SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Dico, Inc.

(Exact name of registrant as specified in its charter)

3445 Lawrence Ave

Oceanside, NY 11572

Telephone: (516) 620-0974

(Address and telephone number of registrant's

principal executive offices)

Edward Lazar

3445 Lawrence Ave

Oceanside, NY 11572

Telephone: (516) 620-0974

 (Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of all Correspondence to:

J.M. Walker & Associates

Attorneys At Law

7841 S. Garfield Way

Centennial, Colorado

Telephone: (303) 850-7637

Facsimile: (303) 482-2731

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

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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, please check the following box: [X]

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.   

Calculation of Registration Fee

(1)

Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee.

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

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

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Preliminary Prospectus                         Dated January 28, 2014

Dico, Inc.

Up to a maximum of 2,000,000 common shares at $0.10 per common share.

We are registering 2,000,000 common shares at the purchase price of $0.10 per common share for an aggregate offering price of $200,000.  If we do not sell at least 500,000 shares for a total of $50,000, we may not have sufficient funds to enable us to implement our business plan within the next twelve months.

The offering will commence on the effective date of this prospectus and will terminate on or before January 30, 2015.  In our sole discretion, we may terminate the offering before all of the common shares are sold.

There is no market for our securities.  Our common stock is presently not traded on any public market or securities exchange, and we have not applied for listing or quotation on any public market.  

We will sell the common shares ourselves and do not plan to use underwriters or pay any commissions.  We will be selling our common shares using our best efforts and no one has agreed to buy any of our common shares.  

There is no minimum amount of common shares we must sell.  As such, no funds raised from the sale of our common shares will go into escrow, trust or another similar arrangement.  Because there is no minimum to our offering, if we fail to raise enough capital to commence operations, investors could lose their entire investment and will not be entitled to a refund.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced company reporting requirements.  Our auditor has expressed substantial doubt as to our ability to continue as a going concern.

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 8 IN THIS PROSPECTUS.

Neither the SEC nor any state securities commission has approved these common shares or determined that this prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.

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

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TABLE OF CONTENTS

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PROSPECTUS SUMMARY

To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 8 and the financial statements.

General

Dico, Inc. was incorporated in the State of Nevada on October 30, 2013.  Our principal executive offices are located at 3445 Lawrence Ave, Oceanside, NY, 11572.  Our telephone number is (516) 620-0974.

Operations

The registrant is a wholesaler and marketer of affordable diamonds.  Since inception, we have been working with diamond brokers and manufacturers to get the product that we need for resale to retail jewelry stores and other jewelry manufacturers.  

We will begin offering our product to retail jewelry stores and other jewelry manufacturers once we have sufficient inventory.  We currently have one salesman that will be travelling and selling our products.  We will offer a selection of diamonds of consistent product quality.  

Our principal product line will be an assortment of smaller cut stones, generally priced between $175 to $700 per carat (a unit of weight for precious stones equivalent to 200 milligrams).  We have not yet generated any revenues, but we expect to begin generating revenues once we have sufficient inventory to continue our business plan.

Common Shares

Outstanding prior

to the Offering

3,000,000

Common Shares being

sold in this offering

2,000,000

Terms of Offering

This is a self-underwritten public offering with no minimum purchase requirement.  Common shares will be offered on a best efforts basis and we do not intend to use an underwriter for this offering.  

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We do not have an arrangement to place the proceeds from this offering in an escrow, trust, or similar account.  Any funds raised from the offering will be immediately available to us for our immediate use.

Termination of the

  Offering  

The offering will commence on the effective date of this prospectus and will terminate on or before January 30, 2015.  In management’s sole discretion, we may terminate the offering before all of the common shares are sold.

Market for our common

 stock  

Our common stock is not quoted on any public market or securities exchange.  We cannot provide any assurance that an active market in our common stock will develop.  

