SecProbe.io

August 3, 2011
 Via E-mail

Colin Mills President & Principal Executive Officer Lightcollar, Inc. Box 973 #264 – 3
rd Ave West
Unity, SK, S0K 4L0
Re: Lightcollar, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed July 27, 2011
  File No. 333-174759

Dear Mr. Mills:

We have reviewed your registration statement and have the following comments.  In some
of our comments, we may ask you to provide us w ith 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 appropria te, 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 response to comment one in our  letter dated July 5, 2011.  Please include a
risk factor disclosing the fact  that your sole officer and di rector has been involved with
at least one other company that did not e ngage in any revenue-generating operations,
failed to timely file reports with us and therea fter engaged in transa ctions resulting in a
change of control, includi ng a change in management.

2. We note your response to comment two in our  letter dated July 5, 2011; however, your
filing still references multiple directors.  For instance, on page 37 you state that “[n]one
of your directors receive any co mpensation for serving as such  . . . .”  Please revise.
 Item 4.  Use of Proceeds, page 12

3. We note your response to comment 11 in our letter dated July 5, 2011.  Please revise
your disclosure to state that although your sole  officer and director has orally agreed to

Colin Mills Lightcollar, Inc. August 3, 2011 Page 2
 lend you the funds necessary to commence operations, there is no guarantee that such a
loan will be provided.  Please al so include this clarification in the first paragraph of the
Capital and Liquidity section on page 33.
 Item 6.  Dilution, page 13

4. We note your response to comment 12 in our letter dated July 5, 2011.  Please note that
offering expenses should be deferred and char ged against the proceeds of the offering in
accordance with ASC 340-10-S99-1 .  As such, we believe that your dilution
computations should give consideration to  offering expenses since the payment of
offering expenses will result in a reduction of pro forma net tangible book value and net
tangible book value per share after giving e ffect to the offering.  As previously
requested, please revise your dilution computations and rela ted disclosure to reflect
offering expenses or tell us why you believe  the payment of offering expenses will not
result in a reduction in net tangible book value after giving effect to the offering.
 Item 11.  Information With Re spect to Registrant, page 17

5. We note your response to comment 17 in our letter dated July 5, 2011 and your
disclosure that you have iden tified companies in China which already manufacture the
types of products you plan to sell.  As prev iously requested, please describe the effect on
your business of working with suppliers in Asia.
 Financial Statements, page 20

6. Please note that you may need to update your financial statements to include financial
statements for the interim pe riod ending within 135 days of the effective date of the
registration statement pursuant to Rule 8-08 of Regulation S-X.
 Notes to Financial Statements, page 27

 Note 1 - Organization and Ba sis of Presentation, page 27

7. We note your response to comment 25 in our letter dated July 5, 2011 and the revisions
to your disclosure.  Please tell us when  the domain name was transferred to you and
whether you recorded the domain name at fa ir value in accordance with ASC 845-10-30-
1.  In addition, please tell us your cons ideration of disclosing the nonmonetary
transaction and providing the disclosures in ASC 845-10-50-1.
 Note 2.  Summary of Significan t Accounting Policies, page 27

 Office Space and Labor, page 27

8. We note your response to comment 24 in our letter dated July 5, 2011 and the revisions
to your disclosure.  Please tell us whethe r your sole officer an d director provided

Colin Mills Lightcollar, Inc. August 3, 2011 Page 3
 services and office space for the period from  inception to March 31, 2011 that should be
recognized in your financial st atements for such period.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page 33

 Plan of Operation, page 34

9. We note your response to comment 27 in our letter dated July 5, 2011 and your
disclosure in the penul timate sentence of the fourth pa ragraph under this  heading that
“[w]ith the exception of unit cost, shippi ng, brokerage and quantity purchasing” you
have not uncovered any additional financing needs.  We also note that you expect to commit to an inventory cost of $2,500.  Pl ease clarify whether the inventory cost
disclosed includes the expenses id entified above.  If not, please  provide an estimate as to
these expenses.
 Certain Relationships and Related Transact ions and Director I ndependence, page 38

10. We note your response to comment 31 in our  letter dated July 5, 2011.  Please also
include the number of shares issued  to your sole offi cer and director.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes th e information the Securities Act of 1933 and all
applicable Securities Act rules require.  Since th e company and its management are in possession of
all facts relating to a co mpany’s disclosure, they are responsible  for the accuracy and adequacy of
the disclosures they have made.
You may contact Ta Tanisha Meadows, St aff Accountant, at (202) 551-3322, or Bill
Thompson, Accounting Branch Chief, at (202) 5 51-3344 if you have questions regarding comments
on the financial statements and related matters.  Pl ease contact Lisa Kohl, Staff Attorney, at (202)
551-3252, Catherine Brown, Staff Attorney, at (202)  551-3513, or me at (202) 551-3720 with any
other questions.
Sincerely,   /s/ Catherine T. Brown for    James Allegretto  Senior Assistant Chief Accountant

cc: Robert J. Burnett
 Parsons/Burnett/Bjordahl/Hume, LLP