


4.3.2

President.  The President shall exercise the usual executive powers and duties pertaining to the office of President, subject to the Board of Directors, including but not limited to; general control over the day to day management of the corporation; signing and countersigning all certificates, contracts and other instruments of the corporation; and any other powers or duties assigned by the Board of Directors from time to time.  In the absence of a Chairman of the Board, the President shall preside at meetings of the Board of Directors and of the shareholders, perform the other duties of the Chairman of the Board prescribed in this Section, and perform such other duties as the Board of Directors may from time to time designate.


4.3.3

Vice President.  Each Vice President shall perform such duties as the Board of Directors may from time to time designate.  In addition, the Vice President, or if there is more than one, the most senior Vice President available, shall act as President in the absence or disability of the President.


4.3.4

Secretary.  The Secretary shall be responsible for and shall keep, personally or with the assistance of others, records of the proceedings of the directors and shareholders; authenticate records of the Corporation; attest all certificates of stock in the name of the Corporation; keep the corporate seal, if any, and affix the same to certificates of stock and other proper documents; keep a record of the issuance of certificates of stock and the transfers of the same; shall issue notices for all meetings as required by the Bylaws; shall have charge of the corporate books; [shall be responsible that the corporation complies with NRS 78.05 by supplying to the Nevada Registered Agent, or registered office in Nevada if applicable, any and all amendments or changes to the corporations Articles of Incorporation and any and all amendments or changes to the Bylaws of the corporation and a current statement setting out the name of the custodian of the stock ledger or duplicate stock ledger and the present and complete postal address including street and number if any, or such stock ledger or duplicate stock ledger is kept;] and shall make such reports and perform such other duties as are incident to the office, or properly required by the Board of Directors.


4.3.5

Treasurer.  The Treasurer shall have the care and custody of, and be responsible for, all funds and securities of the Corporation and shall cause to be kept regular books of account.  The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the Corporation in such depositories as may be designated by the Board of Directors and disperse funds of the corporation in payment of the just demands against the corporation, or as may be ordered by the Board of Directors, making proper vouchers for such disbursements and






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shall render to the Board of Directors, from time to time as may be required of him, an account of all transactions as treasurer and of the financial condition of the corporation.  In general, the Treasurer shall perform all of the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned by the Board of Directors.


4.3.6

Resident Agent.  The Resident Agent shall be in charge of the corporations registered office in the state of Nevada and shall accept service for process on behalf of the corporation and shall perform all duties of him by statute.


4.3.7

Assistant Officers.  Assistant officers may consist of one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers.  Each assistant officer shall perform those duties assigned to him or her from time to time by the Board of Directors, the President, or the officer who appointed him or her.


4.4

Vacancies.  The Board of Directors shall fill any vacancies in any office arising from any cause at any regular or special meeting.


4.5

Removal.  Any officer or agent may be removed by action of the Board of Directors with or without cause, but any removal shall be without prejudice to the contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself create any contract rights.


4.6

Compensation.  The compensation of all officers of the Corporation shall be fixed by the Board of Directors.


SECTION 5

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS


5.1

Grant of Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of this or another Corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan (a "covered person"), whether the basis of such proceeding is alleged action in an official capacity as a covered person shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, as then in effect, against all expense, liability and loss (including attorneys' fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who ceased to be a covered person and shall inure to the benefit of his or her heirs, executors and administrators.







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5.2

Limitations on Indemnification.   No indemnification shall be provided hereunder to any covered person to the extent that such indemnification would be prohibited by Nevada state law or other applicable law as then in effect, nor, with respect to proceedings seeking to enforce rights to indemnification, shall the Corporation indemnify any covered person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation, nor shall the corporation indemnify any covered person who shall be adjudged in any action, suit or proceeding for which indemnification is sought, to be liable for any negligence or intentional misconduct in the performance of a duty.


5.3

Advancement of Expenses.  The right to indemnification conferred in this section shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, except where the Board of Directors shall have adopted a resolution expressly disapproving such advancement of expenses.


5.4

Right to Enforce Indemnification.  If a written claim to enforce indemnification is not paid in full by the Corporation within 60 days after receipt by the Corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition is not paid within 20 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled.  It shall be a defense to any such action that the claimant has not met the standards of conduct which make it permissible hereunder or under Nevada state law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein or in Nevada state law nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.


5.5

Nonexclusivity.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section shall be valid to the extent consistent with Nevada law.







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5.6

Indemnification of Officers, Employees and Agents.  The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to officers, employees and agents of the Corporation on the same terms and with the same scope and effect as the provisions of this section with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, Nevada state law or on such other terms as the Board may deem proper.


5.7

Insurance and Other Security.  The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by the individual in that capacity or arising from his or her status as an officer, director, agent, or employee, whether or not the Corporation would have the power to indemnify such person against the same liability under Nevada state law.  The Corporation may enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this section.


5.8

Amendment or Modification.  This section may be altered or amended at any time as provided in these Bylaws, but no such amendment shall have the effect of diminishing the rights of any person who is or was an officer or director as to any acts or omissions taken or omitted to be taken prior to the effective date of such amendment.


