As filed with the Securities and Exchange Commission on  October 22, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Amendment No. 2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Lightcollar, Inc.

Box 973 #264 – 3^rd Ave West

Unity, SK, S0K 4L073 Buck Road, Suite 2

Telephone: (306) 228 3262Huntingdon Valley, PA 19006

Robert J. Burnett

Parsons/Burnett/Bjordahl/Hume, LLP

505 W. Riverside Avenue, Suite 500

Spokane, WA 99201

(509) 252-5066(215) 613-1111

(AgentAddress and telephone number of principal executive offices)

Steve Rubakh, Chief Executive Officer

Integrated Ventures, Inc.

73 Buck Road, Suite 2

Huntingdon Valley, PA 19006

(215) 613-1111

(Name, address, including zip code, and telephone number, including area code, of agent for Service of Process)service)

Approximate date of commencement of proposed sale to the public:Copies to:

Michael Paige

Michael Paige Law PLLC

2300 N Street, NW, Suite 300

Washington, DC 20037

(202) 363-4791

Fax: (202) 457-1678

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:

 As soon as practicable after this Registration Statementregistration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]☒

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

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering          [  ]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 Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reportingIf an emerging growth company,

[X]

Calculation of Registration Fee

(1)

Estimated solely indicate by check mark if the registrant has elected not to use the extended transition period for the purpose of computing the registration fee pursuantcomplying with any new or revised financial accounting standards provided to Rule 457Section 7(a)(2)(B) of the Securities Act. ☐

(2)

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

CALCULATION OF REGISTRATION FEE

___________ 

The Registrantregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant 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 thethis registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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

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Prospectus

LIGHTCOLLAR, INC.

Date of Prospectus:  [subject to completion]

10,000,000 Shares of Common Stock

$0.01 per share

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

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

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

This Offering will terminate 180 days from the effective date of this Prospectus (the “Termination Date”), unless extended by the Board of Directors for an additional 90 days, although we may close the Offering on any date prior to the Termination Date if the Offering is fully subscribed or upon the vote of the Board of Directors.  Reasons the Board may consider in determining whether to extend or terminate the Offering may include, but are not limited to: amount of funds raised, potential to raise additional capital, and response to the Offering as of that date.

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

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

The information in this Prospectusprospectus is not complete and may be changed. The CompanyWe may not sell the Sharesthese securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) is effective. This Prospectusprospectus is not an offer to sell the Shares northese securities and is it a solicitation ofnot soliciting an offer to buy the Sharesthese securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER 22, 2020

Integrated Ventures, Inc.

36,426,000 Shares of Common Stock

OTCQB trading symbol for the common stock: INTV

This prospectus relates to the resale by the selling stockholder identified in the prospectus of up to 33,600,000 shares of our common stock, that are issuable upon the exercise of certain convertible promissory notes (“Notes”) issued in a private placement.

We are not selling any shares of common stock and will not receive any proceeds from the sale of the common stock by the selling stockholder under this prospectus.

We have agreed to bear all of the expenses incurred in connection with the registration of these shares of common stock and the shares issuable upon conversion of the Notes. The selling stockholder will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the shares.

The selling stockholder identified in this prospectus may offer the shares from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more information about how the selling stockholder may sell their shares of common stock in the section titled “Plan of Distribution” beginning on page 16 of this prospectus. We will not be paying any underwriting discounts or commissions in connection with any offering of shares of common stock under this prospectus.

Our common stock is traded on the OTCQB market under the symbol “INTV.” On October 22, 2020, the last reported sale price per share of our common stock was $0.02126 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the SECSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the sufficiencydetermined if this prospectus is truthful or accuracy of this Prospectus.complete. Any representation to the contrary is a criminal offense.

The Company does not plan to usedate of this offering Prospectus prior to the effective date.prospectus is                   , 2020.

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 dealers' obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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TABLE OF CONTENTS

Item 3.  Summary

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

Information regarding market and Risk Factorsindustry statistics contained in this prospectus is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, you should not place undue reliance on these forward-looking statements.

3

Risk Factors

4

Item 4.  UseThe forward-looking statements in this prospectus speak only as of Proceeds

11

Item 5.  Determinationthe date of Offering Price

13

Item 6.  Dilution

13

Item 7. Selling Security Holders

13

Item 8.  Planthis prospectus and you should not to place undue reliance on any forward-looking statements. Forward-looking statements are subject to certain events, risks, and uncertainties that may be outside of Distribution

14

Item 9.  Description of Securitiesour control. When considering forward-looking statements, you should carefully review the risks, uncertainties and other cautionary statements in this prospectus as they identify certain important factors that could cause actual results to be Registered

14

Item 10.  Interests of Named Expertsdiffer materially from those expressed in or implied by the forward-looking statements. These factors include, among others, the risks described under in this prospectus, including those described under “Business,” “Risk Factors” and Counsel

16

Item 11.  Information With Respect to Registrant

16

Description of Business

16

Description of Properties

18

Legal proceedings

18

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

18

Financial Statements

19

���Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations” as well as in other reports and documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.

32

Directors, Executive Officers, Promoters, and Control Persons

35

Executive Compensation

36

Director Compensation

36

Security OwnershipRISK FACTORS

An investment in our common stock involves a high degree of Certain Beneficial Owners and Management

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Certain Relationships and Related Transactions and Director Independence

37

Item 11A.  Material Changes

37

Item 12.  Incorporation of Certain Information by Reference

37

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

37

While these forward-looking statements, The risks set forth below are not the only risks facing us. Additional risks and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction ofuncertainties may exist that could also adversely affect our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptionsprospects or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we do not intend to updateoperations. If any of the forward-looking statements to conform these statements to actual results.following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or a significant part of your investment.

General Information about the CompanyRisks Concerning our Business

BECAUSE WE ARE AN EARLY-STAGE - COMPANY WITH MINIMAL REVENUE AND A HISTORY OF LOSSES AND WE EXPECT TO CONTINUE TO INCUR SUBSTANTIAL LOSSES FOR THE FORESEEABLE FUTURE, WE CANNOT ASSURE YOU THAT WE CAN OR WILL BE ABLE TO OPERATE PROFITABLY.

We were incorporated in the State of Nevada as Lightcollar, Inc. on March 22, 2011.  Our fiscal year end is March 31.  We are a development stage company.  We have minimal assets, no revenues and have incurred losses since inception.our organization, and are subject to the risks common to start-up, pre-revenue enterprises, including, among other factors, undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. We do not plancannot assure you that we will be able to engage inoperate profitably or generate positive cash flow. If we cannot achieve profitability, we may be forced to cease operations and you may suffer a merger or acquisition with any other company or entity.  We do not have any plans to acquire any other business, nor dototal loss of your investment.

AN INVESTMENT IN THE COMPANY MUST BE CONSIDERED SPECULATIVE SINCE OUR OPERATIONS ARE DEPENDENT ON THE MARKET VALUE OF BITCOIN.

Our operations are dependent on the continued viable market performance of cryptocurrencies that we have any intentions of using investor funds or any other Company resources for such purposes.

Lightcollar intends to market and, sellin particular, the market value of Bitcoin. The decision to pursue blockchain and digital currency businesses exposes the Company to risks associated with a new and untested strategic direction. Under the current accounting rules, cryptocurrency is not cash, currency or a financial asset, but an illuminated animal collar pendantindefinite-lived intangible asset; declines in the market price of cryptocurrencies would be included in earnings, whereas increases in value beyond the original cost or recoveries of previous declines in value would not be captured. The prices of digital currencies have varied wildly in recent periods and reflects “bubble” type volatility, meaning that high prices may have little or no merit, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation and media reporting.

WE DEPEND HEAVILY ON OUR CHIEF EXECUTIVE OFFICER, AND HIS DEPARTURE COULD HARM OUR BUSINESS.

The expertise and efforts of Steve Rubakh, our Chief Executive Officer, are critical to the US and Canadian market primarily via internet web sales.  We will do this by establishing a relationship with an already successful existing product supplier/manufacturer.  Lightcollar does not have any agreements with any suppliers or manufacturers, nor does it have any agreements with customers to purchase any products from the Company.

Although Lightcollar is a new firm, its sole Officer and Director has experience in many aspectssuccess of internet-basedour business. The company’s director has experience developing webpages, online shopping-carts,loss of Mr. Rubakh’s services could significantly undermine our management expertise and affiliate website marketing strategies.     The company has not identified, or negotiated with, a manufacturer; however, the President is actively searching, and intendsour ability to establish working relations with a suitable manufacturer as soon as possible.   operate our Company.

OUR AUDITORS’ REPORT INCLUDES A GOING CONCERN PARAGRAPH.

Our financial statements include a going-concern qualification from inception on March 22, 2011 through our first fiscal period ended March 31, 2011, report no revenues and a net loss of $(2,012).   We may be unable to generate revenues in the first 12 months of operation.  Our independent registered public accountant has issued an audit opinion for our Companyauditors, which includes a statement expressing substantialexpresses doubt as toabout our ability to continue as a going concern. The Company will need approximately $25,000 to continue operations for the next 12 months.

The domain name “lightcollar.com” was originally registered by the Company’s President but has since been transferred to the Company.   

Contact Information:

Lightcollar, Inc.

Box 973 #264 – 3^rd Ave West

Unity, SK, S0K 4L0

Telephone: (306) 228 3262

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The Offering

This Prospectus covers the offering of 10,000,000 shares of Lightcollar common stock.  The Shares will be offeredWe have operated at a fixed price of $0.01 per share.  Our sole Officer, Director and Shareholder does not own any of the Shares being offered.  Our sole Officer, Director and Shareholder owns 2,000,000 restricted shares of the Company’s common stock, or 100% of the issued and outstanding common stock of the Company prior to this Offering.

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

Risk Factors

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

1.

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

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

2.

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

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

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depend upon numerous factors.  Some of these factors, such as market acceptance of our product and competition, are beyond our control.

3.

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

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

4.

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

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

5.

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

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

6.

Because our sole Officer and Director is a Canadian resident, and our primary offices are located in Canada, difficulty may arise in attempting to effect service or process in Canada.

Because our sole director and officer is a Canadian resident, and our main offices are located in Canada, difficulty may arise in attempting to effect service or process on either the Company or the Officer/Director or in enforcing a judgment against Lightcollar’s assets located outside of the United States.  These difficulties may include: difficulty, by Company shareholders, in enforcing any judgments obtained, in United States’ courts, based upon the civil liability provisions of

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the U.S. federal securities laws; difficulty, by Company shareholders, in enforcing U.S. federal securities laws based judgments, against our sole Officer and Director in foreign courts; and difficulty, by Company shareholders, in bringing an original action in foreign courts for the purposes of enforcing, against our sole Officer and Director, U. S. federal securities laws based judgments.

7.

Our Sole Officer and Director Has Previously Been An Officer of  a Public Company Which Did Not Generate Any Revenues

Our sole Officer and Director (Mr. Mills) served as an officer and director for Bullion River Gold Corp. (f/k/a Dynasty International, Inc.) from February 25, 2002 to December 1, 2003.  During this time, Bullion did not participate in any revenue-generating operations.  Following his resignation, Bullion undertook an asset acquisition and change in management.  Bullion has since ceased to fully report with the SEC.  

There is no guarantee Mr. Mills will lead the Company to generating any revenues or will meet the SEC reporting requirements that will apply to the Company upon effectiveness of the registration statement of which this Prospectus forms a part.  The failure of Mr. Mills lead the Company to generating revenues, or to timely file reports required by the SEC, will likely have materially adverse affects on the Company’s business and ability to continue active operations.

8.

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

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

9.

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

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

10.

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

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

1.

negotiate and maintain contracts and agreements with acceptable terms;

2.

hire and train qualified personnel;

3.

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

4.

maintain an affordable labor force.

11.

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

Developing our business will require additional capital in the future.  To meet our capital needs, we expect to rely on our cash flow from operations and, potentially, third-party financing.  Third-party financing may not, however, be available

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on terms favorable to us, or at all.  Our ability to obtain additional third party funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt or conduct additional offerings of our equity or debt securities.operations. These factors, may make the timing, amount, terms and conditions of additional financings unattractive.  Our inability toamong others, raise capital could impede our growth.

