Registration No. 333-_________


As filed with the Securities and Exchange Commission on October 17, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


LICONT, CORP.
(Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of

Incorporation or Organization)

7300

Primary Standard Industrial

Classification Code Number

72-1621890

IRS Employer
Identification Number




Gundelsheimer str. 44
Stuttgart, Germany 70437

Tel. +49-71191413498

 (Address and telephone number of principal executive offices)


Incorp Services, Inc.

2360 Corporate Circle, Ste. 400

Henderson, Nevada 89074-7722

Tel. (702) 866-2500

Fax.  (702) 866-2689

(Name, address and telephone number of agent for service)


Copies To:


W. Scott Lawler
3550 N. Central Avenue, Suite 1025

Phoenix, Arizona 85012

Tel. (602) 466-3666

Fax. (602) 633-1617



_____________________________



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Approximate date of proposed sale to the public:

as soon as practicable after the effective date of this Registration Statement.  

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, 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 |

(Do not check if a smaller reporting company)


CALCULATION OF REGISTRATION FEE


TITLE OF EACH
CLASS OF
SECURITIES
TO BE
REGISTERED




AMOUNT TO BE REGISTERED

PROPOSED
MAXIMUM
OFFERING
PRICE PER
UNIT (1)

PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE (2)



AMOUNT OF
REGISTRATION
FEE (2)

Common Stock

1,090,000

$0.05 per share

$54,500

$6.25


(1)

Determined arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.


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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, Dated____________________, 20___



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PROSPECTUS
Licont, Corp.

1,090,000 SHARES
COMMON STOCK


The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus for a period of up to two years from the effective date.

Our common stock is presently not traded on any market or securities exchange.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK.  See section entitled "Risk Factors" on pages 7-13.

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are registering for sale by selling shareholders 1,090,000 shares of common stock. We will not receive any proceeds from the shares sold by the selling shareholders.

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.

There has been no market for our securities.  Our common stock is not traded on any exchange or on the Over-the-Counter market.  After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for trading on the Over-the-Counter Bulletin Board.  We do not yet have a market maker who has agreed to file such application.  There is no  assurance  that a trading  market  will  develop  or,  if  developed,  that it will be  sustained.  Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.                       
                                                           

The Date of This Prospectus Is: October 17, 2011



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The following table of contents has been designed to help you find information contained in this prospectus.  We encourage you to read the entire prospectus.



Table of Contents

 

PAGE 

Summary

5

Risk Factors

7

Forward-Looking Statements

12

Use of Proceeds

12

Determination of Offering Price

13

Dilution

13

Selling Shareholders

13

Plan of Distribution

14

Description of Securities

15

Interest of Named Experts and Counsel

16

Description of Business

17

Legal Proceedings

21

Market for Common Equity and Related Stockholder Matters

21

Plan of Operations

23

Changes in and Disagreements with Accountants

25

Available Information

25

Directors, Executive Officers, Promoters and Control Persons

26

Executive Compensation

27

Security Ownership of Certain Beneficial Owners and Management

28

Certain Relationships and Related Transactions

28

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

29

Financial Statements

29




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Prospectus Summary


To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 7 and the financial statements.


Licont, Corp. was found in the State of Nevada on May 2, 2011 and operate a mobile applications development business.  We are a development stage company and cannot state with certainty whether we will achieve profitability. We do not have revenues, have minimal assets and have incurred losses since inception.  Our plan of operation is forward-looking. To date, our business operations have been limited to primarily, the development of a business plan and the signing of the Consulting Agreement on October 3, 2011. We also have registered as apple developer and started to develop a concept of our software application.


We must raise additional capital in order for our business plan to succeed. We are not raising any money in this offering. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole director. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business.  If this happens, you will lose all or part of your investment.


Our auditors have issued a going concern opinion.  This means that that there is substantial doubt that we can continue as an ongoing business for the next twelve months.


We were incorporated on May 2, 2011 under the laws of the state of Nevada.  Our principal office is located at Gundelsheimer str. 44, 70437, Stuttgart, Germany . Our telephone number is +49-71191413498.  Our fiscal year end is September 30.




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The Offering:

Securities Being Offered

Up to 1,090,000 shares of common stock.  

Offering Price

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors.  This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB.  Currently the company is not so listed and there is no assurance that the stock will ever be so listed.  

Terms of the Offering

The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.  

Shares outstanding prior to offering

2,590,000

Shares outstanding after offering

2,590,000

Use of Proceeds

We will not receive any proceeds from the sale of the common stock by the selling shareholders.  

Market for the common stock

There has been no market for our securities.  Our common stock is not traded on any exchange or on the Over-the-Counter market.  After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for trading on the Over-the-Counter Bulletin Board.  We do not yet have a market maker who has agreed to file such application.  There is no assurance that a trading market will develop or, if developed, that it will be sustained.  Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.





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Summary Financial Information

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

 

As of September 30, 2011 (Audited)

Balance Sheet 

 

 

 

Total Assets 

 

$

 22,661

Total Liabilities 

 

$

 179

Stockholders’ Equity 

 

$

 22,482

 

 Period from May 2, 2011 (date of inception) to September 30, 2011 (Audited) 

Income Statement 

 

 

 

Revenue 

 

$

 -

Total Expenses 

 

$

 818

Net Loss 

 

$

(818)


Risk Factors


AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK.  IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED.  WE DO NOT CURRENTLY HAVE A TRADING PRICE FOR OUR COMMON STOCK. IF AND WHEN OUR COMMON STOCK BECOME ELIGIBLE FOR TRADING ON THE OVER-THE-COUNTER BULLETIN BOARD, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.


OUR BUSINESS IS AT AN EARLY STAGE OF DEVELOPMENT AND WE MAY NOT DEVELOP MOBILE APPLICATION SOFTWARE THAT CAN BE COMMERCIALIZED.


The success of our business is dependent on our ability to develop successfully our mobile application software. Our ability to achieve these goals is unproven, and the lack of operating history makes it difficult to validate our business plan. In addition, the success of our business plan is dependent upon acceptance of our application by the restaurant business and end-users. Should the target market not be as responsive as we anticipate, we will not have in place alternate application that we can offer to ensure our continuing as a going concern.


IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.


While on September 30, 2011, we had cash on hand of $22,661 we have accumulated a deficit of $818 in business development and administrative expenses.  Our current cash reserves are not sufficient to meet our obligations for the next twelve-month period. We anticipate that the minimum additional capital necessary to fund our planned operations for the 12-month period will be approximately $10,500 and will be needed for general administrative expenses, business development, marketing costs and costs associated with being a publicly reporting company.  We have not generated any revenue from operations to date.  In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan. We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations.  These factors may impact the timing, amount, terms or conditions of additional financing available to us.  



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We are not raising any money in this offering. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole director. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business.  If this happens, you could lose all or part of your investment.


WE LACK AN OPERATING HISTORY AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN REVENUES OR PROFITABILITY.  IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY SUSPEND OR CEASE OPERATIONS.


We were incorporated on May 2, 2011, and our net loss since inception is $818, of which $314 is for bank charges and $504 is for an incorporation service fee. We have very little operating history upon which an evaluation of our future success or failure can be made. Based upon current plans, we expect to incur operating losses in the foreseeable future because we will be incurring large expenses and generating small revenues.  Failure to generate significant revenues in the future will cause us to go out of business.


BECAUSE OUR AUDITORS HAVE RAISED A GOING CONCERN, THERE IS A SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.


Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business.  As such we may have to cease operations and you could lose your investment.


LACK OF REVENUES TO DATE MAY CAUSE A SUBSTANTIAL DOUBT AS TO WHETHER WE WILL CONTINUE OPERATIONS. IF WE DISCONTINUE OPERATIONS, YOU COULD LOSE YOUR INVESTMENT.


We were incorporated on May 2, 2011 and to date have been involved primarily in organizational activities.  We have not earned revenues as of the date of this prospectus and have incurred total losses since inception of $818.


Accordingly, you  cannot  evaluate  our  business,  and  therefore  our  future prospects,  due  to  a  lack  of  operating  history and revenues.  To date, our business operations have been limited to primarily, the development of a business plan and the signing of the Consulting Agreement on October 3, 2011.  We also have registered as apple developer and started to develop a concept of our first software application. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business operations. Even if we expand our operations, at present, we do not know precisely when this will occur. We cannot guarantee that we will be successful in generating revenues and profit in the future. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.



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WE EXPECT TO ENCOUNTER SEVERAL COMPETITIVE MOBILE SOFTWARE APPLICATIONS ON THE MARKET.


After our mobile application is fully developed and we begin marketing, we will encounter competition from other similar applications which are presently on the market. These competing applications may offer similar or superior features to ours at a competitive price. Competitors may also be able to develop new or enhanced applications that may be more efficient and less expensive. Further, competitors may develop proprietary positions that prevent us from successfully commercializing our software application that we are developing. As a result, our application may not be able to compete successfully and our business will fail.


THE SUCCESS OF OUR BUSINESS DEPENDS ON RESTAURANT OWNERS AND CONSUMER ACCEPTANCE OF OUR MOBILE APPLICATION SOFTWARE.


We are a mobile application development company operating in the highly-competitive market and rely on continued restaurant owners and consumer demand or preference for our product. To generate sales and profits, we must gain popularity among restaurants owners and consumers.  There is no guarantee that there will be significant market acceptance of our application or it will be on a scale necessary to achieve sustained profitability.


The market for mobile software application is evolving rapidly and we may not be able to accurately assess the size of the market or trends that may emerge and affect our business. Consumer preferences can change due to a variety of factors, including social trends, negative publicity and economic changes.  If we are unable to convince potential restaurant owners and individual consumers of the advantages and desirability of our application, our ability to generate profit will be limited. Any significant changes in consumer preferences for mobile applications could result in reduced demand for ours and erosion of our competitive and financial position.


COMPETITORS WITH MORE RESOURCES MAY FORCE US OUT OF BUSINESS.


The mobile application development industry is highly competitive. Many competitors with similar applications are significantly larger and have substantially greater financial, marketing and other resources and have achieved public recognition for their services. Competition by existing and future competitors could result in an inability to secure adequate consumer relationships sufficient enough to support Company endeavors. We cannot be assured that we will be able to compete successfully against present or future competitors or that the competitive pressure we may face will not force us to cease our operations.


TECHNICAL DIFFICULITES OR NETWORK INTERRUPTIONS THAT BEYOND OUR CONTROL CAN NEGATIVELY AFFECT TO OUR BUSINESS.        

 

We plan to develop mobile application software that will run on customer’s mobile devices that use existing networks. In order for the software to be successful, it needs to be running on a reliable network. Network providers often experience downtime, and if the network is not working properly neither will the mobile application provided by us.




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OUR SOLE OFFICER AND DIRECTOR HAS LACK OF EXPERIENCE MANAGING PUBLIC REPORTING COMPANY AND ACCOUNTING WHICH IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING.


We have never operated as a public company. Andro Gvichiya, our Sole officer and Director has no experience managing a public company that is required to establish and maintain disclosure controls and

procedures and internal control over financial reporting. Also, Mr. Andro Gvichiya has only limited experience in accounting.  As our operations become more complex we will be required to hire additional

accounting personal to comply with our reporting obligations.  We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.


BECAUSE COMPANY’S HEADQUARTERS AND ASSETS ARE LOCATED OUTSIDE THE UNITED STATES, U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS NON-U.S. RESIDENT OFFICER AND DIRECTOR.

While we are organized under the laws of State of Nevada, our Sole officer and Director is non-U.S. resident and our headquarters and assets are located outside the United States.  Consequently, it may be difficult for investors to affect service of process on them in the United States and to enforce in the United States judgments obtained in United States courts against them based on the civil liability provisions of the United States securities laws.  Since all our assets will be located outside U.S. it may be difficult or impossible for U.S. investors to collect a judgment against us.  As well, any judgment obtained in the United States against us may not be enforceable in the United States.


OUR SUCCESS IS DEPENDENT ON CURRENT MANAGEMENT, WHO MAY BE UNABLE TO DEVOTE SUFFICIENT TIME TO THE DEVELOPMENT OF OUR BUSINESS PLAN, WHICH COULD CAUSE THE BUSINESS TO FAIL.

 

We heavily dependent on the management experience that our sole Officer and Director, Andro Gvichiya, brings to the company. If something were to happen to him, it would greatly delay the company’s daily operations until further industry contacts could be established. Furthermore, there is no assurance that suitable people could be found to replace Mr. Gvichiya. In that instance, we may be unable to further our business plan. Additionally, Mr. Gvichiya has other business interests.  Mr. Gvichiya has been and continues to expect to be able to commit approximately 15 hours per week of his time, to the development of the company’s business plan in the next twelve months. If management is required to spend additional time with his outside interests, he may not have sufficient time to devote to Licont, Corp. and Licont, Corp would be unable to develop its business plan.


BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS 57.92% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, HE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.


Our sole officer and director, Andro Gvichiya, owns approximately 57.92% of the outstanding shares of our common stock.  Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets.  He will also have the power to prevent or cause a change in control.  The interests of our sole officer and director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.



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ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed. We are not raising any money in this offering. Our most likely source of additional capital will be through the sale of additional shares of common stock.  Such stock issuances will cause stockholders' interests in our company to be diluted.  Such dilution will negatively affect the value of investors’ shares.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.


We have never paid any dividends on our common stock.  We do not expect to pay cash dividends on our common stock at any time in the foreseeable future.  The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.  Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE “PENNY STOCK” RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks.”  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).  Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market.  A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account.  In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules.  If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

IF OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD, THE TRADING PRICE MAY FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.


As of the date of this Registration Statement, our common stock does not yet trade on the Over-the-Counter Bulletin Board.  If our shares of common stock commence trading on the Bulletin Board, there is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.



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We do not have a market maker. There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares. In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile.  These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock.  As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.


THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.


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. We intend to have a market maker apply for admission to quotation of our securities on the Over-the-Counter Bulletin Board after the Registration Statement relating to this prospectus is declared effective by the SEC. We do not yet have a market maker who has agreed to file such application. If for any reason our common stock is not quoted on the Over-the-Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the share 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.


WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.


We have never operated as a public company.  We have no experience in complying with the various rules and regulations, which are required of a public company.  As a result, we may not be able to operate successfully as a public company, even if our operations are successful.  We plan to comply with all of the various rules and regulations, which are required of a public company.  However, if we cannot operate successfully as a public company, your investment may be adversely affected.  Our inability to operate as a public company could be the basis of your losing your entire investment in us.


Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.




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Determination of Offering Price

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily, by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 1,090,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration under Regulation S promulgated pursuant to the Securities Act of 1933. All shares were acquired outside of the United States by non-U.S. persons.  The shares include the following:

1,090,000 shares of our common stock that the selling shareholders acquired from us in a private offering that was exempt from registration under Regulation S of the Securities Act of 1933, as amended, which offering closed on September 22, 2011.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1. the number of shares owned by each shareholder prior to this offering;

2. the percentage of shares that owned by each shareholder;

3. the total number of shares being offered in this the offering; and

4. the total number of shares to be owned by each shareholder upon completion of the offering assuming all the shares are sold in the offering.


Name Of Selling Shareholder

Shares Owned Prior To This Offering

Percentage

Of shares owned Prior to Offering

Number Of Shares Being Offered

Total Shares to Be Owned Upon Completion Of  This Offering

VARDAN BESALJAN

40,000

1.54%

40,000

-0-

DAVID RICARDO BARBERI RIOS

35,000

1.35%

35,000

-0-

ASKHAT ZHAILAUBEK

35,000

1.35%

35,000

-0-

RENATO IVAN RIVERA LEON

40,000

1.54%

40,000

-0-

JOSE ADRIAN RUMBEA SAULEO

45,000

1.74%

45,000

-0-

LIDIA ARAVISKAYA

45,000

1.74%

45,000

-0-

FAINA MALCEVA

35,000

1.35%

35,000

-0-

ZVARD SOGOMONOVA

45,000

1.74%

45,000

-0-

ELIZAVETA PUTYATINA

45,000

1.74%

45,000

-0-

LUIS RAMIRO CHIMBORAZO TOAPANTA

40,000

1.54%

40,000

-0-

NURLAN KOSMAMBETOV

35,000

1.35%

35,000

-0-

HOMERO GIOVANNI PENAHERRERA ZAVALA

40,000

1.54%

40,000

-0-

EDDY ANTONIO JUMA

40,000

1.54%

40,000

-0-

ISABEL CELINA LEON DELGADO

35,000

1.35%

35,000

-0-

ADRIAN DARIO RIVERA TCHERNIKOV

35,000

1.35%

35,000

-0-

GLORIA PAMELA NOBOA MARIN

45,000

1.74%

45,000

-0-

ALEXANDER DONDIKOV

45,000

1.74%

45,000

-0-

ADRIANA VALERIA SAULEO CARDENAS

45,000

1.74%

45,000

-0-

ALEXANDER GAVRILOV

45,000

1.74%

45,000

-0-

YURIY STEPANOV

40,000

1.54%

40,000

-0-

VIKTOR DONDIKOV

50,000

1.93%

50,000

-0-

INNA BELIKOVA

50,000

1.93%

50,000

-0-

IGOR ZHOKHOV

50,000

1.93%

50,000

-0-

DARIA VISHNYAKOVA

40,000

1.54%

40,000

-0-

NATALIYA STOKOLOS

50,000

1.93%

50,000

-0-

OLEKSANDRA LYASHKO

40,000

1.54%

40,000

-0-


The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares.  The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.  The percentages are based on 2,590,000 shares of common stock issued and outstanding on the date of this prospectus.

Other than disclosed above, none of the selling shareholders:

1. has had a material relationship with us other than as a shareholder at any time within the past three years;

2. has ever been one of our officers or directors;

3. is a broker-dealer; or a broker-dealer's affiliate.

Mr. Andro Gvichiya, our president and sole director who owns 1,500,000 shares of common stock is not offering any shares of his common stock for resale in this offering.





13 | Page



Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.  There are no arrangements, agreements or understandings with respect to the sale of these securities.

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.

If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above.  If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock.  In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

 

1.

Not engage in any stabilization activities in connection with our common stock;

 

 

 

 

2.

Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

 

 

 

 

3.

Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

The Securities and Exchange Commission (the “Commission”) has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).



14 | Page




The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which contains:

- a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

- a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements;

- a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

- a toll-free telephone number for inquiries on disciplinary actions;

- a definition of significant terms in the disclosure document or in the conduct of trading penny stocks; and

- such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

- bid and offer quotations for the penny stock;

- the compensation of the broker-dealer and its salesperson in the transaction;

- the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

- monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules.  Therefore, stockholders may have difficulty selling those securities.



Description of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As of September 30, 2011 there were 2,590,000 shares of our common stock issued and outstanding that are held by 27 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  



15 | Page



Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.  Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business.  As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

Options

We have not issued and do not have any outstanding options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

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, an 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, managing or principal underwriter, voting trustee, director, officer, or employee.

W. Scott Lawler has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement have been audited by Thomas J. Harris to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.



16 | Page





Description of Business


We were incorporated in the State of Nevada on May 2, 2011. We are a mobile applications development company and just recently started our operations. We are a development stage company and cannot state with certainty whether we will achieve profitability. We do not have revenues, have minimal assets and have incurred losses since inception. Our plan of operation is forward-looking. It is likely that we will not be able to achieve profitability and might need to cease operations due to the lack of funding. To date, our business operations have been limited to primarily, the development of a business plan and the signing of the  Consulting Agreement on October 3, 2011.  We also have registered as an Apple developer and started to develop a concept of our software application. We maintain our statutory registered agent's office at 2360 Corporate Circle, Ste. 400, Henderson, Nevada 89074-7722.  Our business office is located at Gundelsheimer str. 44, Stuttgart, Germany 70437. Our telephone number is +49-71191413498.


Industry Overview


Mobile application development is the process by which application software is developed for small low-power handheld devices such as personal digital assistants, enterprise digital assistants or mobile phones. These applications are designed to help the user to perform specific tasks and can be downloaded by customers from various mobile software distribution platforms.


Application developers can propose and publish their applications on the stores, being rewarded by a revenue sharing of the selling price. Most famous is Apple's App Store, where only approved applications may be distributed and run on iOS devices, such as iPod, iPhone and iPad. The service allows users to browse and download applications from the iTunes Store that were developed with the iOS SDK or Mac SDK and published through Apple, Inc. Depending on the application, they are available either for free or at a cost. The applications can be downloaded directly to a target device, or downloaded onto a PC or Mac via iTunes. 30% of revenue from the store goes to Apple, and 70% go to the producer of the application. The App Store opened on July 10, 2008 via an update to iTunes. According to Wikipedia, as of October 4, 2011, there were at least 500,000 third-party applications officially available on the App Store with over 18 billion downloads.


Android Market is another big and popular online software store developed by Google for Android OS devices. Its gateway is an application program called "Market", preinstalled on most Android devices, allows users to browse and download applications published by third-party developers. Google announced the Android Market on 28 August 2008, and made it available to users on 22 October 2008. The Android Market application is not open source. Only Android devices that comply with Google's compatibility requirements may install and access Google's closed-source Android Market application, subject to entering into a licensing agreement with Google. Developers in 29 countries may sell applications on the Android Market. Application developers receive 70% of the application price, with the remaining 30% distributed among carriers and payment processors (Google does not take a percentage). According to Wikipedia, as of July 2011 there were 250,000 available on the Android Market and 4.5 billion applications have been installed.


There are other applications stores such as BlackBerry App World, an application distribution for a majority of BlackBerry devices; Amazon Appstore, an American mobile application store for the Google Android operating system which was opened on March 22, 2011; Palm App Catalog created by HP / Palm, Inc where HP / Palm, Inc webOS device users can download applications directly from the device or send a link to the application via a unique web distribution method. Microsoft has confirmed the introduction of a Windows Store on Windows 8, similar to the Mac App Store that allows developers to publish their Metro-style applications on Windows 8 devices.



17 | Page





Product Description


We plan to develop mobile application software that lets customers to find food and order delivery from a plethora of restaurants wherever they are. Initially, we will develop this application for iOS devices, and when/if we are successful, we will develop it for Android OS devices. We just started to develop a concept of our application and there is no guarantee that we ever develop our application.


Our application will allow customers to order food from mobile phones and tablets from and to any places. For example, someone can order food from public transportation heading home if he would like dinner to be on the way as he arrives. Search can be done by cuisine, restaurant name, address or menu item. The default search will be for restaurants that are delivering now. Our application will start out by asking if the search should be done by location, which it automatically detects, or by address. Much of the time, those two things are going to be the same. When search is completed by either of those criteria, a list of restaurants that will deliver food is shown. Once restaurant is selected, the screen will show the name, the logo, the address, and a button to online order. A customer can view listing of the entire delivery menu. Tapping on each item allows getting an extended description. When desired food is found, a customer can place an order online, free of charge. Our customers can to log in with their accounts and go through the checkout process without having to re-enter information. As of today we have not identify any customers and there is no assurance that we will ever have them.


Advantages of our application


With the advent of mobile application devises, the online experience has changed substantially. The ability to browse the net over a mobile device is quickly becoming an expected standard for Internet user. Our mobile application will allows customers to order desired food online without computer in any given time. There is also opportunity for forward-thinking companies to excel in the now essential world of mobile devises. Businesses taking advantage of mobile application market are strategically positioning themselves to leverage the new opportunities and customers this medium provides. Our application will be free for both, customers searching for foods and for restaurants that want to benefit from going mobile. Restaurants, registered in our mobile application will have the following advantages:


1. Draw new customers

2. Boost sales through mobile marketing

3. Expend information to untapped markets

4. Gain advantage over competitors


When our mobile application is developed we plan to devote resources to research and development in order to maintain and enhance the competitiveness of our software.


Marketing Our Product


Initially, our product will be promoted by our President, Mr. Andro Gvichiya. As we need participating as many restaurants as possible, the marketing and advertising will be targeted to any types of restaurants. Our methods of communication will include: phone calls, email, and regular mail. We will market and advertise our mobile application on our web site by showing its advantages and conveniences. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options. We intend to promote our website by displaying it on our promotion materials. We also plan to attend business shows in our industry to promote our application with a view to find new customers.



18 | Page





Social Networking


To draw attention from potential customers we plan to market and advertise our mobile application though social networking. We believe social networking is one of the fastest growing industries on the planet. Websites such as Facebook and Twitter have come a long way in only a few years to be household names all over the world. We intend to use these websites to spread out information about our application.  We believe that Facebook and Twitter, as well as many other types of social media websites have become an excellent way of getting a business's message across. We intend to create our customer group on these social media websites to keep registered members informed about news and special offers.


Word of Mouth Marketing


We intend to implement word of mouth advertising into our business model. We believe a huge marketing opportunity on the internet is spreading word of mouth, a form of free advertising. We believe the internet has provided the biggest medium to spread word of mouth and social networking sites have been the place where everyone has come together. These days, companies have the capabilities of increased speed at which the message comes across. Bloggers and journalists can post their thoughts and reviews of products, and then people in all corners of the world can read it immediately. Twitter is a good example of this. If a company wants to release a statement to the media, they can use Twitter as a tool to do it. Afterwards, people can use twitter to respond, and everybody has access to all information as well as the abilities to connect with each other and start forums and conversations. Not only is word of mouth considered free advertising, but we believe it is one of the most powerful advertising tools out there.


Competition


The application software market is highly competitive and rapidly changing. There are several mobile applications in the market similar to ours. In addition, we believe that a number of companies are planning to offer similar products. Our ability to compete depends upon many factors within and outside our control, including the timely development and introduction of our mobile application and its enhancements, its functionality, performance, reliability, customer service and support and marketing efforts.


Due to the relatively low barriers to entry in the mobile application market, we expect additional competition from other emerging companies. Many of the Company's existing and potential competitors are substantially larger than us and have significantly greater financial, technical and marketing resources. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the development and promotion of their mobile applications. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or prospective customers. Accordingly, it is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.


Revenue


Our application will be free to download and free to use. We do not plan to add any fees to the prices charged by our restaurants and delivery services. We plan to charge the restaurant a small fee for each order we provide to them.



19 | Page





Consulting Agreement


On October 3, 2010, we have signed a consulting agreement with a consultant, Pavel Rozum, an individual.  The consultant, Pavel Rozum, will provide assistance and consulting in the development of concept of our mobile application. He will assist in hiring a designer and an application software writer, and will oversee the whole process of our mobile application software development.


The agreement with the registrant contains the following additional material terms:


  1.  Consultant shall submit written, signed reports of the time spent performing consulting, itemizing in reasonable detail the dates on which services were performed, the number of hours spent and a brief description of the services rendered.


  2.  In consideration for the Consulting Services to be performed by the Consultant under this agreement, Licont, Corp. will pay Consultant at the rate of $10.00 USD per hour for the time spent on Consulting Services. The Company shall pay Consultant the amounts due pursuant to submitted reports within 14 days after such reports are received by the Company.


3.  The registrant will reimburse to consultant the following expenses incurred while the Agreement exists: all travel expenses to and from work sites including miscellaneous travel-related expenses (parking and tolls), meal expenses, administrative expenses and lodging expenses if work demands overnight stays.


 4.  The consultant is an independent contractor and not an employee of the registrant or any of its subsidiaries or affiliates.


  5.  In the course of performing consulting services, the parties recognize that consultant may come in contact with or become familiar with information with the registrant or its subsidiaries or affiliates may consider confidential.  This information may include, but is not limited to, information pertaining to the registrant's information technology and other business systems, which information may be of value to a competitor.  Consultant agrees to keep all such information confidential.


  6.  The agreement commenced on October 3, 2011 and shall terminate on October 3, 2012, unless earlier terminated by either party hereto. Either party may terminate the agreement upon Thirty (30) days prior written notice.  The registrant may, at its option, renew this Agreement for an additional one (1) year term on the same terms and conditions as set forth herein by giving notice to consultant of such intent to renew on or before October 3, 2012.


Description of property


We do not have an ownership or leasehold interest in any property.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future.  Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation.  If that occurs a judgment could be rendered against us that could cause us to cease operations.



20 | Page



Employees. Identification of Certain Significant Employees.

We are a development stage company and currently have no employees, other than our sole officer and director Andro Gvichiya. We intend to hire additional employees on an as needed basis.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our incorporation.

Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that government regulations will have a material impact on the way we conduct business.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Offices


Our office is currently located at Gundelsheimer str. 44, Stuttgart, Germany 70437. Our telephone number is +49-71191413498. This is the office of our Director, Mr. Andro Gvichiya.  We do not pay any rent to Mr. Gvichiya and there is no agreement to pay any rent in the future.  Upon the completion of our offering, we do not intend to establish an office elsewhere.

Legal Proceedings

We are not currently a party to any legal proceedings.  Our address for service of process in Nevada is 2360 Corporate Circle, Ste. 400, Henderson, Nevada 89074-7722.


Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock.  We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement we have 27 registered shareholders.



21 | Page



Rule 144 Shares

A total of 1,500,000 shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule 144.  Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Securities Exchange Act of 1934 periodic reporting requirements for at least three months before the sale.


Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions.  Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:


 

 

 

 

• 

1% of the total number of securities of the same class then outstanding, which will equal 25,900 shares as of the date of this prospectus; or

 

 

 

 

 

• 

the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

 

provided, in each case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales must also comply with the manner of sale and notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of the 1,500,000 shares that may be sold pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.

we would not be able to pay our debts as they become due in the usual course of business; or

 

 

2.

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.



22 | Page






Plan of Operation


We are a development stage corporation. To date, our business operations have been limited to primarily, the development of a business plan and the signing of the Consulting Agreement on October 3, 2011.  We also have registered as apple developer and started to develop a concept of our first software application. We have not generated or realized any revenues from our business operations yet.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we implement our business plan and execute our first service agreement. We are not raising any money in this offering. Our only sources for cash at this time are investments by shareholders in our company and cash advances from our sole director Andro Gvichiya.

There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business.  If this happens, you could lose all or part of your investment.

We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. Upon completion of our public offering, our specific goal is to profitably sell our services. Our plan of operations is as follows:

October 2011 – December 2011: Application Concept Development. No material cost.


During this period we plan to research existing market and mobile application and develop a concept of our mobile application software.


December 2011 – February 2012: Set up Office. Estimated cost $4,000.


By February of 2011, we plan to set up office in and acquire the necessary equipment to begin operations and application writing. We believe that it will cost at least $4,000 to set up office and obtain the necessary equipment to begin operations. Our sole officer and director will handle our administrative duties.


February 2012: Join the Apple Developer Program. Cost: $100.


As soon as our office is established and the necessary equipment is purchased we will register to Apple Developer Program which offers a complete set of technical resources, support, and access to pre-release software — providing developers with everything they need to create applications for iPod, iPhone and iPad.


March 2012-June 2012: Hire Designer and Application Software Writer. Estimated Cost $7,000.


During this period we intend to begin our recruitment of software writer and developer. We will try to find someone who has experience designing for mobile devices as they may have some good feedback and suggested improvements for your sketches.




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June 2012-July 2012: Testing Our Mobile Application. No material costs.


Testing is a technique to uncover the hidden bugs in the application developed on mobile platform. Mobile Application Testing is a one of the most important part of mobile application development life cycle. Mobile application development is a very miscellaneous process and hence the possibility of errors in the coding cannot be ignored. It is a challenging process as it involves testing of applications across different handsets, carriers, languages and locations.


June 2012-August 2012: Submit Your Application To Apple Store. No material costs.


Applications are subject to approval by Apple, for basic reliability testing and other analysis. During this period we will:

· Create your Certificates

· Define your App ID’s

· Create your Distribution Provisioning Profile

· Compile the application

· Upload to iTunes Connect


August 2012-October 2012: Develop Our Website and Commence Marketing Campaign. Estimated cost $7,000.


We project to begin development of the website during this period. This should become and extremely important tool for the marketing. The website will be set up to begin promoting the software and outlining its benefits. Our director, Mr. Gvichiya will be in charge of registering our web domain. The website development costs, including site design and implementation will be approximately $2,000. Updating and improving our website will continue throughout the lifetime of our operations.


We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls. We also expect to get new clients from Internet, social networking and "word of mouth" advertising. We also plan to attend shows and exhibitions in software development industry. We intend to spend about $5,000 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.


We therefore expect to incur the following costs in the next 12 months in connection with our business operations:


Marketing costs

$

  5,000

Website development costs

$

     2,000

Apple Developer Program

$

100

Commissions of the designer and application software writer

$

    7,000

Estimated cost of this offering

$

     6,000

Office Set Up

$

    4,000

Consulting fees

$

1,000

Costs associated with being a publicly reporting company

$

8,000

Total

$

 33,100


Our current cash reserves are not sufficient to meet our obligations for the next twelve-month period.  As a result, we will need to seek additional funding in the near future. We anticipate that additional funding will be from the sale of additional common stock.  We may seek to obtain short-term loans from our director as well, although no such arrangement has been made.   



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Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Our current cash reserves are not sufficient to meet our obligations for the next twelve-month period.  As a result, we will need to seek additional funding in the near future.  


We anticipate that additional funding will be from the sale of additional common stock.  We may seek to obtain short-term loans from our director as well, although no such arrangement has been made.  At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our obligations over the next twelve months.  We do not have any arrangements in place for any future equity financing.  If we are unable to raise the required financing, our operations could be materially adversely affected and we could be forced to cease operations.


Results of Operations for Period Ending September 30, 2011

Since our inception on May 2, 2011 to September 30, 2011, we incurred net loss of $818. These operating expenses were comprised of $314 for bank charges, $504 is for an incorporation service fee.  As of September 30, 2011, we had cash of $22,661 in our bank accounts. However, we anticipate that we will incur substantial losses over the next 12 months.

We have not attained profitable operations and are dependent upon obtaining financing to continue with our business plan.  For these reasons, there is substantial doubt that we will be able to continue as a going concern.

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549.  D.C. 20549.  Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.



25 | Page



Reports to Security Holders

Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirements of the Exchange Act.  We will make available to our shareholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our shareholders unless requested by an individual shareholder.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  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 www.sec.gov.

Directors, Executive Officers, Promoters and Control Persons

Our executive officer and director and his age as of the date of this prospectus is as follows:

Director:

Name of Director

Age

 

Andro Gvichiya

26

 

 

 

 

Executive Officers:

Name of Officer

Age

Office

Andro Gvichiya

26

President, Chief Executive Officer, Treasurer, Chief Financial Officer and Chief Accounting Officer, Secretary

Biographical Information

Set forth below is a brief description of the background and business experience of our Sole Officer and Director for the past five years.

Mr. Gvichiya has acted as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on May 2, 2011.  Mr. Gvichiya owns 57.92% of the outstanding shares of our common stock.  As such, it was unilaterally decided that Mr. Gvichiya was going to be our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. This decision did not in any manner relate to Mr. Gvichiya’s previous employments. Mr. Gvichiya graduated with a Bachelor degree in Computer Science from Irkutsk State Technical University in 2007. Since graduation Mr. Gvichiya has been owner/operator of “Next”, a computer club. Mr. Gvichiya intends to devote approximately 15 hours a week to planning and organizing activities of Licont, Corp.

During the past ten years, Mr. Gvichiya has not been the subject to any of the following events:

     1. Any bankruptcy petition filed by or against any business of which Mr. Gvichiya was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.



26 | Page




     2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

     3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Gvichiya’s involvement in any type of business, securities or banking activities.

     4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Significant Employees

We have no significant employees other than our Sole Officers and Director.

Audit Committee Financial Expert

We do not have an audit committee financial expert.  We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

Conflicts of Interest

Andro Gvichiya, our President will be devoting approximately15 hours a week to our operations. Because Mr. Gvichiya will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him.  As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.


Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our sole executive officer by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on May 2, 2011 to September 30, 2011 (our fiscal year end) and subsequent thereto to the date of this prospectus.

SUMMARY COMPENSATION TABLE





Name
and
Principal
Position








Year







Salary
($)







Bonus
($)






Stock
Awards
($)






Option Awards
($)




Non-Equity
Incentive
Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)




All
Other
Compensation
($)







Total
($)

Andro Gvichiya

President, CEO, CFO, Treasurer, Chief Accounting Officer, sole director and Secretary







2011







None







None







None







None







None







None







None







None





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Stock Option Grants

We have not granted any stock options to our sole executive officer since our inception.

Consulting Agreements

We do not have an employment or consulting agreement with our Sole Officer and Director.  We do not pay him for acting as a director or officer.

Security Ownership of Certain Beneficial Owners and Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group.  Except as otherwise indicated, all shares are owned directly.

Title of

Name and address

Amount of beneficial

Percent

Class

of  beneficial owner

ownership

of class

Common

 Andro Gvichiya


1,500,000


57.92%

Stock

President, Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Accounting Officer, Sole Director and Secretary

  

  

  

 

  

  

  

Gundelsheimer str. 44, Stuttgart, Germany 70437

  

  

Common

 Officer and Director as a

1,500,000

57.92%

Stock

 group that consists of one person

shares

  

The percent of class is based on 2,590,000 shares of common stock issued and outstanding as of the date of this prospectus.

Certain Relationships and Related Transactions


None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, except as indicated:

· Any of our directors or officers;

· Any person proposed as a nominee for election as a director;

· Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

· Any relative or spouse of any of the foregoing persons who has the same house as such person;

· Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

On May 2, 2011 Mr. Andro Gvichiya  advanced funds to us in the amount of $179.  There is no due date for the repayment of the funds advanced by Mr. Gvichiya.  Mr. Gvichiya will be repaid from revenues of operations if and when we generate revenues to repay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Gvichiya does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Gvichiya or the repayment of the funds to Mr. Gvichiya. The entire transaction was oral.     



28 | Page



 

On May 27, 2011 we issued a total of 1,500,000  shares of restricted common stock to Mr. Gvichiya for total cash proceeds of $1,500.


Disclosure of Commission Position Of Indemnification for
Securities Act of 1933 Liabilities

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, 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 court of appropriate jurisdiction.  We will then be governed by the court's decision.


FINANCIAL STATEMENTS


Index to Financial Statements:

1.

Report of Independent Registered Public Accounting Firm;

 

 

 

2.

Audited financial statements for the period from inception (May 2, 2011)  to September 30, 2011

 

 

 

 

a.

Balance Sheet;

 

b.

Statement of Operations;

 

c.

Statement of Cash Flows;

 

d.

Statement of Stockholders' Equity; and

 

e.

Notes to Financial Statements





29 | Page



THOMAS J. HARRIS

CERTIFIED PUBLIC ACCOUNTANT

3901 STONE WAY N., SUITE 202

SEATTLE, WA  98103

206.547.6050


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Licont, Corp.


I have audited the accompanying balance sheets of  Licont, Corp.(A Development Stage Company) as of September 30, 2011, and the related restated statements of operations, stockholders’ equity and cash flows for the period then ended, and the period May 2, 2011(inception) to September 30, 2011.  These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on these financial statements based on my audit.


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


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Licont, Corp.(A Development Stage Company) as of September 30, 2011 and the results of its operations and cash flows for the period then ended and May 2, 2011(inception), to September 30, 2011 in conformity with generally accepted accounting principles in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note #2 to the financial statements, the Company has had no operations and has no established source of revenue.  This raises substantial doubt about its ability to continue as a going concern.  Management’s plan in regard to these matters is also described in Note # 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


[s1licontoctober17002.gif]


Seattle, Washington

October 13, 2011


F-1



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LICONT, CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

 

 

SEPTEMBER 30, 2011

ASSETS

 

 

   Current Assets

 

 

       Cash

 

$              22,661

   Total Current Assets

 

22,661

TOTAL ASSETS

 

$              22,661

LIABILITIES

 

 

    Loans from Shareholders

 

179

TOTAL LIABILITIES

 

179

STOCKHOLDER’S EQUITY

 

 

 Common stock, par value $0.001; 75,000,000 shares authorized,

2,590,000 shares issued and outstanding

 

2,590

Additional paid-in capital

 

20,710

    Deficit accumulated during the development stage

 

(818)

TOTAL STOCKHOLDER’S EQUITY

 

22,482

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

 

$              22,661


See accompanying notes to financial statements


F-2

                                                                            



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LICONT, CORP.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

 

 

FOR THE PERIOD FROM MAY 2, 2011  (INCEPTION) TO

SEPTEMBER 30, 2011

EXPENSES

 

 

General & Administrative Expenses

 

$                                818

TOTAL EXPENSES

 

818

NET LOSS FROM OPERATIONS

 

(181)

PROVISION FOR INCOME TAXES

 

0

NET LOSS

 

$                             (818)

NET LOSS PER SHARE: BASIC AND DILUTED

 

$                            (0.00)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

1,511,349


See accompanying notes to financial statements


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32 | Page




LICONT, CORP.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM  MAY 2,  2011  (INCEPTION) TO SEPTEMBER 30, 2011

 

Common Stock

Additional

 paid-in-capital

Deficit Accumulated during the Development

Total Stockholder’s

 

Shares

Par Value

 

Stage

Equity

Balance at Inception on May 2, 2011

-

$             -

  $                   -

$              -

$              -

Shares sold at $0.001 per share

1,500,000

1,500

                    -

 

1,500

Shares sold at $0.02 per share

1,090,000

1,090

20,710

 

21,800

Net loss for the period ended September 30, 2011

-

-

 

(818)

(818)

Balance, September 30, 2011

2,590,000

$     2,590

$          20,710

$        (818)

$     22,482


See accompanying notes to financial statements


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33 | Page




LICONT, CORP.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

 

FOR THE PERIOD FROM

 MAY 2, 2011  (INCEPTION) TO SEPTEMBER 30, 2011

Cash Flows from Operating Activities

 

Net Income (Loss)

$                      (818)

Net Cash (used in) Operating Activities

(818)

Cash Flows from Financing Activities

 

Loans from Shareholders

179

Sale of Common Shares

23,300

Net Cash provided by Financing Activities

23,479

Increase (Decrease) in Cash and Cash Equivalents

22,661

Cash and Cash Equivalents at Beginning of Period

0

Cash and Cash Equivalents at End of Period

$                   22,661

SUPPLEMENTAL CASH FLOW INFORMATION:

 

Interest paid

$                                  0

Income taxes paid

$                                  0


See accompanying notes to financial statements


F-5



34 | Page



LICONT, CORP.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2011


NOTE 1- ORGANIZATION AND BUSINESS OPERATIONS


Licont, Corp. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on May 2, 2011.  The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception on May 2, 2011 through September 30, 2011 the Company has accumulated losses of $818.


NOTE 2 - GOING CONCERN


The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $818 as of September 30, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included.


Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company's bank accounts are deposited in insured institutions.  The funds are insured up to $250,000.  At September 30, 2011 the Company's bank deposits did not exceed the insured amounts.

Use of Estimates and Assumptions

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

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35 | Page




LICONT, CORP.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2011


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Financial Instruments

The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.


Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.


Income Taxes

Income taxes are accounted for under the assets and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets and liabilities are measured using enacted tax rates  in effect for the year in which  those  temporary differences are expected to be recovered or settled.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.


The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are the same.


Fiscal Periods

The Company's fiscal year end is September 30.


F-7



36 | Page




LICONT, CORP.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2011



NOTE 4 - STOCKHOLDER’S EQUITY


The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. On May 27, 2011 the Company issued 1,500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $1,500. For the period from June 27, 2011 to September 22, 2011 the Company issued 1,090,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $21,800.

For the period from May 2, 2011(Inception) to September 30, 20 11 the Company issued 2,590,000 shares of common stock for total cash proceeds of $23,300.


As of September 30, 2011 the Company had 2,590,000 shares of common stock issued and outstanding.



NOTE 5 - RELATED PARTY TRANSACTONS


On May 27, 2011, a Director purchased 1,500,000 shares of common stock at a price of $0.001 per share for cash of $1,500.

The Director loaned $179 to the Company to pay for business expenses relating incorporation fees. This loan is non-interest bearing, due upon demand and unsecured.



NOTE 6- INCOME TAXES

As of September 30, 2011, the Company had net operating loss carry forwards of $818 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.


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37 | Page












SUBJECT TO COMPLETION, DATED _____________, 2011


PROSPECTUS


LICONT, CORP.


1,090,000 SHARES

COMMON STOCK


Dealer Prospectus Delivery Obligation



Until ________________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus.  This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.






38 | Page





Part II.  Information Not Required In the Prospectus



Other Expenses of Issuance and Distribution


The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee

$

 6.32

Transfer Agent Fees

 

 1,500

Auditors’ fees

 

2,500

Legal fees and expenses

 

 2,000

Edgar filing fees

 

 500

  

 

  

Total

$

 6,003.76

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or other costs of sale.

Indemnification of Directors and Officers

Section 78.7502 of the Nevada Corporate Law provides, in part, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.


Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct.  Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such offer or director actually or reasonably incurred.


Licont, Corp.’s Bylaws allow for the indemnification of its officers and/or directors in regards to each such person carrying out the duties of his or her office. The Board of Directors will make a determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes.

 

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Licont, Corp., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.



39 | Page




Recent Sales of Unregistered Securities

We issued 1,500,000 shares of our common stock to Mr. Gvichiya on May 27, 2011, who has been our President, Chief Executive Officer, Treasurer, and our Sole Director since our inception on May 2, 2011.  He acquired these 1,500,000 shares at a price of $0.001 per share for total proceeds to us of $1,500.00.  These shares were issued pursuant to Regulation S promulgated pursuant to the Securities Act of 1933.

The shares were issued with a Rule 144 restrictive legend.

As of September 30, 2011 Mr. Gvichiya had 1,500,000 restricted shares of common stock of Licont, Corp.

We completed an offering of 1,090,000 shares of our common stock at a price of $0.02 per share to the following 26 purchasers on September 22, 2011:

Name Of Selling Shareholder

Number of Shares

VARDAN BESALJAN

40,000

DAVID RICARDO BARBERI RIOS

35,000

ASKHAT ZHAILAUBEK

35,000

RENATO IVAN RIVERA LEON

40,000

JOSE ADRIAN RUMBEA SAULEO

45,000

LIDIA ARAVISKAYA

45,000

FAINA MALCEVA

35,000

ZVARD SOGOMONOVA

45,000

ELIZAVETA PUTYATINA

45,000

LUIS RAMIRO CHIMBORAZO TOAPANTA

40,000

NURLAN KOSMAMBETOV

35,000

HOMERO GIOVANNI PENAHERRERA ZAVALA

40,000

EDDY ANTONIO JUMA

40,000

ISABEL CELINA LEON DELGADO

35,000

ADRIAN DARIO RIVERA TCHERNIKOV

35,000

GLORIA PAMELA NOBOA MARIN

45,000

ALEXANDER DONDIKOV

45,000

ADRIANA VALERIA SAULEO CARDENAS

45,000

ALEXANDER GAVRILOV

45,000

YURIY STEPANOV

40,000

VIKTOR DONDIKOV

50,000

INNA BELIKOVA

50,000

IGOR ZHOKHOV

50,000

DARIA VISHNYAKOVA

40,000

NATALIYA STOKOLOS

50,000

OLEKSANDRA LYASHKO

40,000

The total amount received from this offering was $21,800. We completed this offering pursuant to Rule 903(b)(3) Regulation S of the Securities Act, where each offeree and purchaser was a” non-US Person,” as defined under SEC Rule 902,in transactions offshore of the US, where no directed selling efforts were made in the US and offering restrictions were implemented.



40 | Page




Exhibits

Exhibit

 

  

Number

 

Description

  

 

 

3.1

 

Articles of Incorporation

3.2

 

By-Laws

5.1

 

Opinion of W. Scott Lawler, with consent to use

10.1

 

Consulting Agreement, signed on October 3, 2011

23.1

 

Consent of Thomas J. Harris, CPA


Undertakings:

The undersigned Registrant hereby undertakes:


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


(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(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) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 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 of 1933, 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) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:


(i) If the registrant is subject to Rule 430C, 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.



41 | Page




(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 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;

 

(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 undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our 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.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, 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 counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.



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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 Stuttgart, Germany, on October 17, 2011.

Licont, Corp.


By:/s/ Andro Gvichiya
Andro Gvichiya

President, Chief Executive Officer,
Treasurer, Chief Accounting Officer, Chief Financial Officer, Sole Director and Secretary

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


SIGNATURE

CAPACITY IN WHICH SIGNED

DATE

 

 

 

/s/ Andro Gvichiya

   President, Chief Executive

October 17, 2011

 

   Officer, Treasurer,

  

Andro Gvichiya

   Chief Accounting Officer,

  

  

   Chief Financial Officer

  

  

  sole Director and Secretary

  



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Exhibit

 

  

Number

 

Description

  

 

 

3.1

 

Articles of Incorporation

3.2

 

By-Laws

5.1

 

Opinion of W. Scott Lawler Corporation, with consent to use

10.1

 

Consulting Agreement, signed on October 3, 2011

23.1

 

Consent of Thomas J. Harris, CPA

 

 

 



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Exhibit 3.1


[exhibit31002.gif]






[exhibit31004.gif]





CORPORATE CHARTER


I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that LICONT, CORP., did on May 2, 2011, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.




IN WITNESS WHEREOF, I have hereunto set my

hand and affixed the Great Seal of State, at my

office on May 2, 2011.


                                                                                     ROSS MILLER

Secretary of State

                                        



Certified By: Electronic Filing

Certificate Number: C20110502-1445

You may verify this certificate

online at http://www.nvsos.gov/






Exhibit 3.2

Bylaws
of
Licont, Corp.
(the "Corporation")

Article I
Office

The Board of Directors shall designate and the Corporation shall maintain a principal office. The location of the principal office may be changed by the Board of Directors. The Corporation also may have offices in such other places as the Board may from time to time designate. The location of the initial principal office of the Corporation shall be designated by resolution.

Article II
Shareholders Meetings

1. Annual Meetings

The annual meeting of the shareholders of the Corporation shall be held at such place within or without the State of Nevada as shall be set forth in compliance with these Bylaws. The meeting shall be held on the April 30 of each year. If such day is a legal holiday, the meeting shall be on the next business day. This meeting shall be for the election of Directors and for the transaction of such other business as may properly come before it.

2. Special Meetings

Special meetings of shareholders, other than those regulated by statute, may be called by the President upon written request of the holders of 50% or more of the outstanding shares entitled to vote at such special meeting. Written notice of such meeting stating the place, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given.

3. Notice of Shareholders Meeting

The Secretary shall give written notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, which shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at their address as it appears on the books of the Corporation, with postage thereon prepaid. Attendance at the meeting shall constitute a waiver of notice thereof.



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4. Place of Meeting

The Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation.

5. Record Date

The Board of Directors may fix a date not less than ten nor more than fifty days prior to any meeting as the record date for the purpose of determining shareholders entitled to notice of and to vote at such meetings of the shareholders. The transfer books may be closed by the Board of Directors for a stated period not to exceed fifty days for the purpose of determining shareholders entitled to receive payment of and dividend, or in order to make a determination of shareholders for any other purpose.

6. Quorum

A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At a meeting resumed after any such adjournment at which a quorum shall be present or represented, any business may be transacted, which might have been transacted at the meeting as originally noticed.

7. Voting

A holder of outstanding shares, entitled to vote at a meeting, may vote at such meeting in person or by proxy. Except as may otherwise be provided in the currently filed Articles of Incorporation, every shareholder shall be entitled to one vote for each share standing their name on the record of shareholders. Except as herein or in the currently filed Articles of Incorporation otherwise provided, all corporate action shall be determined by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

8. Proxies

At all meeting of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by their duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after six months from the date of its execution.

9. Informal Action by Shareholders

Any action required to be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof.



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Article III
Board of Directors

1. General Powers

The business and affairs of the Corporation shall be managed by its Board of Directors. The Board if Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they appropriate under the circumstances. The Board shall have authority to authorize changes in the Corporation’s capital structure.

2. Number, Tenure and Qualification

The number of Directors of the Corporation shall be a number between one and five, as the Directors may by resolution determine from time to time. Each of the Directors shall hold office until the next annual meeting of shareholders and until their successor shall have been elected and qualified.

3. Regular Meetings

A regular meeting of the Board of Directors shall be held without other notice than by this Bylaw, immediately after and, at the same place as the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than this resolution.

4. Special Meetings

Special meetings of the Board of Directors may be called by order of the Chairman of the Board or the President. The Secretary shall give notice of the time, place and purpose or purposes of each special meeting by mailing the same at least two days before the meeting or by telephone, telegraphing or telecopying the same at least one day before the meeting to each Director. Meeting of the Board of Directors may be held by telephone conference call.

5. Quorum

A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every Director shall be present, even though without any formal notice any business may be transacted

6. Manner of Acting

At all meetings of the Board of Directors, each Director shall have one vote. The act of a majority of Directors present at a meeting shall be the act of the full Board of Directors, provided that a quorum is present.

7. Vacancies

A vacancy in the Board of Directors shall be deemed to exist in the case of death, resignation, or removal of any Director, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of the shareholders, at which any Director is to be elected, to elect the full authorized number of Directors to be elected at that meeting.



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8. Removals

Directors may be removed, at any time, by a vote of the shareholders holding a majority of the shares outstanding and entitled to vote. Such vacancy shall be filled by the Directors entitled to vote. Such vacancy shall be filled by the Directors then in office, though less than a quorum, to hold office until the next annual meeting or until their successor is duly elected and qualified, except that any directorship to be filled by election by the shareholders at the meeting at which the Director is removed. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of their term of office.

9. Resignation

A director may resign at any time by delivering written notification thereof to the President or Secretary of the Corporation. A resignation shall become effective upon its acceptance by the Board of Directors; provided, however, that if the Board of Directors has not acted thereon within ten days from the date of its delivery, the resignation shall be deemed accepted.

10. Presumption of Assent

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action(s) taken unless their dissent shall be placed in the minutes of the meeting or unless he or she shall file their written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

11. Compensation

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

12. Emergency Power

When, due to a national disaster or death, a majority of the Directors are incapacitated or otherwise unable to attend the meetings and function as Directors, the remaining members of the Board of Directors shall have all the powers necessary to function as a complete Board, and for the purpose of doing business and filling vacancies shall constitute a quorum, until such time as all Directors can attend or vacancies can be filled pursuant to these Bylaws.

13. Chairman

The Board of Directors may elect from its own number a Chairman of the Board, who shall preside at all meetings of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors. The Chairman may by appointment fill any vacancies on the Board of Directors.



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Article IV
Officers

1. Number

The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected by a majority of the Board of Directors. Such other Officers and assistant Officers as may be deemed necessary may be elected or appointed by the Board of Directors. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may or may not be Directors or shareholders of the Corporation.

2. Election and Term of Office

The Officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Officer shall hold office until their successor shall have been duly elected and shall have qualified or until their death or until they shall resign or shall have been removed in the manner hereinafter provided.

3. Resignations

Any Officer may resign at any time by delivering a written resignation either to the President or to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

4. Removal

Any Officer or agent may be removed by the Board of Directors whenever in its judgment the best interests Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or agent shall not of itself create contract rights. Any such removal shall require a majority vote of the Board of Directors, exclusive of the Officer in question if he or she is also a Director.

5. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, or is a new office shall be created, may be filled by the Board of Directors for the un-expired portion of the term.

6. President

The president shall be the chief executive and administrative Officer of the Corporation. He or she shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, at meetings of the Board of Directors. He or she shall exercise such duties as customarily pertain to the office of President and shall have general and active supervision over the property, business, and affairs of the Corporation and over its several Officers, agents, or employees other than those appointed by the Board of Directors. He or she may sign, execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations, and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.



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7. Vice President

The Vice President shall have such powers and perform such duties as may be assigned to him by the Board of Directors or the President. In the absence or disability of the President, the Vice President designated by the Board or the President shall perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts any other obligations pertaining to the regular course of their duties.

8. Secretary

The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors and, to the extent ordered by the Board of Directors or the President, the minutes of meeting of all committees. He or she shall cause notice to be given of meetings of stockholders, of the Board of Directors, and of any committee appointed by the Board. He or she shall have custody of the corporate seal and general charge of the records, documents and papers of the Corporation not pertaining to the performance of the duties vested in other Officers, which shall at all reasonable times be open to the examination of any Directors. He or she may sign or execute contracts with the President or a Vice President thereunto authorized in the name of the Corporation and affix the seal of the Corporation thereto. He or she shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

9. Treasurer

The Treasurer shall have general custody of the collection and disbursement of funds of the Corporation. He or she shall endorse on behalf of the Corporation for collection check, notes and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as the Board of Directors may designate. He or she may sign, with the President or such other persons as may be designated for the purpose of the Board of Directors, all bills of exchange or promissory notes of the Corporation. He or she shall enter or cause to be entered regularly in the books of the Corporation full and accurate account of all monies received and paid by him on account of the Corporation; shall at all reasonable times exhibit his (or her) books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and, whenever required by the Board of Directors or the President, shall render a statement of his (or her) accounts. The Treasurer shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

10. Other Officers

Other Officers shall perform such duties and shall have such powers as may be assigned to them by the Board of Directors.

11. Salaries

Salaries or other compensation of the Officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate Officers or agents. No Officer shall be prevented from receiving any such salary or compensation by reason of the fact the he or she is also a Director of the Corporation.



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12. Surety Bonds

In case the Board of Directors shall so require, any Officer or agent of the Corporation shall execute to the Corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his (or her) duties to the Corporation, including responsibility for negligence and for the accounting for all property, monies or securities of the Corporation, which may come into his (or her) hands.

Article V
Contracts, Loans, Checks and Deposits

1. Contracts

The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

2. Loans

No loan or advance shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance, indebtedness or liability of the Corporation unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.

3. Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by an Officer or agent of the Corporation authorized to do so by the Board of Directors.

4. Checks and Drafts

All notes, drafts, acceptances, checks, endorsements and evidence of indebtedness of the Corporation shall be signed by such Officer or Officers or such agent or agents of the Corporation and in such manner as the Board of Directors from timer to time may determine. Endorsements for deposits to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors may from time to time determine.

5. Bonds and Debentures

Every bond or debenture issued by the Corporation shall be in the form of an appropriate legal writing, which shall be signed by the President or Vice President and by the Treasurer or by the Secretary, and sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized Officer of the Corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the Corporation’s Officers named thereon may be facsimile. In case any Officer who signed, or whose facsimile signature has been used on any such bond or debenture, shall cease to be an Officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture may nevertheless by adopted by the Corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such Officer.



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Article VI
Capital Stock

1. Certificate of Share

The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the President. The signatures of such Officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or one of its employees. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

2. Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his (or her) legal representative, who shall furnish proper evidence of authority to transfer, or by his (or her) attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

3. Transfer Agent and Registrar

The Board of Directors of the Corporation shall have the power to appoint one or more transfer agents and registrars for the transfer and registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and registered by one or more of such transfer agents and registrars.

4. Lost or Destroyed Certificates

The Corporation may issue a new certificate to replace any certificate theretofore issued by it alleged to have been lost or destroyed. The Board of Directors may require the owner of such a certificate or his (or her) legal representative to give the Corporation a bond in such sum and with such sureties as the Board of Directors may direct to indemnify the Corporation as transfer agents and registrars, if any, against claims that may be made on account of the issuance of such new certificates. A new certificate may be issued without requiring any bond.

5. Registered Shareholders

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof, in fact, and shall not be bound to recognize any equitable or other claim to or on behalf of this Corporation to any and all of the rights and powers incident to the ownership of such stock at any such meeting, and shall have power and authority to execute and deliver proxies and consents on behalf of this Corporation in connection with the exercise by this Corporation of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time, may confer like powers upon any other person or persons.



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Article VII
Indemnification

No Officer or Director shall be personally liable for any obligations of the Corporation or for any duties or obligations arising out of any acts or conduct of said Officer or Director performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and their heirs and administrators who shall serve at any time hereafter as a Director or Officer of the Corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a Director or Officer of the Corporation, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him as such Director or Officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the Nevada Revised Statutes; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his (or her) own negligence or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which he or she may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The Corporation, its Directors, Officers, employees and agents shall be fully protected in taking any action or making any payment, or in refusing so to do in reliance upon the advice of counsel.

Article VIII
Notice

Whenever any notice is required to be given to any shareholder or Director of the Corporation under the provisions of the Articles of Incorporation, or under the provisions of the Nevada Statutes, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a waiver of notice of such meetings, except where attendance is for the express purpose of objecting to the holding of that meeting.

Article IX
Amendments

These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a majority of the entire Board of Directors at any regular or special meeting. Any Bylaw adopted by the Board may be repealed or changed by the action of the shareholders.



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Article X
Fiscal Year

The fiscal year of the Corporation shall be fixed and may be varied by resolution of the Board of Directors.

Article XI
Dividends

The Board of Directors may at any regular or special meeting, as they deem advisable, declare dividends payable out of the surplus of the Corporation.

Article XII
Corporate Seal

The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the year of incorporation per sample affixed hereto.

Dated May 2, 2011                                                                       Licont, Corp.        


/S/ Andro Gvichiya

Andro Gvichiya
President




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EXHIBIT 5.1


W. SCOTT LAWLER

ATTORNEY AT LAW

3550 N. Central Ave., Suite 1025

Phoenix, AZ 85012

Telephone: 602-466-3666

Facsimile: 602-633-1617



October 17, 2011



Board of Directors

LICONT CORP.


Dear Board Members:


Licont Corp., a Nevada corporation (the “Company”), has asked me to opine on the legality of the sale of 1,090,000 shares of common stock in connection with the registration under the Securities Act of 1933 (the “Securities Act”) of such 1,090,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), as described below.  A registration statement on Form S-1 has been prepared by the Company and will be filed with the Securities and Exchange Commission on or about October 17, 2011 (the “Registration Statement”).  This opinion shall be filed with the Registration Statement.


The Registration Statement seeks the registration of 1,090,000 shares of the Common Stock (the “Registered Shares”). The Registered Shares are to be offered to the public by a shareholder of the Company without the use of any underwriters, at a fixed price.


In connection with rendering this opinion I have examined copies of the Registration Statement and all exhibits thereto as well as the amendments to the Registration Statement.  I have also examined and relied upon the original, or copies certified to my satisfaction, of (i) the Articles of Incorporation and the Bylaws of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Registered Shares and related matters, and (iii) such other agreements and instruments relating to the Company as I deemed necessary or appropriate for purposes of the opinion expressed herein.  In rendering such opinion, I have made such further investigation and inquiries relevant to the transactions contemplated by the Registration Statement as I have deemed necessary for the opinion expressed herein, and I have relied, to the extent I deemed reasonable, on certificates and certain other information provided to me by officers of the Company and public officials as to matters of fact of which the maker of such certificate or the person providing such other information had knowledge.


Furthermore, in rendering my opinion, I have assumed that the signatures on all documents examined by me are genuine, that all documents and corporate record books submitted to me as originals are accurate and complete, and that all documents submitted to me are true, correct and complete copies of the originals thereof.


Based upon the foregoing, I am of the opinion that upon the declaration of effectiveness of the Registration Statement, the Registered Shares, when sold pursuant to the Company’s prospectus, will be legally issued, fully paid and non-assessable.


This opinion has been prepared in connection with the Registration Statement. I hereby consent to being referenced under the caption “Legal and Tax Matters”, and the inclusion of this opinion as an exhibit to the Registration Statement.


Sincerely,



/s/ W. SCOTT LAWLER

W. Scott Lawler, Esq.





Exhibit 10.1




CONSULTING AGREEMENT


This Consulting Agreement (the "Agreement") is entered into this 03 October, 2011 by and between Pavel Rozum, an individual, ("Consultant") and Licont, Corp. (the "Company").


RECITALS


WHEREAS, the Company is in need of assistance in the mobile software application development area; and


WHEREAS, Consultant has agreed to perform consulting work for the Company in providing mobile application software development support and consulting services and other related activities as directed by the Company;


NOW, THEREFORE, the parties hereby agree as follows:


1.  Consultant's Services.  Consultant shall be available and shall provide to the Company professional consulting services in the area of mobile application software development ("Consulting services") as requested.


2.  Consideration.


A.  RATE.  In consideration for the Consulting Services to be performed by Consultant under this Agreement, the Company will pay Consultant at the rate of $10.00 USD per hour for time spent on Consulting Services. Consultant shall submit written, signed reports of the time spent on performing Consulting Services, itemizing in reasonable detail the dates on which services were performed, the number of hours spent on such dates and a brief description of the services rendered.  The Company shall pay Consultant the amounts due pursuant to submitted reports within 14 days after such reports are received by the Company.


B.  EXPENSES.  Additionally, the Company will pay Consultant for the following expenses incurred while the Agreement between Consultant and the Company exists:


  -  All travel expenses to and from all work sites;

  -  Meal expenses;

  -  Administrative expenses;

  -  Lodging Expenses if work demands overnight stays; and

  -  Miscellaneous travel-related expenses (parking and tolls).


Consultant shall submit written documentation and receipts where available itemizing the dates on which expenses were incurred.  The Company shall pay Consultant the amounts due pursuant to submitted reports within 14 days after a report is received by the Company.



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3.  Independent Contractor. Nothing herein shall be construed to create and employer-employee relationship between the Company and Consultant.  Consultant is an independent contractor and not an

employee of the Company or any of its subsidiaries or affiliates.  The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder.  It is understood

that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder.  Consultant will not represent to be or hold herself out as an employee of the Company.


4.  Confidentiality.  In the course of performing Consulting Services, the parties recognize that Consultant may come in contact with or become familiar with information which the Company or its subsidiaries

or affiliates may consider confidential.  This information may include, but is not limited to, information pertaining to the Company information technology and other business systems, which information may be of value to a competitor.  Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.


5.  Term.  This Agreement shall commence on 03 October, 2011 and shall terminate on 03 October, 2012, unless earlier terminated by either party hereto.  Either party may terminate this Agreement upon Thirty (30) days prior written notice.  The Company may, at its option, renew this Agreement for an additional One (1) year term on the same terms and conditions as set forth herein by giving notice to Consultant of such intent to renew on or before 03 October, 2012.


6.  Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of Germany properly addressed to the appropriate party at the address set forth below:


A.  Notices to Consultant: Pfaffenwaldring 42A- 501 Stuttgart, Germany 70569.

B.  Notices to the Company: Gundelsheimer str. 44 Stuttgart, Germany 70437.


7.  Miscellaneous.


7.1 Entire Agreement and Amendments.  This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.  No amendment or extension of the Agreement shall be binding unless in writing and signed by both parties.


7.2 Binding Effect, Assignment.  This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Company and to the Company's successors and assigns.  Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.


7.3 Governing Law, Severability.  This Agreement shall be governed by the laws of the State of Germany.  The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision.


WHEREFORE, the parties have executed this Agreement as of the date first written above.


By:


/S/ Pavel Rozum

Pavel Rozum, Consultant


By:


/S/ Andro Gvichiya

Andro Gvichiya, President



2




Exhibit 23.1




THOMAS J. HARRIS

CERTIFIED PUBLIC ACCOUNTANT

3901 STONE WAY N., SUITE 202

SEATTLE, WA  98103

206.547.6050








REGISTERED AUDITOR'S CONSENT




   I, Thomas J. Harris, CPA, of 3901 Stone Way North, Suite # 202, Seattle, WA. 98103, do hereby consent to the use of my reports dated October 13, 2011 on the financial statements of Licont Corp. as of September 30, 2011 be included in and made part of any filing to be filed with the U. S. Securities and Exchange Commission.  I also consent to your use of my name as an expert in the appropriate sections of those filings.


Dated this 13th day of October, 2011.


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Thomas J. Harris

Certified Public Accountant