SEC Company Response from LIGHTSCAPE TECHNOLOGIES INC. (CIK 0001108891) — Mar 18, 2021
LIGHTSCAPE TECHNOLOGIES INC. (CIK 0001108891)
Date: March 18, 2021 · CIK: 0001108891 · Accession: 0001262463-21-000078
AI Filing Summary & Sentiment
File numbers found in text: 000-30299
Referenced dates: March 9, 2021
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CORRESP
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filename1.htm
March 18, 2021
Melissa Gilmore
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
100 F. Street, N.W.
Mail Stop 4561
Washington, D.C. 20549-3561
RE: Lightscape Technologies, Inc.
Registration Statement on Form 10-12G
Filed February 12, 2021
File No. 000-30299
Ms. Gilmore:
This correspondence is
in response to your letter dated March 9, 2021 in reference to our filing of the Form 10 filed February 12, 2021 on the behalf
of Lightscape Technologies, Inc., File No. 000-30299.
Please accept the following responses and note
that Registrant filed amended Form 10-12G on March 16, 2021. We also acknowledge the initial comment #1 begins with the general
statement of effectiveness by lapse of time 60 days after the original filing date, pursuant to Section 12(g)(1) of the Securities
Exchange Act of 1934.
Comment 2
General Background of the Company,
page 3
2. Please expand the references on page
3 to Small Cap Compliance filed a motion for “custodianship” and was granted “custodianship” to explain
the meaning of the term “custodianship.” Also, disclose what actions Small Cap Compliance performed in the role of
custodian and the terms of the custodianship, including any consideration received in connection therewith.
Answer: Registrant
notes the Commission’s comment and has amended its registration statement on page 3 to reflect the following statement: As
a custodian, Small Cap Compliance, LLC (“Small Cap”) applied to become the court appointed custodian over Lightscape
Technologies, Inc., (the “Company”) at the time, the Company was delinquent and in arrears with its financial obligations
as a corporation under the laws of the State of Nevada, where it is domiciled, amongst other financial obligations such as to its
securities transfer agent. The duty of a court appointed custodian is to meet those financial obligations and to reconcile past
accounts so that the Company shall continue its path towards rehabilitation. Small Cap performed the aforementioned required functions
as a court appointed custodian and provided evidence of its role in the Company’s rehabilitation with the court. Small Cap
received no consideration from the court for its work but received $0.076 per share for its 500,000 shares of Series A Preferred
Stock which was a privately negotiated transaction and deemed as a change in control.
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Comment 3
Security Ownership of Certain Beneficial
Owners and Management, page 19
Please revise your disclosure to identify
the natural person or persons who have voting and investment control of the shares held by each of the entities in the table.
Answer: We have amended our registration
to include the following on page 19: As a custodianship company, we did not have corporate records and relied on public disclosures
and we have to the best of our ability identified each of the persons who have voting and investment control over the shares with
respect to the entities in our table.
SMC Investment Management Limited – Hamilton Tang
Terry Group Limited – Bondy Tan
Moral Success Management Limited – Charles Cheung
Faircrown Investments Limited – Scott Booth
Best Match (Asia) Limited – Francis Man Chung
Wong
Top Wealth Worldwide Limited – Kwok Tin Tang
Accurate Dragon Limited – Alfred Lee Ming Sung
Comment 4
Financial Statements and Exhibits,
page 27
Please ensure that you have filed as
an exhibit the Certificate of Articles of Incorporation.
Answer: We have amended our registration
statement to include the Certificate of Articles of Incorporation as Exhibit 3.1.
Registrant wishes to acknowledge the following:
The Company is responsible for the adequacy and accuracy of the disclosures in the filing.
Staff comments, or changes to disclosures in response to staff comments in filings disclosed
to the Staff, do not foreclose the Commission from taking any action with respect to the filing.
The Company may not assert the Staff comments as a defense in any proceeding initiated by
the Commission or by any person under the Federal Securities Laws.
Respectfully submitted,
/s/ Andrew Khor Poh Kiang
Andrew Khor Poh Kiang
President, Chief Executive Officer and Chairman
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