12.

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

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

13.

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

Presently, the Company’s sole Officer, Director and Shareholder beneficially owns 2,000,000 (100%) shares of the outstanding common stock of the Company.  Because of such ownership, investors in this Offering will have limited control over matters requiring approval by Lightcollar shareholders, including the election of directors.  Because there is no minimum amount required to be raised under this Offering, there is no guarantee that our current sole Shareholder, sole Officer and Director will own less than a majority of the issued and outstanding shares after the completion or termination of this Offering.  Even if our current sole Shareholder does own less than a majority of our issued and outstanding shares of common stock following this Offering, he may still remain the single largest beneficial owner of our issued and outstanding shares of common stock.  In addition, certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control of the Company.  For example, Nevada law provides that approval of a majority of the stockholders is required to remove a director, which may make it more difficult for a third party to gain control of the Company.  This concentration of ownership limits the power to exercise control by the minority shareholders.

14.

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

Our independent auditors have raised substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that take into consideration the uncertainty of our ability to continue operations.

Risks Relating Generally to Our Operations and Technology

CURRENTLY, THERE IS RELATIVELY LIMITED USE OF BITCOIN IN THE RETAIL AND COMMERCIAL MARKETPLACE IN COMPARISON TO RELATIVELY LARGE USE BY SPECULATORS, THUS CONTRIBUTING TO PRICE VOLATILITY THAT COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

Bitcoin has only recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets and use of Bitcoin by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of Bitcoin demand is generated by speculators and investors seeking to profit from the short- or long-term holding of Bitcoin. Many industry commentators believe that Bitcoin’s best use case is as a store of wealth, rather than as a currency for transactions, and that other cryptocurrencies having better scalability and faster settlement times will better serve as currency. This could limit Bitcoin’s acceptance as transactional currency. A lack of expansion by Bitcoin into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in the Bitcoin Index Price, either of which could adversely affect our results of operations.

WE ARE RELIANT ON POOLS OF USERS OR MINERS THAT ARE THE SOLE OUTLET FOR SALES OF CRYPTOCURRENCIES THAT WE MINE.

We do not have the ability to sell our cryptocurrency production directly on the exchanges or markets that are currently where cryptocurrencies are purchased and traded. Pools are operated to pool the production on a daily basis of companies mining cryptocurrencies, and these pools are our sole means of selling our production of cryptocurrencies. Absent access to such pools, we would be forced to seek a different method of access to the cryptocurrency markets. There is no assurance that we could arrange any alternate access to dispose of our mining production.

WE MAY NOT BE ABLE TO RESPOND QUICKLY ENOUGH TO CHANGES IN TECHNOLOGY AND TECHNOLOGICAL RISKS, AND TO DEVELOP OUR INTELLECTUAL PROPERTY INTO COMMERCIALLY VIABLE PRODUCTS.

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our planned products obsolete or less attractive. Our mining equipment may become obsolete, and our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. We cannot provide assurance that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete.

WE ARE INCREASINGLY DEPENDENT ON INFORMATION TECHNOLOGY SYSTEMS AND INFRASTRUCTURE (CYBER SECURITY).

Our operations are potentially vulnerable to breakdown or other interruption by fire, power loss, system malfunction, unauthorized access and other events such as computer hackings, cyber-attacks, computer viruses, worms or other destructive or disruptive software. Likewise, data privacy breaches by persons with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. It is critical that our systems provide a continued and uninterrupted performance for our business to generate revenues. There can be no assurance that our efforts will prevent significant breakdowns, breaches in our systems or other cyber incidents that could have a material adverse effect upon our business, operations or financial condition of the Company.

IF WE ARE UNABLE TO ATTRACT, TRAIN AND RETAIN TECHNICAL AND FINANCIAL PERSONNEL, OUR BUSINESS MAY BE MATERIALLY AND ADVERSELY AFFECTED.

Our future success depends, to a significant extent, on our ability to attract, train and retain key management, technical, regulatory and financial personnel. Recruiting and retaining capable personnel with experience in pharmaceutical products is vital to our success. There is substantial competition for qualified personnel, and competition is likely to increase. We cannot assure you that this will not impair our ability to raise capital on acceptable terms, if at all.  Additionally, we cannot assure you that we will ever achieve significant revenuesbe able to attract or retain the technical and remain a going concern.  For the period from inception, March 22, 2011, to the period ended March 31, 2011, the Company had not generated any revenues and had incurred net loss of $(2,012).  The Company will likely need $25,000 to continue its operations for the next 12 months.

15.

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

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

16.

Lack Of Comprehensive And Reliable National Pet-Owner Statistics

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

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area may have a negative effect on the company’s ability to formulate a reliable marketing plan, make sales and revenue forecasts, and prepare budgets.

17.

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

Due to a lack of reliable data Lightcollar does not, at this time, have a complete understanding of either the competitive conditions or the methods of competition in the pet fashion/safety marketplace.  The lack of data is further complicated by the fact that it is difficult, if not impossible, to draw conclusions by making comparisons between dissimilar products in the marketplace.financial personnel we require. If we are unable to garner a better understanding of our intended market such to allow us to implementattract and retain qualified employees, our business planmay be materially and compete successfully in a niche market,adversely affected.

THE SEC IS CONTINUING ITS PROBES INTO PUBLIC COMPANIES THAT APPEAR TO INCORPORATE AND SEEK TO CAPITALIZE ON THE BLOCKCHAIN TECHNOLOGY, AND MAY INCREASE THOSE EFFORTS WITH NOVEL REGULATORY REGIMES AND DETERMINE TO ISSUE ADDITIONAL REGULATIONS APPLICABLE TO THE CONDUCT OF OUR BUSINESS OR BROADENING DISCLOSURES IN OUR FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934.

As the SEC stated previously, it will likely have a materially negative affect on our abilityis continuing to generate sufficient revenues to stay in businessscrutinize and we may cease to actively operate our business.

18.