5.9

Effect of Section.  The rights conferred by this section shall be deemed to be contract rights between the Corporation and each person who is or was a director or officer.  The Corporation expressly intends each such person to rely on the rights conferred hereby in performing his or her respective duties on behalf of the Corporation.



SECTION 6


DIVIDENDS


6.1

The Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.


SECTION 7


WAIVER OF NOTICE


7.1

Waiver of Notice. Unless otherwise provided by law, whenever any notice is






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required to be given at any shareholder or Director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


SECTION 8


AMENDMENT OF BYLAWS


8.1

Any of the Bylaws may be amended in accordance with Section 1.4 or by a majority vote of the shareholders at any annual meeting or at any special meeting called for that purpose.


8.2

The Board of Directors may amend the Bylaws or adopt additional Bylaws, but shall not alter or repeal any Bylaws adopted by the shareholders of the company.




/s/ Colin Mills

SECRETARY







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EXHIBIT A


Section 1.1.

Date and time of annual shareholders' meeting:

June 30, 10:00 AM, or if on a weekend, the first Monday thereafter

Section 2.1.

Number of members of Board of Directors, unless and until changed by resolution of the Board of Directors:  1

Section 6.

Fiscal year: MARCH 31 YEAR END

Section 7.

Corporate seal, if any: NONE




Date Bylaws Adopted:  March 25, 2011



Secretary: /s/ Colin Mills






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PARSONS/BURNETT/BJORDAHL/HUME LLP

_________________________________

ATTORNEYS


Robert J. Burnett

rburnett@pblaw.biz



VIA EDGAR CORRESPONDENCE ONLY


June 7, 2011


Board of Directors

Lightcollar, Inc.

To Whom it May Concern:

In our capacity as counsel for Lightcollar, Inc. (the "Company"), we have participated in the corporate proceedings relative to the issuance by the Company of a maximum of 10,000,000 shares of common stock as set out and described in the Company's Registration Statement on Form S-1 under the Securities Act of 1933 (the "Registration Statement").


We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Company’s Articles of Incorporation, as amended to date, (iii) the Company’s Amended and Restated By-Laws, as amended to date, (iv) certain resolutions of the Company’s board of directors and (v) such other documents as we have deemed necessary or appropriate for purposes of rendering the opinion set forth herein.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  As to any facts material to the opinion expressed herein that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, we opine that:

(1) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada, as amended, including statutory provisions, and all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws;

(2) The Company has taken all requisite corporate action and all action required with respect to the authorization, issuance and sale of common stock issued pursuant to the Registration Statement;



505 W. Riverside Avenue, Suite 500, Spokane, WA 99201 Ÿ T (509) 252-5066  Ÿ F (509) 252-5067 Ÿ www.pblaw.biz

_________________________________________________________________

A Limited Liability Partnership with offices in Bellevue and Spokane



June 7, 2011


(3) 10,000,000 shares of common stock being offered by the Company, once issued, will be duly authorized, validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to the firm in the Registration Statement.

Very truly yours,


PARSONS/BURNETT/BJORDAHL/HUME, LLP


/s/ Robert J. Burnett


Robert J. Burnett

RJB:aqs



Suite 1850 Skyline Tower, 10900 NE 4th Street, Bellevue, WA  98004 Ÿ T (425) 451-8568  Ÿ F (425) 451-8568 Ÿ www.pblaw.biz

_________________________________________________________________

A Limited Liability Partnership with offices in Bellevue and Spokane



INFORMAL AGREEMENT WITH COMPANY PRESIDENT


Colin Mills, the sole director and officer of the company, has verbally agreed to advance sufficient funds to the Company, on an as-needed basis, to assist in operations if sufficient funds are not raised under its stock offering registered on its S1 registration statement..   


Because there are no agreed upon terms for the repayment of any funds loaned to the Company, the loans, when and if, made should be considered payable on demand.






[auditorconsent001.jpg]




SUBSCRIPTION AGREEMENT


LIGHTCOLLAR, INC.

LIGHT COLLAR, INC.

P.O. Box 973 #264

3rd Avenue West

Unity, Saskatchewan, S0K 4L0

Unity, Saskatchewan, S0K 4Lo

Canada

Canada

(Mailing Address)

(Street Address)


Dear Sirs:


Concurrent with execution of this Agreement, the undersigned (the “Purchaser”) is purchasing __________________________________________________ (__________) shares of Common Stock of Lightcollar, Inc. (the “Company”) at a price of $0.01 per share (the “Subscription Price”).  


Purchaser hereby confirms the subscription for and purchase of said number of shares and hereby agrees to pay herewith the Subscription Price for such Shares.



MAKE CHECK PAYABLE TO:  LIGHTCOLLAR, INC.


Executed this _____ day of ___________________, 2011.


 

 

 

 

 

 

 

 

Signature of Purchaser

 

 

 

 

 

 

 

Address of Purchaser

 

 

 

 

 

Printed Name of Purchaser


____________________________________

Tax ID Number of Purchaser

 


PLEASE ENSURE FUNDS ARE IN US DOLLARS


____________________________

X  $0.01

=

US$_______________________

Number of Shares Purchased

 

 

 

Total Subscription Price

 

Form of Payment:

Cash:___________

Check #: _____________

Other: _________________


(LIGHTCOLLAR, INC.)

 

By:

 

 

 

Title: