Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - LIGHTCOLLAR, INC.Financial_Report.xls
EX-31 - CERTIFICATION - LIGHTCOLLAR, INC.exhibit3193012.htm
EX-32 - CERTIFICATION - LIGHTCOLLAR, INC.exhibit3293012.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

(Mark One)

x

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number 333-103621

LIGHTCOLLAR, INC.

NEVADA

42-1771342

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

PO Box 973, #264

3rd Ave. West

SK S0K 4L0

(Address of principal executive offices)


(306) 228-3262

(Registrant’s telephone number)


(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]      No   [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant is required to submit and post such file).  Yes  [X]    No  [  ]


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


Large accelerated filer [  ]

            Accelerated filer

 [  ]

Non-accelerated filer   [  ]                                                                        Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                           Yes  [X]  No   [   ]


APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 1, 2012, the Company had 5,200,000 shares of its common stock issued and outstanding.





Table of Contents


PART I — FINANCIAL INFORMATION

3

Item 1. Financial Statements.

3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.  15

Item 4. Controls and Procedures.

16

PART II — OTHER INFORMATION

17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 6. Exhibits

17

SIGNATURES

17







PART I — FINANCIAL INFORMATION


Item 1. Financial Statements.














LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

(UNAUDITED)


FOR THE THREE AND SIX MONTHS ENDED

SEPTEMBER 30, 2012



































LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

(UNAUDITED)


          Page(s)


              


    Balance Sheets as of September 30, 2012 (Unaudited) and March 31, 2012              5

       


    Statements of Operations and Comprehensive Loss for the Three and Six

Months Ended September 30, 2012 and 2011 and for the Period from

March 22, 2011 (Inception) to September 30, 2012

          6       

  


    Statements of Cash Flows for the Six Months Ended September 30, 2012

and 2011 and for the Period from March 22, 2011, (Inception) to

September 30, 2012

          7

     

 

           

         

    Notes to Financial Statements

          8-13

     

   


































LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS






ASSETS

 

 

 

September 30,

 

March 31,

 

 

 

2012

 

2012

 

 

 

(Unaudited)

 

 

Current Assets

 

 

 

 

 

   Cash

 

 

 $        11,760

 

 $              25

    Total Current Assets

 

 

           11,760

 

                 25

 

 

 

 

 

 

TOTAL ASSETS

 

 

 $        11,760

 

 $              25

 

 

 

   

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

   Accounts payable

 

 

 $               80

 

 $         4,523

   Loans from related parties

 

 

           25,558

 

            5,248

      Total Current Liabilities

 

 

           25,638

 

            9,771

 

 

 

 

 

 

      Total Liabilities

 

 

           25,638

 

            9,771

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

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

 

 

 

 

 

     issued and outstanding

 

 

                   -   

 

                  -   

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

 

 

 

 

 

     5,200,000 and 3,800,000 shares, respectively, issued and outstanding

 

 

             5,200

 

            3,800

   Additional paid-in capital

 

 

           46,800

 

          34,200

  Deficit accumulated during the development stage

 

 

          (65,878)

 

         (47,746)

 

 

 

 

 

 

      Total Stockholders' Deficit

 

 

          (13,878)

 

           (9,746)

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 $        11,760

 

 $              25




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



5



LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)




 

 

Three Months Ended

 

Six Months Ended

 

From March 22,

 

 

September 30,

 

September 30,

 

2011, (Inception) to

 

 

2012

 

2011

 

2012

 

2011

 

September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

INCOME

 $                -

 

 $                 -   

 

 $              -

 

 $                 -   

 

 $                               -

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

     Organizational expenses

                   -

 

                    -

 

                 -

 

                    -

 

                           2,012

 

     Taxes and licenses

                   -

 

                    -

 

                 -

 

                800

 

                              800

 

     Office expenses

                   -

 

                    -

 

               95

 

                    -

 

                                95

 

     Accounting

           4,856

 

            6,837

 

          8,716

 

           13,192

 

                         28,831

 

     Legal expenses

           5,750

 

            7,477

 

          9,211

 

           19,654

 

                         33,632

 

     Marketing

                   -

 

                 45

 

                 -

 

                165

 

                              165

 

     Internet expenses

                   -

 

                    -

 

                 -

 

                  45

 

                                83

 

       Total Operating Expenses

         10,606

 

          14,359

 

        18,022

 

           33,856

 

                         65,618

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

     Interest

                   -

 

              (150)

 

(110)

 

              (150)

 

                            (260)

 

       Total Other Expenses

                   -

 

              (150)

 

           (110)

 

              (150)

 

                            (260)

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 $     (10,606)

 

 $      (14,509)

 

 $   (18,132)

 

 $      (34,006)

 

 $                    (65,878)

 

 

 

 

 

 

 

 

 

 

 

NET LOSS - BASIC AND DILUTED SHARES

 Nil

 

 $          (0.01)

 

 Nil

 

 $          (0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON

 

 

 

 

 

 

 

 

 

    SHARES OUTSTANDING

    4,210,870

 

     2,034,783

 

   4,006,557

 

      2,017,512

 

 




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



6



LIGHTCOLLAR, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)




 

 

Six Months Ended

 

From March 22,

 

 

September 30,

 

2011, (Inception) to

 

 

2012

 

2011

 

September 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

     Net loss

 

 $         (18,132)

 

 $        (34,006)

 

 $                (65,878)

 

 

 

 

 

 

 

  Changes in operating assets and liabilities

 

 

 

 

 

 

      Increase (decrease) in accounts payable

 

              (4,443)

 

              5,648

 

                            80

         Net cash used in operating activities

 

            (22,575)

 

           (28,358)

 

                   (65,798)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

                       -

 

                      -

 

                              -

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

     Loans from related parties

 

             20,310

 

              5,210

 

                     25,558

     Sale of stock for cash

 

             14,000

 

              8,000

 

                     52,000

         Net cash provided from financing activities

 

             34,310

 

            13,210

 

                     77,558

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

             11,735

 

           (15,148)

 

                     11,760

 

 

 

 

 

 

 

CASH - BEGINNING OF PERIOD

 

                    25

 

            17,988

 

                              -

 

 

 

 

 

 

 

CASH - END OF PERIOD

 

 $          11,760

 

 $           2,840

 

 $                  11,760





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



7





LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 (UNAUDITED)


NOTE 1-

ORGANIZATION AND BASIS OF PRESENTATION


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

The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The financial statements and notes are presented as permitted on Form 10-Q and do not contain all the information included in the Company’s annual statements and notes.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these financial statements be read in conjunction with the March 31, 2012 audited financial statements and the accompanying notes thereto.  Operating results for the six months ended September 30, 2012, are not necessarily indicative of the results that may be expected for the full year ending March 31, 2013.

These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.


NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Development Stage Company


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

Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America may require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could then differ from those estimates.  There are no such estimates or assumptions incorporated in the attached financial statements.

7









LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 (UNAUDITED)

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 (CONTINUED

Cash


For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.


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.


Domain Name Transfer


In accordance with ASC 845-30-10 – a nonmonetary asset received in a nonreciprocal transfer shall be recorded at the fair value of the asset received.  A transfer of a nonmonetary asset to a stockholder or to another entity in a nonreciprocal transfer shall be recorded at the fair value of the asset transferred.  


Furthermore, in accordance with ASC 845-10-50-1 – an entity that engages in one

or more nonmonetary transactions during a period shall disclose in financial statements for the period all of the following:

a.

The nature of the transactions;

b.

The basis of accounting for the asset(s) transferred; and

c.

Gains or losses recognized on transfers.

The domain name, “lightcollar.com,” was transferred to us from our sole Officer and Director on July 6, 2011 and had only a nominal fair value.  The transfer was accounted for as a nonreciprocal transfer under ASC 845-10-30-1.  The transfer of $45 and a renewal on January 5, 2012, in the amount of $38, were recorded as internet expense.


Office Space and Labor


The Company’s sole Officer and Director will provide the labor required to execute the business plan and supply the necessary office space and facilities for the initial period of operations.  The Company will recognize the fair value of services and office space provided by our sole Officer and Director as contributed capital in accordance with ASC 225-10-S99-4.  From inception (March 22, 2011) through September 30, 2012, the fair value of services and office space provided was estimated to be nil.




8








LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 (UNAUDITED)

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED


Net Income or (Loss) Per Share of Common Stock


  Basic earnings per share is computed by dividing income or loss available to common shareholders by the weighted average shares outstanding for the period.  Diluted earnings per share reflects the potential dilution due to other securities outstanding which could affect the number of common shares upon exercise. The Company has no potentially dilutive securities, such as options, warrants or convertible bonds, currently issued and outstanding.  Consequently, basic and diluted shares are the same, as presented in the Statements of Operations and Comprehensive Loss.

Fair Value Measures

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

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

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

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

Our financial instruments consist principally of cash and a loans from related parties (for which fair value is considered to be face value).  The table below sets forth our assets and liabilities measured at fair value, on a recurring basis, and the fair value calculation input hierarchy level that we have determined applies to each category.

 

        September 30, 2012        March 31, 2012

   Cash (Input Level 1)              $  11,760

                   $   25

9








LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 (UNAUDITED)


NOTE 3-

LOANS FROM RELATED PARTIES


The Company’s President and sole Director and a non-officer shareholder have advanced funds for Company expenses as unsecured loans from related parties.  The loans are payable on demand and therefore classified as current liabilities.  The total of advances payable to the sole officer and director was $15,305 as of September 30, 2012.  The non-officer shareholder loaned the Company $10,253 during the period, bringing total loans from related parties to $25,558.


NOTE 4-

PROVISION FOR INCOME TAXES


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods  and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards generated during the period from March 22, 2011, (date of inception) through September 30, 2012, of approximately $65,878 will begin to expire in 2031.  Considering an effective tax rate of 35%, a deferred tax asset of approximately $23,057 is present, although fully offset by the valuation allowance.

 

The Company has no tax positions at September 30, 2012, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.


The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense.  During the period from March 22, 2011, (inception) to September 30, 2012, the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at September 30, 2012


NOTE 5 -

STOCKHOLDERS’ EQUITY (DEFICIT)


Preferred Stock


As of March 31, 2012, 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.


10










LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 (UNAUDITED)


NOTE 5 -

STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)


Common Stock


As of September 30, 2012, the Company has 100,000,000 shares of common stock authorized with a par value of $0.001 per share. 5,200,000 shares have been sold.  


The following details the stock transactions for the Company:


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 a total of $20,000 for initial working capital.  


On September 27, 2011, the Company recorded the sale of 800,000 shares at $0.01 per share for a total of $8,000.  The proceeds were used for administrative expenses.


On October 17, 2011, the Company received $10,000 for the sale of 1,000,000 shares at $0.01 per share.  The proceeds were used for administrative expenses.


On September 4, 2012, the Company sold 1,400,000 shares at $0.01 per share for a total of $14,000, to be used for administrative expenses and pursuance of its business plan.


The inception-to-date loss of $65,878 less the $52,000 stock sale proceeds yields a stockholders’ deficit of $13,878 as of September 30, 2012.


NOTE 6 -

COMMON STOCK OFFERING


The Company has authorized, in its S-1 Registration, a common stock offering of a maximum of 10,000,000 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.  Subscriptions under the offering through September 30, 2012 totaled 3,200,000 shares for a total of $32,000 received.  On March 19, 2012, the Board of Directors voted to extend the offering to June 14, 2012.  The Company filed a Post-Effective Amendment to Form S-1 which was declared effective on August 7, 2012, extending the offering to December 28, 2012  


NOTE 7 -       FOREIGN CURRENCY TRANSLATION


Since the Company may operate in Canada there is potential for transactions denominated in Canadian dollars, although no material transactions occurred as of


11









LIGHTCOLLAR, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 (UNAUDITED)


NOTE 7 -       FOREIGN CURRENCY TRANSLATION (CONTINUED)


September 30, 2012.  Assets and liabilities denominated in Canadian dollars are revalued to the United States dollar equivalent as of the reporting date.  Since the Company has identified US Dollars as the functional currency, 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 8 -

GOING CONCERN


The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has incurred an operating deficit since its inception, is in the development stage,  has generated no operating revenue, and has negative working capital of $13,878. These items raise substantial doubt about the Company’s ability to continue as a going concern.


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



















12










Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


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


We are a developmental stage company.  We have never conducted active operations, we have had no revenues and we have minimal assets.  We have never declared bankruptcy, been in receivership, or involved in any legal action or proceedings.  


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


We intend to build a working relationship with an already established computer numerical control (“CNC”) production machining company.  CNC machining is the preferred method for manufacturing small precision devices.  Although we have not identified a U.S. or Canadian manufacturer or supplier of these products, we have identified companies that already produce these products in China.  To date our discussions have been limited to inquiring as to purchasing processes and requirements and 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 manufacturer 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.


Plan of Operation

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

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

Our plan of operation is to market and sell, as an online retailer, an illuminated pet collar pendant in the U.S. and Canadian market.  We estimate that we need at least twenty five thousand dollars ($25,000) in capital for the next twelve months of operations.  This amount of capital will only allow us to put into operation a minimal amount of our business plan.


The Company will not commence sales of any pendants prior to: locating and securing a manufacturer; finalizing a product design; and developing a functional website capable of processing customer orders.   Although we have not identified a U.S. or Canadian manufacturer or supplier of these products, we have identified companies that already produce these products in China.  To date our discussions have been limited to inquiring as to order processes and requirements and 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.  The Company’s President is actively working toward securing a producer/supplier.  


For the period from inception (March 22, 2011) through September 30, 2012, the Company had not generated any operating revenues and had a net loss of $(65,878).  

Going Concern Consideration









Our external auditors issued a going concern opinion on our March 31, 2012, audited financial statements that raises substantial doubt about our ability to continue as a going concern for the next 12 months given our current financial position. We have minimal assets and have achieved no operating revenues since our inception.  We have depended on loans from our sole officer and director, and sales of equity securities for funds to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings and/or loans from our sole officer and director to continue our operations. The financing may take the form of sales of debt securities or additional equity securities and/or loans from our sole officer and director or from third parties. There is no assurance that any additional financing, if required, will be available, or available on terms favorable and/or acceptable to us.


Off-Balance Sheet Arrangements:  

We do not have any off-balance sheet arrangements that have: or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Item 4. Controls and Procedures.


As of the end of the period covered by this report, Lightcollar carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) under the supervision and with the participation of Lightcollar’s President and Principal Financial Officer.  Based on; and as of the date of such evaluation, the aforementioned officers have concluded that Lightcollar’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.


There were no significant changes in Lightcollar’s internal controls or in other factors that could significantly affect these controls during the quarter ended September 30, 2012. There were no significant deficiencies or additional material weaknesses, and therefore there were no corrective actions taken.  It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.









PART II — OTHER INFORMATION


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


On March 25, 2011, the Company accepted a subscription agreement for 2,000,000 shares at $0.01 per share from its sole officer and director, Colin Mills.  Funds under the subscription have been used for legal, accounting and start-up expenses.  Because the sale of shares to our sole Officer and Director did not involve a public offering (it was an isolated transaction with no general solicitation); the sale was exempt from registration under Section 4(2) of the Securities Act of 1933.  These shares were issued to our sole officer and director in consideration for the payment of start-up expenses, and bear a restrictive legend.


On September 22, 2011, the Company issued 800,000 shares of common stock under its active Prospectus, original filed as part of its S-1 Registration Statement.  The shares were sold at $0.01 per share for a total of $8,000.  On October 12, 2011, the Company issued 500,000 shares of common stock under its active Prospectus, originally filed as part of its S-1 Registration Statement.  The shares were sold at $0.01 per share for a total of $5,000. On December 9, 2011, the Company issued an additional 500,000 shares of common stock under its active Prospectus.  The shares were sold at $0.01 per share for a total of $5,000.  Through September 30, 2012, the Company has raised a total of $32,000 through sales of its common stock previously registered through its S-1 Registration Statement.  The original Prospectus expired on June 11, 2012.  The Company has filed a post-effective amendment to that Prospectus to extend the offering until December 31, 2012.  The post-effective amendment was declared effective August 7, 2012.  All funds received are used for working capital for the Company.  Proceeds received by the Company, from these sales of registered securities, have been used for legal, accounting, auditing and general and administrative expenses.


Item 6. Exhibits

Exhibits:


Exhibit No.

Document

Location

31

Rule 13a-41(a)/15d-14(a) Certificates

Included

32

Section 1350 Certifications

Included

101.INS*

XBRL Instance

Included

101.SCH*

XBRL Taxonomy Extension Schema

Included

101.CAL*

XBRL Taxonomy Calculation

Included

101.DEF*

XBRL Taxonomy Definition

Included

101.LAB*

XBRL Taxonomy Extension Labels

Included

101.PRE*

XBRL Taxonomy Extension Presentation

Included

* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.




SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.









[lightcollar10q93012clean1001.jpg]

                         LIGHTCOLLAR, INC.





November  07, 2012                                        

Date

                               COLIN MILLS, PRESIDENT, CFO, CEO