Competitors With More Resources May Force Us Out Of Business

Competitioncommence enforcement actions against companies, advisors and investors involved in the industry will likely be based primarily on reputation, product qualityoffering of cryptocurrencies and price.  Aggressive pricing, better quality products introducedrelated activities. At least one Federal Court has held that cryptocurrencies are “securities” for certain purposes under the Federal Securities Laws.

According to a recent report published by already existing pet product suppliers and/Lex Machina, securities litigation in general and those that are related to blockchain, cryptocurrency or bitcoin specifically, showed a marked increase during the entrancefirst two quarters of new competitors2018 as compared to 2017. The total number of securities cases that referenced “blockchain,” “cryptocurrency” or “bitcoin” in the pleadings tripled in the first half of 2018 alone compared to 2017.On the same day, the SEC announced its first charge against unregistered broker-dealers for selling digital tokens after the SEC issued The DAO Report in 2017. The SEC charged TokenLot LLC (TokenLot), a self-described “ICO Superstore”, and its owners, Lenny Kugel and Eli L. Lewitt, with failing to register as broker-dealers. On November 16, 2018 the SEC settled with two cryptocurrency startups, and reportedly has more than 100 investigations into our markets could reduce our revenuecryptocurrency related ventures, according to a codirector of the SEC’s enforcement. As the regulatory and profit margins.  If we are unable to generate enough revenues to staylegal environment evolves, the Company may in business we may cease to actively operate our business.

19.

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

If weits mining activities become subject to new laws, and further regulation by the reporting requirementsSEC and other federal and state agencies.

Recently, the SEC on February 11, 2020, filed charges against an Ohio-based businessman who allegedly orchestrated a digital asset scheme that defrauded approximately 150 investors, including many physicians. The agency alleges that Michael W. Ackerman, along with two business partners, raised at least $33 million by claiming to investors that he had developed a proprietary algorithm that allowed him to generate extraordinary profits while trading in cryptocurrencies. The SEC’s complaint alleges that Ackerman misled investors about the performance of his digital currency trading, his use of investor funds, and the safety of investor funds in the Q3 trading account. The complaint further alleges that Ackerman doctored computer screenshots taken of Q3’s trading account to create. In reality, as alleged, at no time did Q3’s trading account hold more than $6 million and Ackerman was personally enriching himself by using $7.5 million of investor funds to purchase and renovate a house, purchase high end jewelry, multiple cars, and pay for personal security services.

In another recent action filed on March 16, 2020, the SEC obtained an asset freeze and other emergency relief to halt an ongoing securities fraud perpetrated by a former state senator and two others who bilked investors in and outside the U.S. and obtained an asset freeze and other emergency relief to halt an ongoing securities fraud perpetrated by a former state senator and two others who bilked investors in and outside the U.S. The SEC’s complaint alleges that Florida residents Robert Dunlap and Nicole Bowdler worked with former Washington state senator David Schmidt to market and sell a purported digital asset called the “Meta 1 Coin” in an unregistered securities offering, conducted through the Meta 1 Coin Trust. The complaint alleges that the defendants made numerous false and misleading statements to potential and actual investors, including claims that the Meta 1 Coin was backed by a $1 billion art collection or $2 billion of gold, and that an accounting firm was auditing the gold assets. The defendants also allegedly told investors that the Meta 1 Coin was risk-free, would never lose value and could return up to 224,923%. According to the complaint, the defendants never distributed the Meta 1 Coins and instead used investor funds to pay personal expenses and for other personal purposes.

BANKS AND FINANCIAL INSTITUTIONS MAY NOT PROVIDE BANKING SERVICES, OR MAY CUT OFF SERVICES, TO BUSINESSES THAT PROVIDE DIGITAL CURRENCY-RELATED SERVICES OR THAT ACCEPT DIGITAL CURRENCIES AS PAYMENT, INCLUDING FINANCIAL INSTITUTIONS OF INVESTORS IN OUR SECURITIES.

A number of companies that provide bitcoin and/or other digital currency-related services have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with digital currencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response to government action, particularly in China, where regulatory response to digital currencies has been particularly harsh. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide bitcoin and/or derivatives on other digital currency-related services have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of digital currencies as a payment system and harming public perception of digital currencies, and could decrease their usefulness and harm their public perception in the future. 

IT MAY BE ILLEGAL NOW, OR IN THE FUTURE, TO ACQUIRE, OWN, HOLD, SELL OR USE BITCOIN, ETHEREUM, OR OTHER CRYPTOCURRENCIES, PARTICIPATE IN THE BLOCKCHAIN OR UTILIZE SIMILAR DIGITAL ASSETS IN ONE OR MORE COUNTRIES, THE RULING OF WHICH COULD ADVERSELY AFFECT THE COMPANY.

Although currently Bitcoin, Ethereum, and other cryptocurrencies, the Blockchain and digital assets generally are not regulated or are lightly regulated in most countries, including the United States, one or more countries such as China and Russia may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use these digital assets or to exchange for fiat currency. Such restrictions may adversely affect the Company. Such circumstances could have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, which could have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account and harm investors.

If regulatory changes or interpretations require the regulation of Bitcoin or other digital assets under the securities laws of the United States or elsewhere, including the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”) and the Investment Company Act of 1940 or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading Commission (the “CFTC”), we will incur ongoing expenses associatedthe Internal Revenue Service (“IRS”), Department of Treasury or other agencies or authorities, the Company may be required to register and comply with professional fees for accounting, legalsuch regulations, including at a state or local level. To the extent that the Company decides to continue operations, the required registrations and other related expenses for periodic and annual reports, proxy statements and other reporting and disclosure requirements underregulatory compliance steps may result in extraordinary expense or burdens to the Exchange Act.  We estimateCompany. The Company may also decide to cease certain operations. Any disruption of the Company’s operations in response to the changed regulatory circumstances may be at a time that these accounting, legal and other professional costsis disadvantageous to the Company.

OUR DIGITAL CURRENCIES MAY BE SUBJECT TO LOSS, THEFT OR RESTRICTION ON ACCESS.

There is a risk that some or all of our digital currencies could be $15,000lost or more per year for the next few years, and will be higher if our business volume and activity increases, but lower during the first yearsstolen. Digital currencies are stored in digital currency sites commonly referred to as “wallets” by holders of being public because our overall business volume will be lower.

20.

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

Directors and officers of publicly reporting companies are increasingly concerned with the extent of their personal exposure to lawsuits and shareholder claims, as well as governmental and creditor claimsdigital currencies which may be made against them, particularlyaccessed to exchange a holder’s digital currency assets. Hackers or malicious actors may launch attacks to steal, compromise or secure digital currencies, such as by attacking the digital currency network source code, exchange miners, third-party platforms, cold and hot storage locations or software, or by other means. We may be in viewcontrol and possession of recent changesone of the more substantial holdings of digital currency. As we increase in laws imposing additional duties, obligationssize, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect our operations and, liabilitiesconsequently, our investments and profitability. The loss or destruction of a private key required to access our digital wallets may be irreversible and we may be denied access for all time to our digital currency holdings or the holdings of others held in those compromised wallets. Our loss of access to our private keys or our experience of a data loss relating to our digital wallets could adversely affect our investments and assets.

INCORRECT OR FRAUDULENT DIGITAL CURRENCY TRANSACTIONS MAY BE IRREVERSIBLE.

Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a digital currency or a theft thereof generally will not be reversible and we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our digital currency rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Further, at this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen digital currency. To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on managementour ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations of and directors.  Due to these perceived risks, directorspotentially the value of any bitcoin or other digital currencies we mine or otherwise acquire or hold for our own account.

WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR NEED FOR SIGNIFICANT ELECTRICAL POWER. GOVERNMENT REGULATORS MAY POTENTIALLY RESTRICT THE ABILITY OF ELECTRICITY SUPPLIERS TO PROVIDE ELECTRICITY TO MINING OPERATIONS, SUCH AS OURS.

The operation of a bitcoin or other digital currency mine can require massive amounts of electrical power. We are reliant on PetaWatt Properties, LLC, located in Carthage, NY for the power supply for our mining operations. Our mining operations can only be successful and officersultimately profitable if the costs, including electrical power costs, associated with mining a bitcoin are also becoming increasingly concerned withlower than the availabilityprice of directors` and officers` liability insurance to paya bitcoin. As a result, any mine we establish can only be successful if we can obtain sufficient electrical power for that mine on a timelycost-effective basis with a reliable supplier, and our establishment of new mines requires us to find locations where that is the costs incurredcase. There may be significant competition for suitable mine locations, and government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations in defending such claims.  We currently do not carry directors` and officers` liability insurance.times of electricity shortage, or may otherwise potentially restrict or prohibit the provision or electricity to mining operations. If we are unable to provide sufficient directors`receive adequate power supply and officers` liability insuranceare forced to reduce our operations due to the availability or cost of electrical power, our business would experience materially negative impacts.

WE HAVE INCREASED OUR INVESTMENTS IN CRYPTOCURRENCIES, THE MARKET VALUE OF WHICH MAY BE SUBJECT TO SIGNIFICANT FLUCTUATIONS

When funds are available and market conditions allow, current strategy is to invest in certain denominations of cryptocurrencies to complement our mining operations. We consider these investments similar to marketable securities where we purchase and hold the cryptocurrencies for sale. We report realized gains and losses on the sales of cryptocurrencies and mark our portfolio of cryptocurrencies to market at affordable ratesthe end of each quarterly reporting period, reporting unrealized gains or at all, itlosses on the investments. The market value of these investments may become increasingly more difficultfluctuate materially, and we may be subject to attract and retain qualified officers and directorsinvestment losses on the change in market value.

Risks related to manage the business and affairscoronavirus pandemic

THE FUTURE IMPACT OF THE COVID-19 PANDEMIC ON COMPANIES IS EVOLVING AND WE ARE CURRENTLY UNABLE TO ASSESS WITH CERTAINTY THE BROAD EFFECTS OF COVID-19 ON OUR BUSINESS.

The future impact of the Company.

We may lose potential independent board membersCovid-19 pandemic on the companies in the financial markets is evolving and management candidates to other companies that have better directors` and officers` liability insurance to insure them from liability, or to companies that have greater revenues or have received greater funding to date, which can offer more lucrative compensation packages.  The fees of directorswe are also rising in response to their increased duties, obligations and liabilities, as well as increased exposure to such risks.  As a company with a limited operating history and limited resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.

21.

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

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

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22.

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

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if it is developed, may not be sustained.  A market maker is needed to file an application with the Financial Industry Regulatory Authority (“FINRA”) Covid-19 on our behalf so thatbusiness, particularly on the sharesdigital currency markets. As of June 30, 2020, our common stock may be quoted on an inter-dealer quotation system such as the Over the Counter Bulletin Board (“OTCBB”), OTC Markets or the Nasdaq OMX.  Commencing upon the effectivenessinvestment in property and equipment of our registration statement of which this Prospectus is a part, we will seek out a market maker.  There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require to be completed, submitted or approved (if at all).  If for any reason our common stock is not quoted on an inter-dealer quotation system, a public trading market does not otherwise develop or such a trading market cannot be sustained, or we later become ineligible (after quotation) to continue having our stock quoted on a quotation system, purchasers of the Shares may have difficulty selling their common stock should they desire to do so.  No market makers have committed to becoming market makers for our common stock at this time and none may do so.

23.

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

If Lightcollar stock ever becomes available to be traded, of which the Company cannot guarantee, the trading price of Lightcollar common stock$453,342 could be subject to wide fluctuationsimpairment or change in responsevaluation due to various eventsCovid-19 if our cryptocurrency mining revenues significantly decrease or factors, manywe are not able to raise capital sufficient to fund our operations. In addition, current travel restrictions and social distancing requirements make it difficult for our management to access and oversee our operations in the State of which are or will be beyondNew York.

As of June 30, 2020, the reported values of the Company’s control.  In addition, the stock market may experience extreme pricematerial convertible debt and volume fluctuations, which, without a direct relationship to the operating performance, may affectderivative liabilities are based on multiple factors, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the Company stock.respective agreements and probabilities of certain outcomes based on management projections. We believe these inputs will be subject to even more significant changes due to the impact on capital markets of Covid-19, and the future estimated fair value of these liabilities may fluctuate materially from period to period.

24.The Covid-19 pandemic continues to have a material negative impact on capital markets, including the market prices of digital currencies. While we continue to incur operating losses, we are currently dependent on debt or equity financing to fund our operations and execute our business plan, including ongoing requirements to replace old and nonprofitable mining machines. We believe that the impact on capital markets of Covid-19 may make it more costly and more difficult for us to access these sources of funding.

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

AllOur business can potentially be impacted by the effects of the presently outstanding sharesCOVID-19 as follows: (1) effect our financial condition, operating results and reduce cash flows; (2) cause disruption to the activities of common stock, consistingequipment suppliers; (3) negatively affect the Company’s mining activities due to imposition of 2,000,000 sharesrelated public health measures and travel and business restrictions; (4) create disruptions to our core operations in New York due to quarantines and self-isolations; (5) restrict the Company’s ability and that of common stock, are “restricted securities”its employees to access facilities and perform equipment maintenance, repairs, and programming which will lead to inability to monitor and service miners, resulting in reduced ability to mine cryptocurrencies due to miners being offline.

In addition, our partners such as defined under Rule 144 promulgated under the Securities Actmanufacturers, suppliers and sub-contractors will be disrupted by absenteeism, quarantines and travel restrictions resulting in their employees’ ability to work. The Company’s supply chain, shipments of parts and purchases of new products may only be sold pursuant to an effective registration statement or an exemption from registration, if available.  Rule 144, as amended, generally provides thatnegatively affected. Such disruptions could have a person, holding restricted securities of an issuer, who has satisfied the applicable holding period for such restricted securities may sell their restricted securities, without being considered an underwriter, in a brokers transaction (or directly to a market maker); Affiliates of a company (generally consisting of officers, directors or other persons exercising direction or indirect control of a company) may sell, pursuant to Rule 144, within any three month period an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale, provided the company is current in its reporting obligations under the Exchange Act and subject to certain manner of resale provisions.  material adverse effect on our operations.

THE CORONAVIRUS PANDEMIC IS A CONTINUING SERIOUS THREAT TO HEALTH AND ECONCOMIC WELLBEING AFFECTING OUR EMPLOYEES, INVESTORS AND OUR SOURCES OF SUPPLY.

The Company currently has one shareholder who in total owns 2,000,000 restricted shares or 100%sweeping nature of the issuednovel Coronavirus (COVID-19) pandemic makes it extremely difficult to predict how the Company’s business and outstanding common stock.  When these shares become eligible for resale pursuant to Rule 144,operations will be affected in the sale of these shares by this individual, whether pursuant to Rule 144 (or otherwise), may have an immediate negative effect uponlong run. However, the pricelikely overall economic impact of the Company’s common stockpandemic is viewed as highly negative to the general economy. To date, we have not been classified as an essential business in any market that might develop.the New York, and we may in the future not be allowed to access our mining facilities. The duration of such impact cannot be predicted.

25.Risks Related to our Securities

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

OUR LACK OF INTERNAL CONTROLS OVER FINANCIAL REPORTING MAY AFFECT THE MARKET FOR AND PRICE OF OUR COMMON STOCK.

Pursuant to Rule 405Section 404 of the SecuritiesSarbanes-Oxley Act, we are required to file a “shell company”report by our management on our internal control over financial reporting. Our disclosure controls and our internal controls over financial reporting are not effective. We do not have the financial resources or personnel to develop or implement systems that would provide us with the necessary information on a timely basis so as to be able to implement financial controls. The absence of internal controls over financial reporting may inhibit investors from purchasing our stock and may make it more difficult for us to raise capital or borrow money. Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in developing or maintaining internal control.

OUR COMMON STOCK IS DEEMED TO BE “PENNY STOCK,” WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO DISCLOSURE AND SUITABILITY REQUIREMENTS.

Our common stock is defineddeemed to be “penny stock” as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  We are considered a “shell company” pursuant to Rule 405.  Under Rule 144(i) “restricted securities” (as that term is defined in Rule 144(a)(3)3a51-1 promulgated under the Securities Exchange Act of an issuer1934, as amended (the “Exchange Act”). These requirements may not be resold in reliance upon Rule 144 if those securities were issuedreduce the potential market for our common stock by an issuer which was a “shell company,” unless; 1)reducing the issuer has ceased being a “shell company”; 2) the issuer is subject to the reporting requirementsnumber of Section 13 or 15(d) of the Exchange Act; 3) the issuer has filed, for the preceding 12 months, all reports and other materials required to be filed pursuant to Section 13 or 15(d) of the Exchange Act; and 4) the issuer has filed current “Form 10” information with the SEC and at least one year has elapsed since the initial filing of the Form 10 information.  

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

26.

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

Companies trading on inter-dealer quotation systems must be reporting issuers under Section 12 or 15(d) of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on such systems.  If we obtain the ability to have our stock price to decline. Penny stocks are stock:

Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an inter-dealer quotation system such as the OTCBB, OTC Markets or Nasdaq OMX , and we fail to remain current on our reporting requirements, our stock may no longer be quoted on such quotation system.  Asinvestment in a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

27.

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

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

28.FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

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

Our common stock has not been approved for quotation on any inter-dealer quotation system or trading on any exchange or other trading platform and there is no public market for the shares of our common stock; therefore there has been noTHE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE AND YOUR INVESTMENT IN OUR COMMON STOCK COULD SUFFER A DECLINE IN VALUE.

The trading volume in our common stock.  

Thisstock is our initial registration, and there is currently no established public trading market for our securities, and an active trading marketlow, which may result in volatility in our securitiesstock price. As a result, any reported prices may not develop or, if developed, may not be sustained.  Uponreflect the effectiveness of our S-1 registration statement, ofprice at which this Prospectus is a part, a market maker is needed to file an application with FINRA on our behalf so as toyou would be able to quotesell shares of common stock if you want to sell any shares you own or buy if you wish to buy shares. Further, stocks with a low trading volume may be more subject to manipulation than a stock that has a significant public float and is actively traded. The price of our stock may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to, the following, in addition to the risks described above and general market and economic conditions:

RAISING FUNDS BY ISSUING EQUITY OR CONVERTIBLE DEBT SECURITIES COULD DILUTE THE NET TANGIBLE BOOK VALUE OF THE COMMON STOCK AND IMPOSE RESTRICTIONS ON OUR WORKING CAPITAL.