Use of proceeds

We will use the proceeds of this offering to add personnel to expand our business and will add personnel as required.  Should we be unable to raise at least $50,000, we would give priority to allocating capital to complete everything necessary to be ready to meet our SEC reporting requirements.  Any remaining capital would be used to fund working capital needs, including the employment of additional personnel.

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Our business is subject to numerous risk factors, including the following.

We cannot offer any assurance as to our future financial results. We have received a going concern opinion from our auditors. You may lose your entire investment.

Our independent auditors have included in their audit report, included with this prospectus, an explanatory note regarding our ability to continue as a going concern. Since we have not commenced any business operations to date, have a working capital deficit and that we must secure additional financing to commence our business plan; these matters raise substantial doubt about our ability to continue as a going concern. To date, we have completed only the preliminary stages of our business plan, which includes the formation of our company and the identification of our plan of operation. We cannot assure you that we will be able to generate sufficient revenue to achieve profitability. At this current time, we cannot predict with assurance the potential success of our business.  This increases the risk that we may not be able to continue as a going concern.

We have not commenced operations and, therefore, we are considered a "development stage" company. We have no meaningful historical data for an investor to evaluate. The revenue and income potential of our business and the market for online jewelry sales has not been proven. We will encounter risks and difficulties commonly faced by development stage companies in new and rapidly evolving markets. We intend to make significant investments in our infrastructure and website.  We estimate that we will require a minimum of $50,000 over the next twelve months to continue operations. As a result, we will have a net loss from operations and may not be able to reach or sustain profitability in the future. If we fail to become profitable, we will be forced to cease operations.

We do not have a public market in our securities. If our common stock has no active trading market, you may not be able to sell your common shares at all.

We do not have a public market for our common shares. Our securities are not traded on any public market or securities exchange. We cannot assure you that an active public market will ever develop. Consequently, you may not be able to liquidate your investment in the event of an emergency or for any other reason.

All proceeds from this offering will be sent directly to the company.  We are not using an escrow account as part of this offering, and as a result, your investment is non-refundable.

There is no minimum offering amount.  We are not using an escrow account for gathering the proceeds of this offering, and instead are having all proceeds sent directly to the company for our use.  As a result, all funds received during this offering will be put to

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immediate use in furtherance of our business plan, and is thus non-refundable.  Further, if we do not raise sufficient funds to continue our business plan, the money raised in this offering will be used for fulfilling our SEC reporting requirements and for additional fundraising efforts.

We may need to raise additional funds in the future. These funds may not be available on acceptable terms or at all, and, without additional funds, we may not be able to maintain or expand our business.

Our operations require substantial funds to finance our operating expenses, to maintain and expand our marketing and sales capabilities and to cover public company costs. Without these funds, we may not be able to meet our goals.

We may seek additional funding through public or private financing or through collaborative arrangements with strategic partners. However, you should also be aware that in the future:

•

we cannot be certain that additional capital will be available on favorable terms, if at all;

•

any available additional financing may not be adequate to meet our goals; and

•

any equity financing would result in dilution to stockholders.

If we cannot raise additional funds when needed, or on acceptable terms, we may not be able to effectively execute our growth strategy (including entering the retail market), take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements. In addition, we may be required to scale back or discontinue expansion plans, or obtain funds through strategic alliances that may require us to relinquish certain rights.

We do not meet the requirements for our stock to be quoted on NASDAQ, American Stock Exchange or any other senior exchange and the tradability in our stock will be limited under the penny stock regulation.

The liquidity of our common stock is restricted as the registrant's common stock falls within the definition of a penny stock.

SEC regulations also require additional disclosure in connection with any trades involving a penny stock, including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks.  In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer.  The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for

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our securities.  In addition, few brokers or dealers are likely to undertake these compliance activities.  Price fluctuations and the lack of a liquid market make trading in penny stocks a riskier investment.

These requirements may restrict the ability of broker/dealers to sell the company's common stock, and may affect the ability to resell the company's common stock.

We are dependent on Edward Lazar and key management personnel. The failure to attract and retain the necessary personnel could have a materially adverse effect on our business, operations and financial condition.

Our success is dependent upon, among other things, the services of Edward Lazar, our chief executive officer. The loss of Mr. Lazar's services could have a material adverse effect on our business, operations and financial condition. We do not have key-man life insurance policy for Mr. Lazar.  Edward Lazar has held positions and has been consulting within the diamond industry for 36 years.

The expansion of our business will place further demands on existing management and future growth. Profitability will depend, in part, on our ability to hire and retain the necessary personnel to operate our business. There is no certainty that we will be able to identify, attract, hire, train, retain and motivate other highly skilled technical, administrative, managerial, marketing and customer service personnel. Competition for such personnel are intense and there is no certainty that we will be able to successfully attract, integrate or retain sufficiently qualified personnel. The failure to attract and retain the necessary personnel could have a materially adverse effect on our business, operations and financial condition.

David Lazar, our chief operating officer, currently owns 100% of our outstanding common stock.  You may not have any control over the direction of the company.

David Lazar, our Chief Operating Officer, currently owns 100% of the outstanding common stock.  At the end of this offering, assuming every share has been sold, he will own 60% of the outstanding common stock and will thus have complete control over all decisions made by the company.  As a result, your investment may not ever be sufficient to enable you to influence the direction of the company.

Our success may depend on the ability of our distributors to implement viable marketing initiatives.

We will offer the majority of our products through a network of independent distributors. Our success is dependent upon the ability of these distributors to implement viable marketing initiatives. Many of these distributors may carry products from several different companies. There is a risk that these distributors will give priority to the

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products of other suppliers. The reduction or loss in sales by one or more of our distributors, or the inability to attract new distributors, could have a material adverse effect on our business.

As most diamond purchases are discretionary in nature, a down turn in general economic conditions may cause our revenues to decline.

Diamond purchases are discretionary for consumers and may be particularly affected by adverse trends in the general economy. The success of our operations depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions that affect disposable consumer income such as: employment; wages and salaries; business conditions; interest rates; availability of credit; and taxation for the economy as a whole and in regional and local markets where we operate. There can be no assurance that consumer spending will not be adversely affected by general economic conditions and negatively impact our results of operations or financial conditions. Any significant deterioration in general economic conditions or increases in interest rates may inhibit consumers' use of credit and cause a materially adverse effect on our net sales and profitability. Furthermore, any downturn in general or local economic conditions in the markets in which we operate could materially adversely affect our collection of outstanding customer accounts receivables.

If we are unable to anticipate consumer preferences, we may not become profitable.

Our success depends upon our ability to anticipate and respond to changing consumer preferences in a timely manner. Any failure by us to identify and respond to changing consumer tastes could hurt our sales. If we misjudge the market for our products, we may be faced with unsold inventory.

We may not be able to compete in the highly competitive diamond industry and may never become profitable.

The diamond industry is highly competitive. We compete with a large number of established diamond manufacturers and importers that have significantly greater experience than us in designing, developing, marketing and distributing such products, and who have significantly greater financial, distribution, advertising and marketing resources than we do. Increased competitive pressures from current and future competitors could have a material adverse effect on our business.

We do not have any written agreements with our diamond suppliers and manufacturers. We may not be able to retain their services.

We have not entered into any written agreements with suppliers and manufacturers. We cannot assure you that we will be able to retain their services in the future. As a result, the cost of obtaining similar quality services may negatively effect our operations if our

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relationship with any of these individuals ceases. Additionally, we may not be able to find qualified suppliers or manufacturing personnel to replace these individuals.

Delays in prompt payments from our customers or disputes may adversely affect our business.

We are and will be dependent upon reasonably prompt payments from our customers to include large commercial businesses, government bodies and other contracted parties. Delays or disputes may materially affect our cash flow and place our operations in substantial jeopardy. We are not certain we can obtain bank lines of credit for financing receivables, if needed, or that the terms of such credit would be reasonable or affordable.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our results of operations.

As a public company, we will incur legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements.  These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules implemented by the Securities and Exchange Commission and other applicable securities or exchange-related rules and regulations.  In addition, our management team will also have to adapt to the requirements of being a public company.  We expect complying with these rules and regulations will substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services.  Additionally, if these requirements divert our management’s attention from other business concerns, our results of operations could be adversely affected.

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved.  We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

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We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period.

We are an “emerging growth company” and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved.  We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions.  If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.  In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  However, we are choosing to opt out of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.  Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

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FORWARD LOOKING STATEMENTS

The statements contained in this prospectus that are not historical fact are forward-looking statements which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.  We have made the forward-looking statements with management’s best estimates prepared in good faith.

Because of the number and range of the assumptions underlying our projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond our reasonable control, some of the assumptions inevitably will not materialize and unanticipated events and circumstances may occur subsequent to the date of this prospectus.

These forward-looking statements are based on current expectations, and we will not update this information other than required by law.  Therefore, the actual experience of the registrant, and results achieved during the period covered by any particular projections and other forward-looking statements should not be regarded as a representation by the registrant, or any other person, that we will realize these estimates and projections, and actual results may vary materially.  We cannot assure you that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

PLAN OF DISTRIBUTION

This prospectus relates to the sale of 2,000,000 common shares by the registrant.

There is no market for our securities.  Our common stock is not traded on any public market or securities exchange.  After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority for our common stock to be quoted on the over-the-counter market.  We do not yet have a market maker who has agreed to file such application.

The Offering

We intend to sell the 2,000,000 common shares ourselves and do not intend to use underwriters or pay any commissions for these sales.  We will be selling our common shares using the best efforts of Mr. David Lazar, an officer and director of the registrant.  Mr. Lazar will not receive any compensation for sales made.

In accordance with Rule 3(a)(4)(ii) of the Securities Exchange Act of 1934, Mr. Lazar primarily performs substantial duties on behalf of the registrant that has no connection to securities transactions.

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Mr. Lazar is not a broker or dealer or an associated person of a broker or dealer, nor has he been within the preceding 12 months.  He will not participate in selling an offering of securities for any issuer more than once every twelve months other than in reliance on Rule 3(a)(4)(i) and (iii).

There is no plan or arrangement to enter into any contracts or agreements to sell the common shares with a broker or dealer.  Mr. Lazar will sell the common shares and intends to offer them to friends, family members and business acquaintances.

There is no minimum amount of common shares we must sell so no money raised from the sale of our common shares will go into escrow, trust or another similar arrangement.

Penny Stock

Under the rules of the Securities and Exchange Commission, our common stock will come within the definition of a “penny stock” because the price of our common stock on the OTC Bulletin Board is below $5.00 per share.  As a result, our common stock will be subject to the "penny stock" rules and regulations.  Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stock.  These regulations require broker-dealers to:

   -  Make a suitability determination prior to selling penny stock to the purchaser;

   -  Receive the purchaser’s written consent to the transaction; and

   -  Provide certain written disclosures to the purchaser.

DESCRIPTION OF BUSINESS

Overview

The registrant is a wholesaler and marketer of affordable diamonds.  Since inception, we have been working with diamond manufacturers to supply our inventory.  We began operations in December 2013.  We currently have one sales representative that will be marketing our products.

We are a development stage company.  We are currently developing our sample lines so that we can sell our products.  We estimate that it will take two months to complete our product line for sale.  Once our product line has been completed, we will begin marketing efforts.

Business Strategy

Our current business model calls for the implementation of the following strategies:

- Our wholesalers will maintain a broad product mix of diamonds in various sizes and quality in order to meet the needs and price points of various potential customers.  Jewelry retailers generally prefer to have a stock of diamonds with a number of different qualities in stock.  As a wholesaler we will be more price competitive as we have no manufacturing facilities.

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- Marketing our product lines – Our marketing strategy is to increase brand recognition of the Dico name through advertising in consumer magazines and online publications.  For the next six months, we will be concentrating on the marketing of our products via direct contact with retailers.  Other business activities will only be pursued if we raise at least $50,000 and/ or when we begin to generate a positive cash flow, if ever.  The cost of expanding our product line is on a piecemeal basis and is yet to be determined.

We have not yet taken any steps to secure customers, as we are still in the process of developing our product line.  Once our product line has been completed, we will begin marketing efforts.  No sales have been made to date.

Our Products - Principal product line.

Our principal product line will be a wide assortment of diamonds purchased from our suppliers, focusing on lower price points in the diamond market.  We estimate that it will take two months to fully prepare our product line for sale.  We will begin selling once the product line is ready.

We intend to feature top light brown diamonds, silver tip diamonds, and black diamonds in our product line.  We will regularly update our inventory lines.

Pricing

The prices for our diamonds are determined on an individual basis depending on the quality of the stone.  Our prices are generally set based upon the cost of the stone from suppliers, the quality of the stone, and how the stone was cut.  We intend to sell diamonds at a price that will generally be between $175 to $700 per carat, depending on the quality of the stone.

Suppliers

We will purchase our diamonds from a variety of suppliers.  We do not believe the loss of any particular supplier will have a material effect on our business.  Alternative sources of supply for the production of diamonds are readily available.

We have no continuing contracts with any of our suppliers, and our relationship with them may be terminated by either party at any time.  We are not dependent upon any particular supplier for its raw materials.  We have not encountered any difficulty in obtaining sufficient raw materials for our needs, and do not predict any difficulties doing so in the future.

Manufacturing

We will not manufacture any product.  All of our product will be purchased via outside suppliers and manufacturers.

We will update our product offerings periodically by adding new stones and eliminating less popular diamonds provided by our suppliers.

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Marketing

Our marketing strategy is to increase brand recognition of the Dico name via the internet and direct advertising.  We intend to market and sell our diamonds primarily through our in-house sales and marketing team.  We will be marketing through our showroom, through direct presentations at customer’s locations, and through the use of catalogues, the Internet, and other advertising media, including consumer magazines and online publications.  We are currently working on catalog pages for retail jewelry stores to view our products as well as supplying it to them for advertising purposes.

Competition

The diamond industry is highly competitive, both in the United States and on a global basis.  The registrant will encounter competition primarily from manufacturers with national and international distribution capabilities as well as from large wholesalers, and, to a lesser extent, from small regional suppliers of diamonds.

Our competitors include domestic and foreign diamond manufacturers, wholesalers, and importers who may operate on a national, regional, and local scale.

The principal competitive factors in the industry are price, quality and customer service.  The recent trend towards consolidation at the retail level in the diamond industry and low labor costs outside of the United States may increase the level of competition facing the registrant.

Product availability and the ability to offer consistent product quality at competitive prices tend to be the key competitive factors to the customer segments that we serve.  Some of our competitors may specialize in sales to particular distribution channels and may have relationships with customers in those distribution channels that make competition by us more difficult.

We believe that the principal competitive factors in our market include:

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Service functionality, quality and performance;

-

Ease of use, reliability, scalability and security of services;

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Customer service and support;

-

Establishing a significant base of customers and distribution partners;

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Ability to introduce new services to the market in a timely manner;

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Ability to integrate with third-party offerings and services; and

-

Pricing.

Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, and other resources and greater name recognition than we have. Our current and future competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements. Some of these competitors have dominant positions in other markets and may seek to leverage those positions to expand their presence, which may make it more difficult for

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others to compete. In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with third parties and with each other to increase the availability of their products and services to the marketplace. Competitors may introduce products or services that have better capabilities or performance, lower prices, or broader distribution or market acceptance, which could cause us to lose customers, lose revenue and earnings, lose market share or require us to increase expenses or reduce the price of our services, any of which could harm our business and operating results.

Distribution

We will ship our products to wholesale distributors, retail jewelry stores, as well as for internet sales once our product line has been completed.  No shipping has been done to date.

We currently have no contracts with any customers.

Seasonal Nature of Business

Wholesale purchases of diamonds generally occur during the third quarter.  While our sales are subject to seasonal fluctuations, these fluctuations should be mitigated to a degree by the early placement of orders, particularly for the Christmas holiday season.  For most manufacturers, these sales patterns reflect a business that tends to do one-third of all business during the first half of the year with the remaining two-thirds of business occurring in the second half of the year.

Going Concern

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the short term, the registrant expects operating costs to continue to exceed funds generated from operations.  As a result, we expect to continue to incur operating losses and may have insufficient funds to grow its business in the near future.  We can give no assurance that it will achieve profitability or be capable of sustaining profitable operations.  As a result, operations in the near future are expected to continue to use working capital.

For the next six months, we shall only concentrate on the marketing of our products at jewelry shows. The ability of the registrant to continue as a going concern is dependent on our ability to raise at least $50,000 through this offering and the success of our future operations.

Patents, Trademarks, Intellectual Property, and Proprietary Protection

The registrant does not own or license any patents, trademarks, or service marks that are material to our business.

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Insurance

We do not currently maintain any insurance covering our current inventory, our premises, on any goods in transit, or against theft or embezzlement by our employees.

Employees

We presently have one full-time employees and one part-time employee.  Our sales representatives are paid on a commission basis. There are no written agreements with any of our employees.

Properties

Our corporate offices are located at 3445 Lawrence Ave, Oceanside, NY 11572. Our telephone number is (516) 620-0974.  These offices consist of 500 square feet that are leased on a month to month basis for $500.00 per month.

Reports to Security Holders

We will file the necessary quarterly and other reports with the Securities and Exchange Commission.  Although we will not be required to deliver our annual or quarterly reports to security holders, we intend to forward this information to security holders upon receiving a written request to receive such information.  The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Securities and Exchange Commission located at 100 F Street N.E., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.  In addition, the Commission maintains a World Wide Website on the Internet at: http://www.sec.gov that contains reports and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.

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USE OF PROCEEDS

Any proceeds received from the sale of our common shares will be deposited directly into the operating account of the registrant. We will be attempting to raise up to $200,000, minus expenses of $25,500, from the sale of our common shares. These proceeds will be used as follows:

Our offering expenses are comprised of legal and accounting expenses.   Our officers and directors will not receive any compensation for their efforts in selling our shares.

Working capital may also consist of income taxes, interest expense, jewelry sales commissions and administrative expenses

In the event we are not successful in selling all of the securities to raise at least $50,000, we would utilize any available funds raised the following order of priority:

- For general and administrative expenses, including legal and accounting fees and administrative support expenses incurred in connection with our reporting obligations with the SEC.

- For sales and marketing and

- For website development

DETERMINATION OF OFFERING PRICE

Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.  We are offering the common shares at a price of $0.10 per share.  Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share.  The price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.

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The offering price was determined arbitrarily based on a determination by the board of directors of the price at which they believe investors would be willing to purchase the shares.  Additional factors that were included in determining the offering price are the lack of liquidity resulting from the fact that there is no present market for our stock and the high level of risk considering our lack of profitable operating history.

DILUTION

Upon the completion of the offering, there will be up to 5,000,000 common shares outstanding.  The following table illustrates the per common share dilution that may be experienced by investors at various funding levels.

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REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

DICO Inc.

We have audited the accompanying balance sheet of DICO Inc (“the Company”) as of December 31, 2013 and the related statements of operations, changes in stockholders’ equity and cash flows for the period from inception (October 30, 2013) through December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DICO Inc as of December 31, 2013 and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As of December 31, 2013, the Company does not have sufficient working capital and cash resources to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Dov Weinstein & Co. C.P.A. (Isr)

www.wcpa.co.il

Jerusalem, Israel

January 12, 2014

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DICO INC

(A Development Stage Company)

BALANCE SHEET

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

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DICO INC

(A Development Stage Company)

STATEMENT OF OPERATIONS

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

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DICO INC

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' DEFICIT

for the period of OCTOBER 30, 2013 (INCEPTION) to DECEMBER 31, 2013

NOTE 7 – RELATED PARTY TRANSACTIONS

Details of transactions between the Corporation and related parties are disclosed below.

The following entities have been identified as related parties:

Edward Lazar

Director

David Lazar

Director and greater than 10% stockholder

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The following transactions were carried out with related parties:

From time to time, the director and stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand.

NOTE 8 – RECENT ACCOUNTING STANDARD UPDATES

There are no new accounting pronouncements expected to have any impact on the Company's financial statements.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

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Up to a Maximum of 2,000,000 Common Shares

at $0.10 per Common Share

Prospectus

Dico, Inc.

January 28, 2014

YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.

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

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in connection with the distribution of the securities being registered.

The registrant shall pay the expenses.

Item 14.  Indemnification of Directors and Officers

The registrant’s bylaws provide that:

(A) No officer or director shall be personally liable for any obligations of the registrant or for any duties or obligation of the registrant or for any duties or obligations arising out of any actions or conduct of such officer or director or director performed for or on behalf of the registrant.

(B) The registrant shall and does hereby indemnify and hold harmless each person and his or her heirs and administrators who shall serve at any time hereafter as a director or officer of the registrant from and against any and all claims, judgments and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been a director or officer of the registrant or by reason of any action alleged to have heretofore or hereafter been taken or admitted to have been taken by him or her as such director or officer and shall reimburse each such persons for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability, including power to defend such person from all suits or claims as provided for under the laws of the State of Nevada; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection  with any claim or liability arising out of his or her negligence or willful misconduct.  The rights accruing to any person shall not exclude any other right to which he or she may lawfully be entitled, nor shall anything herein contained restrict the right of the registrant to indemnify or reimburse such person in any proper case, even though not specifically herein provided.  The registrant, its directors, officers, employees and agent shall be fully protected in taking any action or making any payment in reliance upon the advice of counsel

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Item 15.  Recent Sales of Unregistered Securities

On October 31, 2013, the registrant issued 3,000,000 common shares to David Lazar, an officer and director of the registrant, at a price of $0.0001 per share, for $300 cash.  This issuance is exempt under Section 4(2) of the Securities Act.  Mr. Lazar has sufficient knowledge and experience in finance and business matters to be a “sophisticated investor”, had full access to the type of information normally provided in a prospectus, and has agreed not to resell or distribute the securities to the public.

Item 16.  Exhibits and Financial Statement Schedules

---------------------------------------------------

The following exhibits are filed as part of this registration statement:

Exhibit            Description

-------             

-----------

   3    

Articles of Incorporation, By-Laws

  (i)      Articles of Incorporation and amendment.

  (ii)     By-Laws.

   5   

Consent and Opinion of J.M. Walker & Associates, Attorneys at  

  Law regarding the legality of the securities being registered

  11   

Statement of Computation of Per Share Earnings

  This Computation appears in the Financial Statements.

  23   

Consent of Certified Public Accountant.

Item 17.  Undertakings

----------------------

   (a) The undersigned registrant hereby undertakes:

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

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

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

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

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

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

     (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

  The registrant is relying on Rule 430B (230.430B of this chapter):

   A.  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

   B.  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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  (6)  That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:  The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

   i.  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Oceanside, State of New York, on January 28, 2014.

Dico, Inc.

By: /s/ Edward Lazar

      Edward Lazar, CEO

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

By:  /s/Edward Lazar

Dated: January 28, 2014

       Edward Lazar, Chief Executive Officer

       Principal Executive Officer, Director

       Controller

By:  /s/David Lazar

Dated: January 28, 2014

       David Lazar

       Chief Operating Officer, Principal Financial Officer

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