SecProbe.io

July 5, 2011
 Via E-mail

Colin Mills President & Principal Executive Officer Lightcollar, Inc. Box 973 #264 – 3
rd Ave West
Unity, SK, S0K 4L0 Canada
Re: Lightcollar, Inc.
Registration Statement on Form S-1 Filed June 7, 2011
  File No. 333-174759

Dear Mr. Mills:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. We note your disclosure on page 15 that you are not a blank check company and have
no plans or intentions to merge with an unidentified company.  However, it still
appears that you are a blank check compa ny as defined by Rule 419 of Regulation C
in view of the following:

 Your disclosure indicates you are a de velopment stage company issuing penny
stock;

 You have no revenues, contracts, or agr eements with customers, suppliers, or
manufacturers;

 You have no assets, except for $17,988 in cash;

Colin Mills Lightcollar, Inc. July 5, 2011 Page 2

  You have not yet commenced operations and it is unclear whether you will be
able to do so within th e next twelve months;

 Your registration statement contains very general disclosure related to the nature
of your business plan; and

 Your sole officer and director, Mr. Mills, was an executive officer and director of
Dynasty International Corporation when it became a public company.  Prior to a
change of control and change of manage ment, Dynasty Intern ational Corporation
engaged in no revenue-genera ting operations and failed to  timely file reports with
us.

In the adopting release of Rule 419, the Co mmission stated that “it will scrutinize
registered offerings for attempts to create th e appearance that the registrant is not a
development stage company or has a specific business plan, in an effort to avoid the
application of Rule 419.”  Please revise th e registration statement to comply with
Rule 419 and prominently disclose th at you are a blank check company.
Alternatively, please provide a detailed an alysis addressing ea ch of the issues
described above in explaining why the company is not a blank check company.

2. In your registration statement you make se veral references to your “officers,” your
“officers and directors” or your  current “shareholders.”  For example, in the first
paragraph on page four, you state that “[n]o officers, directors or significant investors
own any of the Shares being offered.”  As  another example, in Item 7 on page 13 you
indicate that your “current shareholders are not selling any of the Shares being
offered in this Prospectus.”  Please revise the references to multiple officers and directors to make it clear that Mr. Mills is th e sole officer, as well as the sole director
of your company.  Please also revise, where a ppropriate, to indicate  that Mr. Mills is
your sole shareholder prior to the offering.
 Prospectus Cover Page

3. Please update this page to include the da te of the prospectus, pursuant to Item
501(b)(9) of Regulation S-K.

4. Please advise dealers of their prospectus delivery obligations, as required by Item
502(b) of Regulation S-K.

Prospectus Summary, page 3

5. Please include a brief summary of your cu rrent financial condition.  Within this
disclosure, advise readers that your auditor has expre ssed substantial doubt about
your ability to continue as a going concern and quantify, to the ex tent practicable, the
anticipated amount of capital you will need to continue as a going concern.  Please

Colin Mills Lightcollar, Inc. July 5, 2011 Page 3

 discuss this estimate in your “Risk Fa ctors” and “Management’s Discussion and
Analysis” sections.
 Risk Factors, page 4

6. We note that you are located in Canada.  Pl ease provide a risk factor disclosing the
difficulty that U.S. stockholders may face in  effecting service of process against you.
This risk factor should address th e risk U.S. stockholders face in:

 effecting service of process within  the United States on Mr. Mills;

 enforcing judgments obtained in U.S. cour ts based on the civil liability provisions
of the U.S. federal securitie s laws against Mr. Mills;

 enforcing judgments of U.S. courts based on civil liability provisions of the U.S.
federal securities laws in foreign courts against Mr. Mills; and

 bringing an original action in  foreign courts to enforce liabilities based on the
U.S. federal securities laws against Mr. Mills.

Alternatively, advise us as to why you belie ve such a risk factor is unnecessary.
 A Failure to Manage Our Gr owth Effectively, page 6

7. Please revise your disclosure regarding di fficulties associated with expansion to
specifically describe the way in which this risk affects your company, in light of the
fact that it does not appear that you have commenced operations.  In this regard, note
that Item 503(c) of Regulati on S-K states that issuers s hould not present risk factors
that could apply to any issuer or offering.
 Our Sole Officer and Director Currently Owns 100%  of the Issued and Outstanding Stock, page
6

8. We note your disclosure in the second senten ce of this risk factor indicating that
investors in this offering will initially have limited control over matters requiring approval by Lightcollar sharehol ders, including the election of directors, due to the
ownership of your sole director and officer.  Because you are conducting your
offering on a best efforts basis and the o ffering requires that no minimum number of
shares be sold, please revise this risk fact or to remove the implication that this may
only be a risk initially.

Colin Mills Lightcollar, Inc. July 5, 2011 Page 4

 Item 4.  Use of Proceeds, page 10

9. We note your disclosure regarding the way in which you intend to prioritize proceeds;
however this disclosure does not include each  of the categories of expenses identified
on pages 11-12.  Please revise to include the or der of priority of your use of proceeds
and include each of the categories of  expenses identified on pages 11-12.
Additionally, we note that “Audit/Accounti ng” are listed as a single item at the
bottom of page 10, but that in the tables on the following pages, audit fees are listed
separately from accounting fees, which appear to  be included as “Other Fees.”  Please
revise to ensure that the items listed and the way in which you prioritize them agrees
to the way they appear in the tables follo wing this disclosure.  See Instruction 1 to
Item 504 of Regulation S-K.

10. We note the tables included under each of the offering scenarios presented.  Please
include language clarifying that:

 the offering is on a “bes t-efforts” basis;

 the offering scenarios presented are fo r illustrative purposes only; and

 the actual amount of proceeds, if any, may differ.
 11. We note your disclosure on page 12 that your  sole officer and di rector has orally
agreed to lend to you the funds necessary to pay for additional expenses.  Please
revise your disclosure  to state whether there is a ny maximum amount of funds that
your sole officer and direct or has agreed to lend.
 Item 6.  Dilution, page 12

12. We note that your computations of pro fo rma net tangible book value per share after
the offering reflects gross, as opposed to ne t, offering proceeds after payment of the
offering expenses disclosed in Item 13.  Please revise to compute pro forma net
tangible book value per share after the offering using ne t proceeds and revise the
increase in net book value per share due to the offering and the related dilution
computations accordingly.
 Item 8.  Plan of Distribution, page 13

13. In this section, please discuss or referen ce the “penny stock” restrictions on your
shares, as you have in your Risk Factors section on page 10.

Colin Mills Lightcollar, Inc. July 5, 2011 Page 5

 Item 9.  Description of Securitie s to be Registered, page 13

14. Please include in this section any provi sion(s) in your bylaws specifying the vote
required by security holders to take action.  See Item 202(a)(1)(v) of Regulation S-K.
 Terms of the Offering, page 14

15. Please discuss the factors that you will consider in determining whether to extend the
offering for an additional 90 days or to te rminate the offering.  Also include these
terms in the “Prospectus Cover Page” and “Prospectus Summary” sections of the
filing.
 Procedures and Requireme nts for Subscription, 14

16. Please briefly describe the manner in which subscribers of your shares will receive
such shares.
 Description of Business, page 15

17. We note your disclosure that you plan to work with a supplier who already
manufactures these products.  We also not e your disclosure on page 16 that you have
not identified any companies that currentl y manufacture or su pply illuminated pet
pendants in North America.  Please revise  your disclosure to state whether you plan
to work with manufacturers a nd suppliers in Asia, and desc ribe the effect of working
with suppliers in Asia on your business.  Also disclose how you plan to distribute
your products to your customers, including whether products will be sent directly
from the manufacturer to the customer, how you will determine shipping costs, and
who will pay such costs.

18. Please clarify whether you plan to desi gn the illuminated pet pendants to be
manufactured, or whether you pl an to purchase such pendant s from a supplier that has
already designed such pendants.  See It em 101(h)(4)(v) of Regulation S-K.

19. We note your disclosure on page 16 that you plan to provide a website with a
catalogue.  Please revise your disclosure to  describe the way(s) in which you will
market your website and locate customers.  Also revise your di sclosure to state
whether you plan to sell illuminated pet pendants by any other means.  In this regard, we note your disclosure on page 32 rega rding trade shows that you may attend.

20. Please discuss the effect of any existing or probable governmental  regulations on your
business, including any applicable export or import regulations or controls imposed
by any of the countries from which you plan to  obtain or ship your product.  See Item
101(h)(4)(ix) of Regulation S-K.

Colin Mills Lightcollar, Inc. July 5, 2011 Page 6

 Research and Development, page 16

21. We note that you intend to research oppor tunities for growth, including marketing
your product abroad.  Please revise your di sclosure throughout the Description of
Business section to clarify the countries in  which you plan to initially market your
product(s).  In this regard, we note your disclosure on page 32, that you “do not
intend to market [y]our business outside of  the U.S. and Canada during [y]our first
year of operations.”
 Description of Properties, page 17

22. If different from the contact information di sclosed on page three,  please include the
address of your Pr esident’s office.
 Market Price of, And Dividends On Th e Registrant’s Common Equity, page 17

23. Please revise your disclosure in the first paragraph of this se ction to state that there is
no guarantee that a market maker will agree to file an application on your behalf, and
that even if an application is filed, ther e is no guarantee that you will be accepted for
quotation.

Financial Statements, page 18

24. We note your disclosure in Management’s  Discussion and Analysis of Financial
Condition and Results under the Plan of Op eration subheading that your sole officer
and director will provide the labor required  to execute your business plan and supply
the necessary office space and facilities for at  least the first year of operations at no
cost to you.  Please tell us your considerati on of recognizing the fair value of services
and office space and facilities provided by your sole officer and director as
contributed capital and providi ng quantified disclosure of the arrangements with your
sole officer and director that  result in below-market co mpensation.  Please refer to
ASC 225-10-S99-4.
 Note 1 -  Organization and Basis of Presentation, page 26

25. We note your disclosure in Management’s  Discussion and Analysis of Financial
Condition and Results under the Plan of Operation subheading that the
lightcollar.com domain name, which is regist ered by your President, is intended to be
transferred to you before you start work on the website.  Please revise to disclose the
owner of the domain name and the intent of  the parties to transfer the license.

Colin Mills Lightcollar, Inc. July 5, 2011 Page 7

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
31
 Capital and Liquidity, page 31

26. We note that you have not generated a ny revenues to date nor do you have any
agreements with customers to purchase any products from the Company, and your auditor has expressed a going concern opinion.  Please revise to disc lose your plan to
raise additional cap ital, including any anticipated sour ces of capital and the amount of
capital necessary to sustain and to commen ce operations.  Please include a discussion
of how long you can continue to satisfy your cash requirements before additional
funding will be necessary and disclose th e consequences should you be unable to
raise sufficient funds to pursue your busin ess plan, including a discussion of the
offering and use of proceeds.  See Item 303 (a)(1)(i) of Regulation S-K.
 Plan of Operation, page 31

27.  Please provide a timeline for the activities  that you describe in this section, and
include the approximate amount of capital n ecessary to complete each step, with a
view towards explaining to investors when you may be ab le to commence operations.

Directors, Executive Officers, Promot ers, and Control Persons, page 33
 Biographical Information, page 33

28. Please provide further detail regarding Mr . Mills’ position with Heartland Health and
the activities Mr. Mills undertakes in conj unction with his consulting business, with a
view towards providing investors with ade quate information regarding Mr. Mills’
prior business experience.  See Item 401(e) of Regulation S-K.
 Involvement in Certain Le gal Proceedings, page 33

29. We note that, to your knowledge, no presen t or former director of your company
engaged in any of the actions set forth in  Item 401(f) of Regulation S-K.  Please
explain what prevents you from knowing a nd disclosing this information, or delete
the knowledge qualifier.

30. We note that your disclosure under this head ing does not address each event set forth
in Item 401(f) of Regulation S-K.  To the extent that you provid e negative disclosure
for some of the events set forth in Item  401(f) of Regulation S-K, please provide
negative disclosure for each event.

Colin Mills Lightcollar, Inc. July 5, 2011 Page 8

 Certain Relationships and Related Transact ions and Director I ndependence, page 35

31. Please disclose the terms of the issuance of your stock to your sole officer and
director.  See Items 404(a) a nd 404(d) of Regulation S-K.

32.  Please revise your disclosure to identify Mr . Mills as a promoter of your company, or
explain why you are not required to do so.  See Item 404(c)(1)(i) of Regulation S-K.
 Part II – Information Not Required in Prospectus

 Item 15.  Recent Sales of Unregistered Securities

33. Please briefly describe the facts relied upon in the transaction disclo sed in this section
to make the Section 4(2) exemption availa ble to you.  See Item 701(d) of Regulation
S-K.
 Item 16.  Exhibits and Financial Statement Schedules

 Exhibi