We anticipate that we will require funds in addition to the net proceeds from this offering for our business.

We will need to raise additional capital, we may in the future offer additional shares of our common stock on an inter-dealer quotation system.  There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require to be completed and filed.  If for any reason our common stock is not quoted on an inter-

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dealer quotation system and/or a public trading market does not otherwise developother securities convertible into or cannot be sustained, purchasers of the shares may have difficulty selling their common stock should they desire to do so.  No market makers have committed to becoming market makersexchangeable for our common stock and noneat prices that may do so.  

Innot which is less than the future, if our common stock becomes eligible for quotation on an inter-dealer quotation system, as we intend but cannot guarantee, any sales of substantial amounts of common stock under SEC Rule 144, or otherwise, could adversely affect the then prevailing market price ifand which may be based on a discount from market at the time of issuance. Stockholders will incur dilution upon exercise of any of our commonoutstanding stock and could impair our ability to raise capital at that time through any private offeringoptions, warrants or publicly registered sale of our securities.  As long as these conditions continue,upon the sale of a significant numberissuance of shares of common stock under our present and future stock incentive programs. If we were to raise capital by issuing equity securities, either alone or in connection with a non-equity financing, the net tangible book value of the then outstanding common stock could decline. If the additional equity securities were issued at any particular timea per share price less than the market price, which is customary in the private placement of equity securities, the holders of the outstanding shares would suffer dilution, which could be difficult to achieve at the market prices, if any, prevailing immediately before such shares are offered.  

29.

We Are Unlikely To Pay Dividends

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

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

Item 4.  Use of Proceeds

The following table details the Company’s intended use of proceeds from this Offering, for the first twelve (12) months after successful completion of the Offering.  The Company intends to prioritize it’s spending accordingly: Legal, Audit, Other (Accounting), Product, then Promotional, Website design and Administrative.  Since the Company does not intend to pay any Offering expenses from the proceeds from this Offering, and assuming that 100% of the Offering is sold, the gross aggregate proceeds will be allocated as follows:

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

**The above expenditures are defined as follows:

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

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

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

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

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

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

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

There is no assurance that we will be able to raise funds from the entire amountsale of this Offering.  The Offering is being made on a best-effort, no minimum basis. Tables presented in this section are for illustrative purposes only;debt securities, the actual amount and use of proceeds, if any,lenders may differ.

The following chart details how we will use the proceeds if we raise only 75% of this Offering:

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

The following chart details how we will use the proceeds if we raise only 50% of this Offering:

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

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President will be on a shareholder’s loan basis.  The Company’s President is prepared to loan the Company up to $100,000.00, as needed to pay expenses, during its first year of operations, although there is no guarantee that such a loan will be made.

The following chart details how we will use the proceeds if we raise only 25% of this Offering:

If only 25% of this Offering is sold, the Company will have to strictly limit its development plans.  It will only utilize its attorney to do what is necessary to meet its SEC, State and Federal reporting and licensing requirements.  Its audit requirements will be met at the same level as would be done if 100% of the stock Offering were sold.  We will look to other less expensive ways of having our financials prepared and we will engage our transfer agents for only the most necessary tasks.  We will look to other more creative ways of hosting our website, and marketing online.  Although there is no written agreement, the President has agreed to pay for any additional expenses as necessary.  Any expenses paid by the President will be on a shareholder’s loan basis.  The Company’s President is prepared to loan the Company up to $100,000.00, as needed to pay expenses, during its first year of operations, although there is no guarantee that such a loan will be made.

No proceeds from this Offering will be paid to our sole Officer and Director in the form of commissions, salary, or other compensation.

Item 5.  Determination of Offering Price

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

Item 6.  Dilution

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

Item 7. Selling Security Holders

Our current shareholder is not selling any of the Shares being offered in this Prospectus. 

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Item 8.  Plan of Distribution

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

a.

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

b.

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

c.

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

d.

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

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

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

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

Item 9.  Description of Securities to be Registered

Common Stock

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

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action at a shareholder meeting are present, either in person or by proxy, any action may be approved if there are more votes in favor of the action than opposed.  Any action shareholders can take, upon a majority vote, at a meeting of shareholders can also be taken by written consent,future sales of a majority of the shares entitled to vote, in lieu of a special or annual meeting.

Non-Cumulative Voting

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

Dividend Policy

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

Terms of the Offering

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

This Offering will commence on the date the registration statement is declared effective (which also serves as the date of this Prospectus) and will continue for a period of 180 days, unless we extend the Offering period for an additional 90 days, unless the Offering is completed by or otherwise terminated by us prior to completion (the “Expiration Date”).  Reasons the Board may consider in determining whether to extend or terminate the Offering may include, but are not limited to, amount of funds raised at the end of the 180 day period; potential to raise additional capital; and response to offering to date.

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

Offering Proceeds

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

Procedures and Requirements for Subscription

To subscribe for the Shares investors will be required to execute a Subscription Agreement and tender it, together with a check or certified funds, for the subscription amount, to our attorneys, Parsons/Burnett/Bjordahl/Hume, LLP.  Subscriptions, once received by our attorneys, are irrevocable.  All checks or certified funds for subscriptions should be made payable to “Lightcollar, Inc. c/o Parsons/Burnett/Bjordahl/Hume, LLP IOLTA”.  Upon receipt and verification of funds, the Company will cause stock certificates to be issued and delivered (via U.S. Postal Service or other third party delivery service) to the purchasing shareholder.

