As filed with the Securities and Exchange Commission on January 4, 2021

Registration No. 333-249596

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO  

FORM S-1

Amendment No. 3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Lightcollar, Inc.

Box 973 #264 - 3^rd Ave West

Unity, SK, S0K 4L0

Telephone: (306) 228 3262

Robert J. Burnett73 Buck Road, Suite 2

Parsons/Burnett/Bjordahl/Hume, LLPHuntingdon Valley, PA 19006

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“large accelerated filer," "accelerated” “accelerated filer,"” “smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting

If an emerging growth company, [X]

Calculation of Registration Fee

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.

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 JANUARY 4, 2021

Integrated Ventures, Inc.

34,426,000Shares 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 34,426,000  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 December 31, 2020, the last reported sale price per share of our common stock was $0.033  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                   , 2021.

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.

Page 1 of 56

TABLE OF CONTENTS

Page 2

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of 56this 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.

Item 3. Summary

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 Factors

Prospectus Summary

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhereindustry statistics contained in this Prospectus regarding the Company. In this Prospectus, unless the context otherwise denotes, referencesprospectus is included based on information available to "we," "us," "our," "Lightcollar"us that we believe is accurate. It is generally based on industry and "Lightcollar, Inc."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 Company.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.

A Cautionary Note on Forward-Looking Statements

This Prospectus containsThe forward-looking statements which relatein this prospectus speak only as of the date of this prospectus and you should not to futureplace undue reliance on any forward-looking statements. Forward-looking statements are subject to certain events, orrisks, and uncertainties that may be outside of our future financial performance. In some cases, you can identifycontrol. When considering forward-looking statements, by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" oryou should carefully review the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other cautionary statements in this prospectus as they identify certain important factors including the risks in the section entitled "Risk Factors," that maycould cause our industry's actual results levels of activity, performance, or achievements to bediffer materially different from any future results, levels of activity, performance, or achievementsthose 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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.

While

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision with regard to our securities. The statements contained in this prospectus include forward-looking statements that are subject to risks and any assumptions upon which theyuncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The risks set forth below are based, are made in good faithnot the only risks facing us. Additional risks 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 Company

Risks 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). For the period ended June 30, 2010, our quarterly statements reflect a net loss of ($21,510). 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

Page 3 of 56

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

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

Page 4 of 56

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

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

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

    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.

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

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

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

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

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.

Page 6 of 56

    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

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

    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

    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

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

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

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

    18.     Competitors With More Resources May Force Us Out Of 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

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

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

Page 8 of 56

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

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

 24.     All Of Lightcollar, Inc. Currently Issued And Outstanding Common Shares Are Restricted Under Rule 144 Of

The Securities Act, As Amended.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.

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

Page 9reduce the potential market for our common stock by reducing the number of 56

    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

    27.     Our Common Stock May Be Considered a "Penny Stock" And Be Subject To The "Penny Stock" Rules Of The Securities Exchange Commission

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

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    29.     We Are Unlikely To Pay Dividends

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:

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

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

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

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:

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If only 50% of this Offering is sold, the Company will have to strictly curtail its development plans. It will only utilize its attorney to do what is necessary to meet its SEC, State and Federal reporting and licensing requirements. Its audit requirements will be met at the same level as would be done if 100% of the stock Offering were sold. We will look to other less expensive ways of having our financials prepared and we will engage our transfer agents for only the most necessary tasks. We will look to other more creative ways of financing our website development and operation. Although there is no written agreement, the President has agreed to pay for any additional expenses as necessary. Any expenses paid by the President will be on a shareholder's loan basis. 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 June 30, 2011, to investors if 100%, 75%, 50%, or 25% of the Offering is sold.

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Item 7. Selling Security Holders

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

Item 8. Plan of Distribution

This is a self-underwritten "best-efforts" Offering. This Prospectus is part of a registration statement that permits our sole officer and director to sell the Shares being offered by the Company directly to the public with no commission or other remuneration payable to him for any Shares he may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares through a broker-dealer. Our sole officer and director will sell the Shares and intends to offer them to friends, family members and business acquaintances. In offering the 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;

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

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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 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 notin the public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have cumulativeon the market 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 which means thator liquidation preferences included in a series of preferred stock issued in the future might provide to holders of more than 50%preferred stock rights that could affect the residual value of the outstanding shares,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 can electand 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 directorscaption “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 be elected, if they so choose, and, in such event,promote the holdersintegrity of the remaining shares willcorporate 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 be able to electyet 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 included a number of independent directors and if we were to adopt some or all of these corporate governance measures requiring expansion of our 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.

Dividend Policy

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 ours are often volatile. The Company doesmarket price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

WE HAVE NO CURRENT PLANS TO PAY DIVIDENDS ON OUR COMMON STOCK AND INVESTORS MUST LOOK SOLELY TO STOCK APPRECIATION FOR A RETURN ON THEIR INVESTMENT IN US.

We do not anticipate paying any further cash dividends on itsour common stock at any time in the foreseeable future. The Company's Board of DirectorsWe currently plansintend to retain all future earnings forto fund the development and expansiongrowth of the Company'sour business. Any payment of future determination asdividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. Investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

USE OF PROCEEDS

We are filing the registration statement of which this prospectus forms a part to permit the holder of certain outstanding shares of our common stock described in the section titled “Selling Stockholder” to resell such shares of common stock. The selling stockholder will receive all of the net proceeds from sales of the shares of common stock sold pursuant to this prospectus, and we will not receive any proceeds from the resale of any shares offered by this prospectus by the selling stockholder.

SELLING STOCKHOLDER

 On August 4, 2020, we entered into a Securities Purchase Agreement (the “Agreement”) with Eagle Equities, LLC (the “Buyer” or “Holder”), providing for the issuance and sale by the Company and the purchase by the Buyer of a 6% convertible note of the Company in the aggregate principal amount of $1,086,956.52(together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock of the Company (the “Conversion Shares”), upon the terms and subject to the limitations and conditions set forth in the Note. The Note provides for an 8% OID such that the aggregate purchase price for Note will be $1,000,000.00. The Note will be purchased in various tranches on the Closing Dates (as defined below), the first tranche of which was purchased on August 4, 2020. On each Closing Date, the Buyer shall pay the tranche of the purchase price for the Note to be issued and sold to it at that Closing (the “Purchase Price”) by wire transfer of immediately available funds to the Company, against delivery of the Note in the principal amount proportionally equal to the Purchase, and the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

The Agreement and Note have been amended pursuant to an Amendment to the Agreement and the Note (the “Amendment”) effective November 16, 2020, to reduce the principal amount of the Note to $543,478.26 the aggregate principal balance after the two completed  closings under the Note that have taken place: The first closing date under the Note (“Closing”) was held on August 4, 2020, at which the Company sold, and the Buyer purchased the first tranche under the Note for a $271,739.13 portion of the principal balance of the Note, for a purchase price of $250,000, reflecting the OID of 8%. A subsequent Closing of an additional $271,739.13 portion of the Note (the “Second Tranche”) took place on October 22, 2020. The purchase price for the $271,739.13 Second Tranche of the Note was $250,000 as well, representing the OID of 8%. The total amount now due under the Note, as amended on November 16, 2020, following the two completed closings is $543,478.26, which amount corresponds to total aggregate principal balance of the Note purchased in the two completed closings. Now there is no unfunded balance under the Note as a result of the Amendment reducing the principal amount thereof to the aggregate principal balance of the Note following the two completed closings.

Listing. The Company has agreed to promptly secure and maintain the listing of its common stock upon each national securities exchange or automated quotation system, if any, upon which shares of common stock are then listed (subject to official notice of issuance).

Right of First Refusal. The Company agreed not to consummate the sale of any convertible securities until the earlier of 30 days after purchase of the Second Tranche or, if the Second Tranche is not funded, then 60 days after the Closing Date of the First Tranche, and that for a period of 180 days following the Closing of the sale of the First Tranche, the Company agreed to grant the Buyer a three (3) business day the right of first refusal for any future financing. The Agreement provided for the registration of the Conversion Shares issued under the Note. If the required registration statement is not declared “effective” within 6 months of the issuance date of the funding of the First Tranche, then the conversion discount in the Note shall increase by 10% from 30% to 40%. The registration statement shall register a number of shares not less than 30% of the outstanding public float at the discretiontime of filing.

Terms of 6% Convertible Redeemable Note due February 4, 2022

The Holder of the Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock at a price (“Conversion Price”) for each share of common stock equal to 70%of the lowest closing bid priceof the common stock as reported on the National Quotations Bureau OTC Market exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future (“Exchange”), for the fifteen priortrading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered together with an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase.In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 50% instead of 70% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company (which may be increased up to 9.99% upon 61 days’ prior written notice by the Holder). The Conversion Discount may be decreased by 10% from 70% to 60% (resulting in an increased conversion discount from 30% to 40%). If the Company offers a conversion discount or other more favorable conversion terms (whether via interest, rate OID or otherwise) or lookback period to another party (“Third Party Note”) or otherwise grants any other more favorable terms to any third party than the terms contained herein while this note is in effect, then, the Holder, at its option, may incorporate any or all those terms in this note. If those terms pertain to a conversion discount or lookback period, then the Holder shall be allowed to convert this note at the same price as that which was offered in the Third Party Note.

Interest on any unpaid principal balance of this Note shall be paid at the rate of 6% per annum. Interest shall be paid by the Company in common stock (“Interest Shares”). Holder may, at any time commencing six months after the date of funding to the Company by the Holder, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided for Note conversions. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows:

The Note may not be prepaid after the 180^th day. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null and void. Holder may continue to convert this Note until the funds are received

“Events of Default” under the Note include default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; if any of the representations or warranties made by the Company in the Note or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or the Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or the Company shall become insolvent or apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable (and including other filings relating to or admissions of; insolvency) or one or more money judgments, writs or warrants of attachment, or similar process, in excess of one hundred thousand dollars ($100,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or the Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC; a majority of the members 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 factorsthe date hereof are no longer serving as the Board of Directors may deem relevant.

Termsmembers of the OfferingBoard; the Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or the Company shall not replenish the reserve set forth in Section 12 of the Agreement, within 3 business days of the request of the Holder; or the Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or the Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange);

The Shares will

Then, if an uncured Event of Default has occurred,, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be solddeemed to be a waiver of any subsequent default) at the fixedoption of the Holder and in the Holder’s sole discretion, the Note is immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. If this Note is not paid at maturity, or within 10 days thereof, then on February 14, 2022, the remaining outstanding principal due under this Note shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price ofduring the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share untiland the completionconversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of this Offering. There is no minimum amounta Notice of subscription required per investor,Conversion to the Company and subscriptions, once received, are irrevocable.

This Offering will commence onif the dateHolder incurs a Failure to Deliver Loss, then at any time the registration statement is declared effective (which also serves asHolder may provide the date of this Prospectus) and will continue for a period of 180 days, unless we extendCompany written notice indicating the Offering period for an additional 90 days, unlessamounts payable to the Offering is completed by or otherwise terminated by us prior to completion (the "Expiration Date"). Reasons the Board may considerHolder in determining whether to extend or terminate the Offering may include, but are not limited to, amount of funds raised at the endrespect of the 180Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Loss = [(Highest VWAP for the 30 trading days on or after the day period; potentialof exercise) x (Number of conversion shares)]

The Company must pay the Failure to raise additional capital;Deliver Loss by cash payment, and response to offering to date.

This Offering has no minimum amount required, and, asany such we willcash payment must be able to spend anymade by the third business day from the time of the proceeds received by us.Holder’s written notice to the Company.

Offering Proceeds

We will be selling allThe following table sets forth certain information regarding the beneficial ownership of the 10,000,000 shares of common stock weby the selling stockholder as of October 1, 2020 and the number of shares of our common stock being offered pursuant to this prospectus. We believe that the selling stockholder has sole voting and investment powers over its shares.

_____________________________

PLAN OF DISTRIBUTION

The selling stockholder may, from time to time, sell any or all of shares of our common stock covered hereby on the OTC Markets Group market, or any other stock exchange, market or trading facility on which the shares 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 wholetraded or in part, for any reasonprivate transactions. The selling stockholder may sell all or for no reason. All monies from rejected subscriptions will be returned immediately by us or our attorneysa portion of the shares being offered pursuant to the subscriber, without interest or deductions. Subscriptions for Shares will be accepted or rejected within 48 hours after we receive them.

Page 15 of 56

Preferred Stock

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

Employee Stock Option Plan

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

Transfer Agent

The Company has not engaged a transfer agent asprospectus at fixed prices, at prevailing market prices at the time of this filing.sale, at varying prices or at negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:

Item 10. InterestsThe selling stockholder may also sell securities under Rule 144 under the Securities Act of Named Experts and Counsel1933, if available, rather than under this prospectus.

No expert

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or counsel nameddiscounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to 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,prospectus, in the Registrantcase of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or any of its parents or subsidiaries. Nor was any such person connectedmarkdown in compliance 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 BusinessFINRA IM-2440.

Lightcollar, Inc. is a Nevada corporation formed on March 22, 2011. The Company intendsselling stockholder will be subject 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 Cprospectus delivery requirements of the Securities Act of 1933 since it hasincluding Rule 172 thereunder.

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by a specific business plan or purpose. Lightcollar nor its sole officer, director,selling stockholder or any affiliates thereof, has had preliminary contact or discussions with, nor do we have any present plans,

Page 16other person. We will make copies of 56

 proposals, arrangements or understandings with any representativesthis prospectus available to the selling stockholder and will inform it of the ownersneed to deliver a copy of any businessthis prospectus to each purchaser at or company regardingprior to the possibilitytime of an acquisition, mergerthe sale (including by compliance with Rule 172 under the Securities Act of 1933).

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is traded over-the-counter market and has been quoted on the OTCQB, since approximately April 24, 2015, under the symbol “INTV.” The quotations in the table below reflect inter-dealer prices, without retail mark-up, mark-down, or other business combination.commission and may not represent actual transactions.

Lightcollar is building a business as a marketer and retailer

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

We intend to build a working relationship with an already established computer numerical control ("CNC") production machining company. CNC machining is the preferred method for manufacturing small precision devices. Although we have not identified a U.S. or Canadian manufacturer or supplierNovember 1, 2020, there were 18 holders of these products, we have identified companies that already produce these products in China. To daterecord of 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, Lightcollarcommon stock. This number 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 basedinclude stockholders for whom shares were held 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.“nominee” or “street” name.

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.Dividend Distributions

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

Page 17 of 56

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 obtaineddeclared or paid any empirical evidence detailing the competitive marketcash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the U.S. and Canadaforeseeable future. We currently expect to retain future earnings, if any, for an illuminated pet pendant, and we cannot determine competitive factorsthe development of our business.

Penny Stock

Our common stock is considered “penny stock” under the rules the SEC under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with any degree of certainty. We plan on workingtransactions in penny stocks. Penny stocks are generally equity securities with a supplier who already manufactures these and/price of less than $5.00, other than securities registered on certain national securities exchanges or similar products. We doquoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

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

In addition, the penny stock rules that require that prior to a transaction in a penny stock not at this timeotherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have any agreementsthe effect of reducing the trading activity in the secondary market for our stock.

The transfer agent for the common stock is Worldwide Stock Transfer, LLC, 1 University Plaza, Suite 505, Hackensack, NJ 07601.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

While we do not have empirical evidence to support our contentions, our internet research has led

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

We believe that competitive conditionsit is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are favorable. We believe Lightcollar"forward-looking statements" within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." You can expect to identify these statements by forward-looking words such as "may," "might," "could," "would," "will," "anticipate," "believe," "plan," "estimate," "project," "expect," "intend," "seek" and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be among the first companiesdeemed to introduce such products into our target market areas.be a forward-looking statement. Although we have discoveredbelieve that Americans do spend over $14 billion annually on toys, treats,the plans, objectives, expectations and grooming; there is no guarantee that Lightcollar will be able to compete effectively with an unproven productprospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties 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 may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are aware of at this time. To our knowledge, at this time there are no government regulations,contained in the United States or Canada, that would prohibit or negatively affect"Risk Factors" section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

GENERAL

We were incorporated in the State of Nevada on March 22, 2013 under the name Lightcollar, Inc. On March 22, 2015, we changed our name to EMS Find, Inc., and in May 2017, we changed our name to Integrated Ventures, Inc.We have licensed our Ems Find platform and related technologies to EpicMD, Inc. via a Licensing Agreement and management has determined to focus our business on developing and operating digital currency assets.Our offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006.