Right to Reject Subscription

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

Preferred Stock

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

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Employee Stock Option Plan

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

Transfer Agent

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

Item 10.  Interests of Named Experts and Counsel

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

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

Legal – Robert J. Burnett

Parsons/Burnett/Bjordahl/Hume LLP

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

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

DeCoria, Maichel & Teague, PS

7307 N. Division, Suite 222

Spokane, WA 99208

(509) 535-3503 (office)

(509) 535-9391 (fax)

Item 11.  Information With Respect to Registrant

Description of Business

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

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

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

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We intend to build a working relationship with an already established computer numerical control (“CNC”) production machining company.  CNC machining is the preferred method for manufacturing small precision devices.  Although we have not identified a U.S. or Canadian manufacturer or supplier of these products, we have identified companies that already produce these products in China.  To date our discussions have been limited to inquiring as to purchasing processes and requirements requesting a particular manufacturer in China to provide the Company with a preliminary design of a proposed pendant.  We intend to work with our eventual manufacturer to jointly design the pendant(s) we intend to sell.  Alternatively, if we cannot locate a manufacture that can help us design our product(s) then we may choose a manufacturer that has already designed pendants.  The Company’s director is actively working on this project and expects to secure a producer/supplier, develop its website, create promotional materials, and introduce the Lightcollar brand as soon as possible.

At present, Lightcollar does not have an agreement with a manufacturer to supply its product nor has a design been finalized.  However, Lightcollar intends to have the product machined and assembled at the same location: typically products machined and assembled at the same location require no final fittings.  The Company intends to enter into formal discussions with a product supplier as soon as possible.  If the Company ultimately chooses a supplier based in Asia we will have to monitor the manufacturing process from our office in Canada, arrange to have the pendants transferred from the manufacturing facility to a shipping port and then shipped to our location in Canada before we can fulfill orders from our customers.

Lightcollar will provide a website with catalogue, specifications and other information to inform potential customers, regarding our product(s).  Customers will order pendants through our website.  We will ship our pendants to our customers.  The cost of shipping will be paid by the customers at the time they order and pay for the pendant(s) via our website.

Although Lightcollar intends to sell its product(s) primarily through its website, the Company also plans on attending tradeshows and marketing its product to small retailers at such tradeshows.  The Company intends to locate customers and market its website by advertising through various mediums including; newspapers, magazines, radio, television, and affiliate website promoting (i.e. banner advertising and member/group email promoting).  We also intend to market the website (and our product(s)) through as many free sources as possible such-as; online classifieds, online pet-care forums, and pet related newsgroups.

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

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

Competition

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

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

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

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

There are no immediate or imminent threats to the supply or prices of related materials due to shortages or other factors that we are aware of at this time.  To our knowledge, at this time there are no government regulations, in the United States or Canada, that would prohibit or negatively affect Lightcollar from importing or exporting our product(s) into or out of those countries.  To our knowledge, at this time there are no import/export regulations or controls imposed by any of the potential countries, from which our product(s) could originate, that would prevent us from obtaining our product(s) or shipping our products to the U.S. or Canada.  

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

Research and Development

As we build out our organization, we intend to incorporate a business development component that will be responsible for researching opportunities for growth; such as marketing our product abroad and expanding our shipping and distribution to Europe, and other parts of the world.  Our intended market for the first 12 months is the U.S. and Canada.

Reports to Security Holders

We will be filing this Prospectus as part of a Form S-1 registration statement with the SEC and will file reports, including quarterly and annual reports, with the SEC pursuant to Section 12(b) or (g) of the Exchange Act.  These reports and any other materials filed with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.  The Company files its reports electronically with the SEC.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The address of that site is http://www.sec.gov.

Description of Properties

We do not own or lease any real property.  Our personal property is limited to cash, our business plan and our domain name “lightcollar.com”. For the first year we will conduct our administrative affairs from our President’s office located at 3^rd Avenue West, Unity, Saskatchewan, S0K 4L0, at no cost to the Company.  Within the first year, the Company will be making decisions on service provisions with regards to computer resources and customer service.  These decisions will lead us in our future determination of space and facility requirements.

Legal proceedings

We are not a party to any pending legal proceedings.

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

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

Holders of Our Common Stock

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

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Registration Rights

We have no outstandingthose shares of common stock or any other securities to which wethe availability of those shares of common stock for sale will have granted registration rights.

Dividends

The Company does not anticipate paying dividends on the Common Stock at any timemarket price of our common stock.

WE MAY ISSUE PREFERRED STOCK WHOSE TERMS COULD ADVERSELY AFFECT THE VOTING POWER OR VALUE OF OUR COMMON STOCK.

Our articles of incorporation authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. We have outstanding shares of our Series A super-voting preferred stock and Series B convertible preferred stock, the terms of which adversely impact the voting power or value of our common stock. Similarly, the repurchase or redemption rights or liquidation preferences included in a series of preferred stock issued in the foreseeable future.  The Company’sfuture might provide to holders of preferred stock rights that could affect the residual value of the common stock.

BECAUSE CERTAIN EXISTING STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR VOTING STOCK, OTHER STOCKHOLDERS’ VOTING POWER MAY BE LIMITED.

Steve Rubakh, our Chief Executive Officer, owns and/or controls a majority of the voting power of our common stock. As a result, Mr. Rubakh will have the ability to control all matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. This stockholder, who is also our sole director, may make decisions that are averse to or in conflict with your interests. See our discussion under the caption “Principal Stockholders” for more information about ownership of our outstanding shares.

WE DO NOT HAVE A MAJORITY OF INDEPENDENT DIRECTORS ON OUR BOARD AND THE COMPANY HAS NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committee of our board of directors. It is possible that if our Board of Directors currently plansincluded a number of independent directors and if we were to retain earnings for the development andadopt some or all of these corporate governance measures requiring expansion of the Company’s business.  Any future determinationour board of directors, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors. In evaluating our Company, our current lack of corporate governance measures should be borne in mind.

OUR SHARE PRICE IS VOLATILE AND MAY BE INFLUENCED BY NUMEROUS FACTORS THAT ARE BEYOND OUR CONTROL.

Market prices for shares of technology companies such as to the paymentours are often volatile. The market price of dividends will be at the discretion of the Board of Directors of the Company and will depend onour common stock may fluctuate significantly in response to a number of factors, including future earnings, capital requirements, financial conditions and such other factors as the Boardmost of Directors may deem relevant.

Rule 144 Shares

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

Rule 144 is not available for either a reporting or non-reporting shell company unless the company: (1) has ceased to be a shell company; (2) is subject to the Exchange Act reporting obligations; (3) has filed all required Exchange Act reports during the preceding twelve months; and (4) at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.  

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

Financial Statements

The following financial statements are included herewith:

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

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