We have discontinued our prior operations and changed our business focus, 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 productsprior technologies relating to the U.S.EMS Find platform to acquiring, launching and operating companies in the cryptocurrency sector, mainly in digital currency mining, equipment manufacturing, and sales of branded mining rigs, as well as blockchain software development.  The Company also purchases certain digital currencies for short-term investment purposes. 

Financial

We have consolidated our cryptocurrency operations in one facility, located in Carthage, New York. The power supply and purchase agreement was entered into on May 10, 2019 for an initial term of 90 days, with an option to continue for a subsequent 36 months, which option the Company has exercised. The Company’s sole obligation under the Agreement is to pay the PetaWatt Properties, LLC, a contractual rate per kilowatt hour of electricity, consumed by the Company’s cryptocurrency mining operations.

Revenues from our cryptocurrency mining operations were $67,337 and $107,465 for the three months ended September 30, 2020 and 2019, respectively, and $435,740 and $249,819 for the years ended June 30, 2020 and 2019, respectively.  Revenues from the sales of used equipment and parts were $14,890 and $0 for the three months ended September 30, 2020 and 2019, respectively, and $18,430 and $29,324 for the years ended June 30, 2020 and 2019, respectively.

When funds are available and market conditions allow, we also 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 (net of transaction costs) and mark our portfolio of cryptocurrencies to market at the end of each quarterly reporting period, reporting unrealized gains or Canada.losses on the investments. As of September 30, 2020, our investments at market value totaled $89,741 and were comprised primarily of LINK (Chainlink), with a smaller portfolio of Bitcoin (BTC), Litecoin (LTC) and Ethereum (ETH).

We have funded our operations primarily from cash generated from our digital currency mining operations and proceeds from convertible notes payable.  During the three months ended September 30, 2020 we received proceeds from convertible notes payable of $319,000. 

The Digital Asset Market

The Company currently has no employeesis focusing on the mining of digital assets, as well as blockchain applications (“blockchain”) and has no plans to hire any employees during its first yearrelated technologies. A blockchain is a shared immutable ledger for recording the history of operation. Lightcollar intends to use contracted services to conduct all aspectstransactions of its business.

Research and Development

As we build out our organization, we intend to incorporate digital assets—a business development componentblockchain provides a permissioned network with known identities. A Bitcoin is the most recognized type of a digital asset that will be responsible for researching opportunities for growth; suchis issued by, and transmitted through, an open source, math-based protocol platform using cryptographic security that is known as marketing our product abroadthe “Bitcoin Network.” The Bitcoin Network is an online, peer-to-peer user network that hosts the public transaction ledger, known as the blockchain, and expanding our shipping and distribution to Europe, and other parts of the world. Our intended marketsource code that comprises the basis for the first 12 months iscryptography and math-based protocols governing 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.Bitcoin Network.

DescriptionBitcoins, for example, can be used to pay for goods and services or can be converted to fiat currencies, such as the US Dollar, at rates determined on Bitcoin exchanges or in individual end-user-to-end-user transactions under a barter system. The networks utilized by digital coins are designed to operate without any company or government in charge, governed by a collaboration of Propertiesvolunteer programmers and computers that maintain all the records. These blockchains are typically maintained by a network of participants which run servers while securing their blockchain. Third party service providers such as Bitcoin exchanges and bitcoin third party payment processing services may charge significant fees for processing transactions and for converting, or facilitating the conversion of, bitcoins to or from fiat currency.

We do not own or lease any real property. Our personal property

This market is limited to cash, our business planrapidly evolving and our domain name "lightcollar.com". For the first yearthere can be no assurances that we will conduct our administrative affairs from our President's office locatedremain competitive with industry participants that have or may have greater resources or experience in in this industry than us, nor that the unproven digital assets that we mine will ever have any significant market value.

The Company, like many cryptocurrency mining operators, is currently operating at 3^rd Avenue West, Unity, Saskatchewan, S0K 4L0, ata non-profitable status following record historic runs in market prices of digital currencies. Market prices of digital currencies have not been high enough to cover the operating costs of mining companies, including significant power costs and high levels of equipment depreciation. The Company is addressing these operational challenges through considering alternative sources of power, further consolidation of facilities, and potential hosting arrangements. There can be no cost to the Company. Within the first year,assurance that the Company will be making decisions on service provisions with regards to computer resourcessuccessful in these efforts and customer service. These decisions will lead us in our future determinationattain profitable levels of space and facility requirements.operations.

Legal proceedingsFINANCIAL OPERATIONS REVIEW

November 2017, revenues commenced from our cryptocurrency mining operations and from sales of cryptocurrency mining equipment. Prior to that date, revenues were generated substantially from the now discontinued Ambulance services, which we have discontinued to focus on new revenue sources. 

We are notincurring increased costs as a party to any pending legal proceedings.

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

There is presently no public market for our common stock. We anticipate applying for quotation of our common stock on an inter-dealer quotation system (such as the OTCBB, OTC Markets or Nasdaq OMX) upon the effectiveness of the registration statement of which this Prospectus formsbeing 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, thatpublicly traded company. As a public market will develop or sustain itself if one does develop.

Holderscompany, we incur significant legal, accounting and other expenses that we did not incur as a private company. We also have paid compensation through the issuance of Our Common Stock

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

Registration Rights

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

Dividends

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

Rule 144 Shares

All 2,000,000 of the presently issued and outstanding shares of our common stock are "restricted securities"and warrants, the valuation of which has resulted in significant stock-based compensation. In addition, the Sarbanes-Oxley Act of 2002, as defined under Rule 144 promulgated underwell as new rules subsequently implemented by the Securities Act and Exchange Commission, have required changes in corporate governance practices of public companies and will require us to comply with these rules. These new rules and regulations have will increase our legal and financial compliance costs and have made some activities more time-consuming and costlier. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may only be sold pursuantbecome more difficult for us to an effective registration statementattract and retain qualified persons to serve on our Board of Directors or an exemption from registration, if available. Rule 144, as amended, is an exemptionexecutive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

To operate our digital currency mining facilities and to fund future operations, we will need to raise additional capital. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing development efforts, the potential expansion of our current development programs, potential new development programs and related general and administrative support. We anticipate that generally provides that a person, holding restrictedwe will seek to fund our operations through further liquidation of our marketable 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, directorspublic or private equity or debt financings or other persons exercising directionsources, such as potential collaboration agreements. We cannot be certain that anticipated additional financing will be available to us on favorable terms, or indirect controlat all.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2020 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2019

Revenues

Our cryptocurrency mining revenues decreased to $67,337 in the three months ended September 30, 2020 from $107,465 in the three months ended September 30, 2019.  This decrease in revenues resulted primarily from the Company discontinuing the use 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 securitiesunder-performing, non-serviceable mining equipment during the four calendar weeks prior to such sale, providedcurrent year period, with new replacement equipment purchased and deployed later in the Company isperiod.  In addition, the Company’s mining revenue reward rates have been reduced in the 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,fiscal year.

We also have revenues from the sale of these shares by this individual, whether pursuantcryptocurrency mining units that have been assembled or refurbished for resale and spare parts.  Such sales totaled $14,890 and $0 in the three months ended September 30, 2020 and 2019, respectively.  Sales of equipment and parts will fluctuate from period 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 relianceperiod depending 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 reflectingretail demand for 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."

Page 19model of 56

Financial Statements

The following financial statements are included herewith:

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

Unaudited financial statements for the period ended June 30, 2011

cryptocurrency mining units and parts.

Cost of Revenues

Page 20Cost of 56

revenues was $189,011 and $227,083 in the three months ended September 30, 2020 and 2019, respectively. The decrease in cost of revenues in the current fiscal year is due primarily to a decrease in depreciation and amortization expense.   Expenses associated with running our cryptocurrency mining operations, such as equipment depreciation and amortization, operating supplies, utilities and consulting services are recorded as cost of revenues. Also included in cost of revenues are the costs of purchasing or assembling the cryptocurrency mining units sold. We currently are experiencing a gross loss on revenues primarily due to high utility costs and a conservative, short useful life for mining equipment depreciation and amortization.

Operating Expenses

General and administrative expenses decreased to $99,717 in the three months ended September 30, 2020 from $107,385 in the three months ended September 30, 2019. The decreases are due primarily to decreases in consulting and professional fees and travel expenses.

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

AUDITED FINANCIAL STATEMENTS

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

Page 21 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO AUDITED FINANCIAL STATEMENTS

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

Page(s)

Report of Independent Registered Public Accounting Firm                                                         23

Balance Sheet as of March 31, 2011                                                                                         24

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

    (Inception) to March 31, 2011                                                                                                 26

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

    to March 31, 2011                                                                                                                     27

Notes to Financial Statements                                                                                                          28-32

Page 22 of 51

Page 23 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

MARCH 31, 2011

 The accompanying notes are an integral part of these financial statements

Page 24 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS FROM MARCH 22, 2011 (INCEPTION)

TO MARCH 31, 2011

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

Page 25 of 56

Other Income (Expense)

Our other income (expense) was comprised of the following:

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

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

The accompanying notes are an integral part of these financial statements

Page 26 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

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

The accompanyingdecrease in our interest expense in the three months ended September 30, 2020, which includes the amortization of debt discount and original issue discount, resulted from multiple conversions of notes are an integral partpayable in full to common stock during the period.  In addition, the amortization of these financial statementsdebt discount was significantly less during the current year period.

Page 27 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

NOTE 1-     ORGANIZATION AND BASIS OF PRESENTATION

Lightcollar, Inc. (the Company) was incorporatedDuring the three months ended September 30, 2020 we significantly increased our investing efforts in digital currencies.  In addition to the currencies received as compensation for our mining services, we purchased various digital currencies totaling $2,086,898 and also converted currencies from one denomination to another based on March 22, 2011 underour assessment of market conditions for each respective currency.  We received total proceeds of $2,283,717 from the lawssale of digital currencies during the State of Nevada. The business purpose of the Company is to resell an illuminated pet collar pendant through the Company owned website, lightcollar.com. The website will bethree months ended September 30, 2020 and realized a promotional centergain on $138,527 for the product. The Company has selected March 31 as its fiscal year end.

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESperiod.  After deducting transaction costs of $50,152, we reported a net realized gain of $88,375.

Development Stage Company

The Company is considered to berealized loss on investments in the development stagethree months ended September 30, 2019 resulted primarily from losses recorded on our digital currencies, as defined in ASC 915-10-05, "Development Stage Entity." The Company is devoting substantially allwe experienced the negative impact of its efforts tofluctuating market values.  Our purchases of digital currencies for investment purposes were minimal during this period.

During the executionthree months ended September 30, 2020, we disposed of its business plan.

Use of Estimates

The preparation of financial statements in conformityand wrote off non-serviceable, defective mining equipment with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

Start-up Costs

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

Page 28 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Domain Name Transfer

The domain name "lightcollar.com" was transferred to us from our sole Officer and Director on July 6, 2011 and had only a nominal fairnet book value of $45.$207,281.  The transferequipment disposed of was accounted for as a nonreciprocal transfer under ASC 845-10-30-1replaced during the period with new, more efficient mining equipment.  We did not report any loss on disposition of property and as such recorded at fair value at that time.

Office Space and Laborequipment during the three months ended September 30, 2019.

The Company's sole Officer and Director will provide the labor required to execute our business plan and supply the necessary office space and facilities for the first year of operations. The Company will recognize

We estimate the fair value of servicesthe derivatives associated with our convertible notes payable, warrants, put-back rights associated with two asset purchase agreements, common stock issuable pursuant to a Series B preferred stock Exchange Agreement and office space provided by our sole Officer and Directora stock subscription payable using, as contributed capital in accordance with ASC 225-10-S99-4. From inception (March 22, 2011) through March 31, 2011applicable, either the Black-Scholes pricing model or multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes.  We estimate the fair value of servicesthe derivative liabilities at the inception of the financial instruments, and, office space provided was estimated to be nil.

Common Stock Issued For Other Than Cash

Services purchased and other transactions settled in the Company's commoncase of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are recorded atsubject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. 

22

Table of Contents

The loss on extinguishment of debt of $7,545 in the three months ended September 30, 2019 resulted from conversion of convertible notes to common stock issued ifwhere the conversion terms were outside the related agreements.We did not report any gain or loss on extinguishment of debt during the three months ended September 30, 2019

During the three months ended September 30, 2019, we incurred a digital currency theft loss of $33,037 where a hacker obtained unauthorized access to our online digital currency processing service and transferred digital currencies out of our account.

Net Loss

As a result, we reported a net loss of $388,778 for the three months ended September 30, 2020 and net income of $269,503 for the three months ended September 30, 2019.

YEAR ENDED JUNE 30, 2020 COMPARED TO THE YEAR ENDED JUNE 30, 2019

Revenues

In November 2017 we commenced operations in our first cryptocurrency mining location. Our cryptocurrency mining revenues increased to $435,740 in the year ended June 30, 2020 from $249,819 in the year ended June 30, 2019. This increase in revenues resulted primarily from additional mining machines deployed in the current fiscal year in our new facility in Carthage, New York.

We also have revenues from the sale of cryptocurrency mining units that have been assembled or refurbished for resale and spare parts. Such sales totaled $18,430 and $29,324 in the years ended June 30, 2020 and 2019, respectively. Sales of equipment and parts will fluctuate from period to period depending on the market demand for cryptocurrency mining equipment and related parts.

Cost of Revenues

Cost of revenues was $996,409 in the year ended June 30, 2020 compared to $1,005,479 in the year ended June 30, 2019. Expenses associated with running our cryptocurrency mining operations, such as equipment depreciation, rent, operating supplies, utilities and monitoring services are recorded as cost of revenues. Also included in cost of revenues are the costs of purchasing, assembling and connecting the cryptocurrency mining units. We experienced a gross loss on revenues in both fiscal years primarily due to high utility costs, a conservative, short useful life for mining equipment depreciation, and in particular for fiscal 2019, costs of vacating and relocating operations, including abandonment of leasehold improvements.

Operating Expenses

General and administrative expenses decreased to $472,399 in the year ended June 30, 2020 from $1,823,523 in the year ended June 30, 2019. The decrease is due primarily to a decrease in non-cash stock-based compensation to related parties, partially offset by increases in other expenses supporting our expanded cryptocurrency mining operations. Stock-based compensation – related party totaled $120,000 in the year ended June 30, 2020 and $1,312,000 in the year ended June 30, 2019.The value of the stock-based compensation is more readily determinable thancomputed using the market price of our common stock.

We performed a lower of cost or market impairment analysis on the cryptocurrency machines purchased in the August 2018 Asset Purchase Agreement, including writing off the purchase price allocated to the defective machines, and recorded an impairment expense of $2,097,930 during the year ended June 30, 2019. We reported no impairment expense for the year ended June 30, 2020.

23

Table of Contents

Other Income (Expense)

Our other income (expense) was comprised of the following for the years ended June 30:

		2020				2019
Interest expense		$	(655,199	)		$	(214,373	)
Realized loss on sale of investments			(733	)			(32,770	)
Unrealized gain on investments			6,617				-
Change in fair value of derivative liabilities			782,258				(2,468,339	)
Loss on disposition of property and equipment			(162,451	)			-
Loss on conversion of debt			(4,592	)			-
Digital currency theft loss			(33,037	)			-
Loss on settlement of warrants			-				(500,000	)
Loss on exchange of Series B preferred stock			-				(1,650,000	)
Total other income (expense)		$	(67,137	)		$	(4,865,482	)

The increase in our interest expense in the current fiscal year, which includes the amortization of debt discount and original issue discount, resulted from new convertible debt incurred.  

The realized loss on investments in all periods presented resulted primarily from losses recorded on our digital currencies, as we experienced the negative impact of fluctuating market values.  

The unrealized gain on investments for the year ended June 30, 2020 resulted from marking to market our investment in cryptocurrencies as of June 30, 2020. Unrealized gains or losses on investments for any date or period are dependent on the amount of cryptocurrencies on hand and the fluctuation in market values as reported by financial publications.

We estimate the fair value of the consideration received.

The following table sets forthmultinomial lattice models that value the computation of basic and diluted loss per share:

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

Page 29 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Recently Enacted Accounting Standards

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

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

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

Fair Value Measures

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

Page 30derivative liabilities at the inception of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Fair Value Measures (Continued)

Ourthe financial instruments, consist principallyand, in the case of cash. The table below sets forth our assetsconvertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities measured atas applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value on a recurring basisof the derivative liabilities will fluctuate from period to period, and the fairfluctuation may be material.

During the year ended June 30, 2020, we disposed of and wrote off non-serviceable, defective mining equipment with a net book value calculation input hierarchy level thatof $162,451. We did not report any loss on disposition of property and equipment during the year ended June 30, 2019.

The loss on extinguishment of debt of $4,592 in the year ended June 30, 2020 resulted from conversion of convertible notes to common stock where the conversion terms were outside the related agreements. We did not report any gain or loss on extinguishment of debt during the year ended June 30, 2019.

During the year ended June 30, 2020, we have determined appliesincurred a digital currency theft loss of $33,037 where a hacker obtained unauthorized access to our online digital currency processing service and transferred digital currencies out of our account.

On June 26, 2019, the Company entered into an Exchange Agreement with St. George Investments LLC (“St. George”) pursuant to which a convertible promissory note payable to St. George in the principal amount of $500,000 was issued in consideration for the surrender by St. George of all outstanding warrants previously issued in January 2018. As a result, we reported a loss on exchange of warrants of $500,000 in the year ended June 30, 2019.

On May 21, 2019, the Company and digiMine entered into an Exchange Agreement (the “Preferred Stock Exchange Agreement”) pursuant to which DigiMine agreed to surrender the remaining 20,000 shares of the Company’s Series B preferred stock held by it and terminate its rights under the Security and Pledge Agreement, dated April 30, 2018, in exchange for 10,000,000 shares of the Company’s common stock, which are to be issued in ten tranches of 1,000,000 shares each assetbeginning ten trading days after the date of the Exchange Agreement and each ten trading days thereafter. The Company identified a derivative liability category.associated with the obligation to issue the common shares recorded initially at $1,650,000 and recorded a loss on the Series B preferred stock exchange of $1,650,000 for the year ended June 30, 2019.

Net Loss

NOTE 3-     As a result, our net loss for the year ended June 30, 2020 was $1,081,775, compared to a net loss of $9,513,271 for the year ended June 30, 2019.

LIQUIDITY AND CAPITAL RESOURCES

PROVISION FOR INCOME TAXESOverview

The Company recognizes

As of September 30, 2020, we had total current assets of $108,935, including cash of $102,435, and total current liabilities of $668,217, resulting in a working capital deficit of $559,282.  Included in current liabilities as of September 30, 2020 are derivative liabilities totaling $209,338, which we do not anticipate will require the tax effectspayment of transactionscash to settle.  In addition, we had a total stockholders’ deficit of $252,218 as of September 30, 2020.

We have funded our operations primarily from cash generated from our digital currency mining operations, gains on sale of digital currencies and proceeds from convertible notes payable.  During the three months ended September 30, 2020, we received net proceeds from convertible notes payable of $319,000. 

Sources and Uses of Cash Three Months Ended September 30, 2020 and 2019

We used net cash in operations of $210,421 in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arisingthree months ended September 30, 2020 as a result of our net operating loss carry-forwards have been offset completely by a valuation allowanceof $388,778, non-cash gains totaling $128,397, increases in digital currencies of $67,699 and prepaid expenses and other current assets of $3,250 and decreases in accounts payable of $34,239 and due to related party of $9,687, partially offset by non-cash expenses totaling $411,381 and increase accrued expenses of $10,248.

We used net cash in operations of $186,661 in the uncertaintythree months ended September 30, 2019 as a result of their utilizationour net income of $269,503, non-cash expenses totaling $470,945, and increases in future periods. Operating loss carry-forwards generated during the period from March 22, 2011 (dateaccrued expenses of inception) through March 31, 2011$17,987 and due to related party of $2,012 will begin to expire$9,079, partially offset by non-cash gain of $841,736, increases in 2031. Accordingly, using an effective ratedigital currencies of 35%, deferred tax$109,112, prepaid expenses and other current assets of approximately $704 were$3,250 and a decrease in accounts payable of $77.

During the three months ended September 30, 2020, we had net cash provided used in investing activities of $12,819, comprised of the purchase of digital currencies of $2,086,898 and the purchase of property and equipment of $209,638, partially offset by proceeds from the sale of digital currencies of $2,283,717.

During the three months ended September 30, 2019, we used net cash of $47,310 in investing activities comprised of the purchase of property and equipment of $110,281, partially offset by net proceeds from the sale of digital currencies of $62,971.

During the three months ended September 30, 2020, we had net cash provided by financing activities of $319,000 comprised of proceeds from convertible notes payable.   

During the three months ended September 30, 2019, we had net cash provided by financing activities of $247,000 comprised of proceeds from convertible notes payable.

Sources and Uses of Cash Years Ended June 30, 2020 and 2019

We used net cash in operations of $671,101 in the year ended June 30, 2020 as a result of our net loss of $1,081,775, non-cash gains totaling $788,875 and increase in digital currencies of $451,546, partially offset by non-cash expenses totaling $1,501,114 and increases in accounts payable of $45,415, accrued expenses of $51,513 and due to related party of $53,053.

By comparison, we used net cash in operations of $708,040 in the year ended June 30, 2019 as a result of our net loss of $9,513,271, increases in digital currencies of $251,627and equipment deposits of $27,971 partially offset by non-cash expenses totaling $8,993,776, decreases in prepaid expenses and other current assets of $5,750 and deposits of $13,973, and increases in accounts payable of $12,055, accrued expenses of $10,395 and due to related party of $48,880.

During the year ended June 30, 2020, we had net cash provided by investing activities of $218,191 comprised of net proceeds from the sale of investments of $714,126, partially offset by purchase of investments of $372,586 and the purchase of property and equipment of $123,349.

During the year ended June 30, 2019, we had net cash provided by investing activities of $189,335, comprised of net proceeds from the sale of investments of $231,782, partially offset by the valuation allowance.purchase of property and equipment of $42,447.  

During the year ended June 30, 2020, we had net cash provided by financing activities of $411,275 comprised of proceeds from convertible notes payable of $534,000 and proceeds from PPP loan payable of $7,583, partially offset by repayment of convertible notes payable of $130,308. 

During the year ended June 30, 2019, we had net cash provided by financing activities of $525,945 comprised of proceeds from convertible notes payable of $500,945 and proceeds from stock subscriptions payable of $25,000.

We will have to raise funds to successfully operate our digital currency mining operations and to fund our operating expenses. We will have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

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Going Concern

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

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

NOTE 4 -     STOCKHOLDERS' EQUITY

Preferred Stock

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

Page 31 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

NOTE 4 -     STOCKHOLDERS' EQUITY, (CONTINUED)

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

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

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

NOTE 5 - COMMON STOCK OFFERING

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

NOTE 6 - FOREIGN CURRENCY TRANSLATION

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

NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has incurred an operating deficitlosses since its inception isand used net cash in operating activities of $210,421 in the development stagethree months ended September 30, 2020.  As of September 30, 2020, the Company had an accumulated deficit of $22,453,760 and has generated no operating revenue.a total stockholders’ deficit of $252,218.  These itemsconditions raise substantial doubt about the Company's ability to continue as a going concern.

In view of these matters, realization of the assets

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach a successful level of operations is dependent uponon the Company's abilityexecution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to meetfund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial requirements through equity financing andstatements.

There can be no assurances that the successCompany will be successful in attaining a profitable level of futureoperations or in generating additional cash from the equity/debt markets or other sources fund its operations. TheseThe financial statements do not include any adjustments relating to the recoverability of assets and classification of recorded asset amountsassets and classification of liabilities that might be necessary shouldnecessary. Should the Company not be unablesuccessful in its business plan or in obtaining the necessary financing to continue in existence.fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

NOTE 8 -

SUBSEQUENT EVENTSCurrent and Future Impact of Covid-19

The Company has evaluated events from March 31, 2011 throughCovid-19 pandemic continues to have a material negative impact on capital markets.  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. 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. 

SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our condensed financial statements and in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2020.  The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements were issued. There are no subsequentand the reported amounts of revenue and expenses during the reporting period.  Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.

Digital Currencies

Digital currencies consist of Bitcoin and Ethereum, generally received for the Company’s own account as compensation for cryptocurrency mining services, and Chainlink and other digital currencies purchased for short-term investment purposes.  Given that there is limited precedent regarding the classification and measurement of cryptocurrencies under current Generally Accepted Accounting Principles (“GAAP”), the Company has determined to account for these digital currencies as indefinite-lived intangible assets in accordance with Accounting Standards Update ("ASU") No. 350, Intangibles – Goodwill and Other, for the period covered by this report and in future reports unless and until further guidance is issued by the Financial Accounting Standards Board (“FASB”).  An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired.  Impairment exists when the carrying amount exceeds its fair value.  In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not than an impairment exists.  If it is determined that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary.  If the Company concludes otherwise, it is required to perform a quantitative impairment test.  To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset.  Subsequent reversal of impairment losses is not permitted.  Realized gains or losses on the sale of digital currencies, net of transaction costs, are included in other income (expense) in the statements of operations. Changes in the fair value of digital currencies during the period are recorded as unrealized gains or losses in other income (expense) in the statements of operations.  As of September 30, 2020, the Company’s cost basis of digital currencies exceeded the market value by $2,521, which amount is recorded as unrealized loss on investments.

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Table of Contents

Property and Equipment

Property and equipment, consisting primarily of computer and other cryptocurrency mining equipment (transaction verification servers), is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Management has assessed the basis of depreciation of these assets and believes they should be disclosed.

Page 32depreciated over a three-year period due to technological obsolescence reflecting rapid development of 56hardware that has faster processing capacity and other factors. Additionally, during the year ended June 30, 2019, the Company wrote down cryptocurrency mining equipment by $2,097,930 to estimated net realizable value. The Company also wrote off abandoned leasehold improvements with a net book value of $107,150 to cost of goods sold during the year ended June 30, 2019. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2011

Page 33 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Page(s)

Balance Sheets                                                                                                                                                     35

Condensed Statements of Operations                                                                                                                    36

Condensed Statements of Cash Flows                                                                                                                   37

Notes to Condensed Financial Statements                                                                                                             38-44

Page 34 of 56

LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS