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EX-23.1 - CONSENT - LCT Global Resources Inclctg_ex231.htm
As filed with the Securities and Exchange Commission on July 29, 2011
Registration No. 333-174120


UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-1A
(Amendment No. 9)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
LCT GLOBAL RESOURCES, INC
(Exact name of Registrant as specified in its charter)
 
Nevada
 
7363
 
27-5173051
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
 
 NO. 57-1A First Floor Jalan Thambypillal
Brickfields, 50470 Kuala Lumpur, Malaysia
Tel # 60340501316
(Name and address of principal executive offices)
 
How2gopublic.com
18124 Wedge Pkwy, Ste 1050
Reno, NV 89511
775-851-7397 or 775-201-8331 fax
(Name and address of agent for service of process)
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
 
If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box þ
 
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. o
 
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. o
 
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. o
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o Accelerated filer o
       
Non-accelerated filer o Smaller reporting company þ
 
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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
 


 
 

 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class Of Securities to be Registered
Amount to be
Registered
   
Proposed Maximum
Aggregate
Offering Price
per share
   
Proposed Maximum
Aggregate
Offering Price
   
Amount of
Registration fee
 
                       
Common Stock, $0.0001 par value per share
    1,440,000     $ 0.01     $ 14,400     $ 1.67  
 
(1) This Registration Statement covers the resale by our selling shareholders of up to 1,440,000 shares of common stock previously issued to such selling shareholders.
 
(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the price of $0.01 is a fixed price at which the selling security holders may sell their shares for the duration of the offering. We hope to have our shares quoted on the OTCBB but there can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
 
 
 
 
 
 

 
 
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.  The 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.
 
SUBJECT TO COMPLETION, DATED MARCH __,  2012
 
PROSPECTUS
LCT GLOBAL RESOURCES, INC
1,440,000
SHARES OF COMMON STOCK
INITIAL PUBLIC OFFERING
___________________
 
The selling shareholders named in this prospectus are offering up to 1,440,000 shares of common stock offered through this prospectus.  We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities.  We have, however, set an offering price for these securities of $0.01 per share.  We will use our best efforts to maintain the effectiveness of the resale registration statement from the effective date through and until all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgated under the Securities Act of 1933.
 
Our common stock is presently not traded on any market or securities exchange. The sales price to the public is fixed at $0.01 per share for the duration of this offering. Although we intend to apply for quotation of our common stock on the Over-The-Counter Bulletin Board, public trading of our common stock may never materialize.  We intend to seek quotation of our common stock on the OTCBB immediately following the effectiveness of the Registration Statement of which this Prospectus is a part. We are considered an “emerging growth company” under the new JOBS Act (Jumpstart Our Business Startups Act). Investing in our common stock involves risks.  See “Risk Factors”
 
 
The purchase of the securities offered through this prospectus involves a high degree of risk.  See section of this Prospectus entitled "Risk Factors" on page 2.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
 
 
The Date of This Prospectus is:  __________2012
 
 
 
 

 
 
 
Table of Contents
 
 
Page
   
Prospectus Summary
1
Summary of Consolidated Financial Information
2
Risk Factors
2
Use of Proceeds
13
Determination of Offering Price
13
Dilution
13
Selling Shareholders
14
Plan of Distribution
17
Description of Securities
18
Interests of Named Experts and Counsel
19
Description of Business
19
Market for Common Equity and Related Stockholder Matters
21
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Changes In and Disagreements with Accountants
27
Directors, Executive Officers, Promoters And Control Persons
27
Executive Compensation
28
Security Ownership of Certain Beneficial Owners and Management
30
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
30
Certain Relationships and Related Transactions
30
Available Information
31
Index to Financial Statements
F-1

 
 
 
 

 
 
 
 
PROSPECTUS SUMMARY
 
This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Company,” “we,” “us” and “our” refer to LCT Global Resources Inc
 
Summary
 
LCT GLOBAL RESOURCES, INC OVERVIEW
 
LCT GLOBAL RESOURCES, INC was incorporated under the laws of the State of Nevada on February 25, 2011. At March 31, 2012, we had one employee, our founder and president, Lee Chee Thing. Mr. Lee will devote between 20 hours a week and fulltime to us.
 
LCT GLOBAL RESOURCES, INC is a development stage company and has no financial resources. We have not established or attempted to establish a source of equity or debt financing. Our auditors included an explanatory paragraph in their Report on our Financial Statements that says “the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern.”
 
Our mission is to provide strategic business planning and management consulting services to small to midsize companies in America who wish to do business in Asia. Our president, Mr. Lee has more than 20 years of experience providing these types of services.
 
We are not a blank check company, and we and our controlling Shareholders including Mr. Lee have no current intention of engaging in any merger or acquisition. There have been no discussions concerning a merger of any kind, and we have not authorized anyone to have such preliminary discussions on our behalf.
 
Where you can find us

Malaysia
 
NO. 57-1A First Floor Jalan Thambypillal
Brickfields, 50470 Kuala Lumpur, Malaysia
Tel # 60340501316
 
For service
 
4790 Caughlin Pkwy, Ste 387, Reno, NV 89519 and our telephone number is775-232-1950.  We may refer to ourselves in this prospectus as "LCT,” the “Company,” "we," or "us.”
 
Terms of the Offering
 
Common stock offered by selling security holders
1,440,000 shares of common stock.
   
Common stock outstanding before the offering
1,313,440,000
   
Common stock outstanding after the offering
1,313,440,000 common shares as of June 20, 2012
   
Terms of the Offering
The offering price of $0.01 is a fixed price
   
Termination of the Offering
The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
   
Use of proceeds
We are not selling any shares of the common stock covered by this prospectus.
   
Risk Factors
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”
 
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.
 
We will not receive any of the proceeds from the resale of these shares. The selling shareholders are considered “underwriters” in this offering and must sell their shares at a fixed price of $.01. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.
 
Blank Check Issue
We are not a blank check corporation. Section 7(b)(3) of the Securities Act of 1933, as amended defines the term “blank check company” to mean, any development stage company that is issuing a penny stock that, “(A) has no specific plan or purpose, or (B) has indicated that its business plan is to merge with an unidentified company or companies.” We have a specific plan and purpose. Our business purpose is to provide business consulting services to enterprises in the United States and Europe seeking to enter the Asian markets. We will develop relationships with firms in the US wishing to “go global”.
 
In Securities Act Release No. 6932 which adopted rules relating to blank check offerings, the Securities and Exchange Commission stated in II DISCUSSION OF THE RULES, A. Scope of Rule 419, that, “Rule 419 does not apply to start-up companies with specific business plans even if operations have not commenced at the time of the offering.” Further, we have not indicated in any manner whatsoever, that we plan to merge with an unidentified company or companies, nor do we have any plans to merge with an unidentified company or companies. We have no plans or intentions to be acquired or to merge with an operating company nor do we have plans to enter into a change of control or similar transaction or to change our management.
 
Our mission is to provide strategic business planning and management consulting services to small companies. Our president, Mr. Lee has more than 20 years of experience providing these types of services.
We anticipate that we will rely on one or a small number of engagements and clients for the indefinite future. There is no assurance that these clients will provide us with sufficient levels of revenue to generate profits or even to sustain operations.
 
 
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Summary of Consolidated Financial Information
 
The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from February 25, 2011 (inception) through  March 31, 2012 are derived from our audited financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.
 
Statement of Operations
 
LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED MARCH 31, 2012 AND 2011
PERIOD FROM FEBRUARY 25, 2011 (INCEPTION) TO MARCH 31, 2012
 
   
Year ended March 31, 2012
   
Period from February 25, 2011 (Inception) to March 31, 2011
   
Period from February 25, 2011 (Inception) to March 31, 2012
 
                         
REVENUES
  $ 0     $ 0     $ 0  
                         
OPERATING EXPENSES
                       
Professional fees
    5,300       3,250       8,550  
Consulting fees
    30,221       115,000       145,221  
Incorporation expenses
    0       1,300       1,300  
General and administrative expenses
    1,673       49       1,722  
TOTAL OPERATING EXPENSES
    37,194       119,599       156,793  
                         
LOSS FROM OPERATIONS
    (37,194 )     (119,599 )     (156,793 )
                         
OTHER INCOME (EXPENSE)
                       
Interest income
    1       0       1  
Interest expense
    (827 )     0       (827 )
TOTAL OTHER INCOME (EXPENSE)
    (826 )     0       (826 )
                         
LOSS BEFORE PROVISION FOR INCOME TAXES
    (38,020 )     (119,599 )     (157,619 )
                         
PROVISION FOR INCOME TAXES
    0       0       0  
                         
NET LOSS
  $ (38,020 )   $ (119,599 )   $ (157,619 )
                         
NET LOSS PER SHARE: BASIC AND DILUTED
  $ (0.00 )   $ (0.00 )        
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
    1,313,427,978       1,013,000,000          
 
 
LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF MARCH 31, 2012 AND 2011


ASSETS
 
2012
   
2011
 
                 
Current Assets
               
Cash and equivalents
  $ 57     $ 51  
Prepaid expenses
    8,854       0  
Deposits
    1,000       0  
                 
TOTAL ASSETS
  $ 9,911     $ 51  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current Liabilities
               
Accrued expenses
  $ 4,100     $ 100  
Accrued interest – stockholder
    827       0  
Customer deposits
    3,653       0  
Stock deposits
    0       13,225  
Loan payable - stockholder
    23,225       5,000  
Total Current Liabilities
    31,805       18,325  
                 
Stockholders’ Deficit
               
Common Stock, $.0001 par value, 2,000,000,000 shares authorized, 1,313,440,000 and 1,013,000,000 shares issued and outstanding, respectively
    131,344       101,300  
Additional paid-in capital
    4,381       25  
Deficit accumulated during the development stage
    (157,619 )     (119,599 )
Total Stockholders’ Deficit
    (21,894 )     (18,274 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ 9,911     $ 51  
 
Risk Factors
 
The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this process before investing in our common stock.
 
 
2

 
 
Risks Related to the Business
 
1.  LCT has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
 
LCT has negative working capital, has incurred operating losses since inception, and has not yet received revenues from sales of products or services.  These factors create substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
 
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
 
2.  LCT is and will continue to be completely dependent on the services of our founder and president, Lee Chee Thing, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.
 
LCT’s operations and business strategy are completely dependent upon the knowledge and business connections of Lee Chee Thing. He is under no contractual obligation to remain employed by us. If he should choose to leave us for any reason or if he becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this prospectus. We will fail without the services of Mr. Lee or an appropriate replacement(s).
 
3.  Because we have only recently commenced business operations, we face a high risk of business failure.
 
We were formed in February 25, 2011. All of our efforts to date have related to developing our business plan and beginning business activities. We currently have no revenues and we face a high risk of business failure.
 
4.  Most of our competitors, which include large national consulting firms, have significantly greater financial and marketing resources than do we.
 
Most of our competitors, which include large national accounting and consulting firms, have significantly greater financial and marketing resources than do we. Many have sophisticated Websites and the ability to advertise in a wide variety of media. We will principally depend on the business contacts of our president and word of mouth. There are no assurances that our approach will be successful.
 
5.  We may face damage to our professional reputation or legal liability if our future clients are not satisfied with our services.
 
As a consulting service firm, we will depend to a large extent on referrals and new engagements from our clients and will attempt to establish a reputation for high–caliber professional services and integrity to attract and retain clients. As a result, if a client is not satisfied with our services such lack of satisfaction may be more damaging to our business than it may be to other businesses. Moreover, if we fail to meet our obligations, we could be subject to legal liability or loss of client relationships. Our engagements will typically include provisions to limit our exposure to legal claims relating to our services, but these provisions may not protect us or may not be enforceable in all cases. Accordingly, no assurances can be given that we will either obtain or retain clients in the foreseeable future.
 
6.  Our future engagements with clients may not be profitable.
 
When making proposals for engagements, we plan to estimate the costs and timing for completing the engagements with such estimates intended to reflect our best judgment. Any increased or unexpected costs or unanticipated delays in connection with the performance of these engagements, including delays caused by factors outside our control, could make these engagements less profitable or unprofitable, which would have an adverse effect on our profit margin.
 
In addition, as consultants, a client will most likely retain us on an engagement–by–engagement basis, rather than under long–term contracts, and a substantial majority of our contracts and engagements, if any, may be terminated by the client with short notice and generally without significant penalty. Furthermore, because large client engagements may involve multiple engagements or stages, there is a risk that a client may choose not to retain us for additional stages of an engagement or that a client will cancel or delay additional planned engagements. These terminations, cancellations or delays could result from factors unrelated to our work product or the progress of the project, but could be related to business or financial conditions of the client or the economy generally. When contracts are terminated, we lose the associated revenues and we may not be able to eliminate associated costs in a timely manner.
 
We anticipate that we will rely on one or a small number of engagements and clients for the indefinite future. There is no assurance that we will secure such clients nor will these clients  provide us with sufficient levels of revenue to generate profits or even to sustain operations.
 
 
3

 
 
7.  There are significant potential conflicts of interest
 
Our key personnel (currently one person) are required to commit significant time to our affairs and, according­ly, these individual(s) (particularly our president) may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, certain key personnel (particularly our president) may become aware of business opportu­nities which may be appropriate for presenta­tion to us, as well as the other entities with which they are affiliated. As such, there may have con­flicts of interest in determining to which entity a particular business opportunity should be presented.
 
In an effort to resolve such potential conflicts of interest, we have no written agreement with Mr. Lee specifying that any business opportunities that he may become aware of independently or directly through his association with us (as opposed to disclosure to him of such business opportunities by management or consultants associated with other entities) would be presented by him solely to us.
 
We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.
 
8.  Because we have nominal assets and no revenue, we are considered a "shell company" and will be subject to more stringent reporting requirements.
 
The Securities and Exchange Commission ("SEC") adopted Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Our balance sheet reflects that we have no cash or any other asset and, therefore, we are defined as a shell company. The new rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation plans. However, the new rules do not prevent us from registering securities pursuant to S-1 registration statements. Additionally, the new rule regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company. If an acquisition is undertaken (of which we have no current intention of doing), we must file a current report on Form 8-K containing the information required pursuant to Regulation S-K within four business days following completion of the transaction together with financial information of the acquired entity. In order to assist the SEC in the identification of shell companies, we are also required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company. To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company. The SEC adopted a new Rule 144 effective February 15, 2008, which makes resale’s of restricted securities by shareholders of a shell company more difficult.
 
 
4

 
 
Strategy
 
Our goal will be to provide management consulting services to small and midsized businesses. Our advice will principally relate to corporate structure, personnel issues and marketing in Asia. In some instances, we may serve in the role of a corporate official for a client in order to design and implement a plan, while in other cases we will issue a written business plan to our client.
 
We will not concentrate on any particular industry or limit ourselves to any geographic area. If necessary, we will team with other consultants if an engagement requires knowledge or resources that we do not have.
 
We will use the contacts of our chairman, Lee Chee Thing, to identify initial clients. Our founder has more than 20 years of experience in providing a variety of consulting services to clients. His experience includes:
 
Preparing detailed business plans for small and midsized businesses;
 
Assisting weak or failing companies turnaround efforts;
 
Assisting companies operate in international environments;
 
Providing organizational services to small and large entities;
 
Assisting companies prepare for financings and acquisitions; and
 
Providing extensive human resource services.
 
Our approach will be to focus on small and midsized companies that need structure and would benefit from our broad range of business contacts. We will:
 
work with client executives to develop risk management and business performance strategies. Among the services we intend to provide are strategic consulting with regard to the design and structure of the finance function, particularly restructuring in turnaround situations where management can benefit from outside assistance, acquisition and post-merger integration. This process, which leverages the experience of our president, will help clients to align their companies’ resources and capabilities with their business objectives. Our services will also address pricing and yield management, billing, credit risk and collection effectiveness, lending and debt recovery.
 
work with clients to solve human performance issues that are crucial to their operational success, including recruiting and motivating key employees and management. We will work to provide human resources, knowledge management, and learning and performance management solutions that increase the efficiency and effectiveness of our clients’ employees and operations, while reducing recruiting and training costs.
 
We expect to function with a wide array of client situations and use independent subcontractors to assist in performing engagements.
 
 
5

 
 
9.  Lee Chee Thing, our chief executive officer and chief financial officer, has no meaningful accounting or financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others.
 
Lee Chee Thing has no meaningful financial reporting education or experience. He is and will be heavily dependent on advisors and consultants. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.
 
10.  We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934 that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
 
Following the effective date of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
 
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release 33-8889 on February 1, 2008 we will be required, beginning with our fiscal year ending January 31, 2011 (unless the requirement is waived for a further period of time or eliminated for smaller reporting companies), we will be required to include a report of management on our internal control over financial reporting and an attestation report from our registered accounting firm separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
 
We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
 
11.  Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
 
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
 
6

 
 
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being mad e only in accordance with authorizations of management and/or directors of the Company; and
 
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
 
Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
 
12.  The costs of being a public company could result in us being unable to continue as a going concern.
 
As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues do not increase and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business which would result in our being unable to continue as a going concern.
 
13.  Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president.
 
We have only one director; accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, a tie vote of board members is decided in favor of the chairman, which gives him significant control over all corporate issues.
 
Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.
 
Risks Related to Our Common Stock
 
14.  We need additional capital to develop our business.  If we fail to obtain additional capital we may not be able to implement our business plan.
 
The development of our services will require the commitment of substantial resources to implement our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely that we will need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners.  Our expenses are at a minimum and therefore most of the capitals raised will be invested in marketing.
  
We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.
 
 
7

 
 
15.  The offering price of our common stock has been determined arbitrarily.
 
The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our audit firm has not reviewed management's valuation and, therefore, expresses no opinion as to the fairness of the offering price as determined by our management. As a result, the price of the common stock in this offering may not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may, therefore, lose a portion or all of their investment
 
16.  Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.
 
We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized 2,000,000,000 shares.  In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material.
 
17.  Because our sole Officer and Director lives outside of the United States, you may have no effective recourse against them for misconduct and may not be able to enforce judgment and civil liabilities against them. Investors may not be able to receive compensation for damages to the value of their investment caused by wrongful actions by our Directors and officers.
 
Mr. Lee lives outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our sole  Director and officer, or obtain judgments against them outside of the United States that are predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Investors may not be able to receive compensation for damages to the value of their investment caused by wrongful actions by our Directors and officers.
 
18.  The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our Company.
 
Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our Company.
 
19.  Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.
 
Our Articles of Incorporation at Article VII provide for indemnification as follows: No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.
 
 
8

 
 
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
 
20.  Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.
 
Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. A market maker has filed an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this offering. There can be no assurance that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether
 
(i)
any market for our shares will develop;
 
(ii)
the prices at which our common stock will trade; or
 
(iii)
the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
 
If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible”, then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.
 
 
9

 
 
In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of LCT and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.
 
Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions. See “Plan of Distribution” and Risk Factor #22 below.
 
21.  Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.
 
The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.
 
Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.
 
For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
 
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:
 
the basis on which the broker or dealer made the suitability determination, and
 
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 
Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.
 
 
10

 
 
22.  The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.
 
Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
 
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
 
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
 
"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;
 
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
 
Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
 
23.  Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.
 
There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution-State Securities-Blue Sky Laws.”
 
24.  Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.
 
Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
 
 
11

 
 
25.  The ability of our president to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.
 
Upon the completion of this offering, our president will beneficially own an aggregate of approximately 76% of our outstanding common stock assuming the sale of all shares being registered. Because of his beneficial stock ownership, our president will be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of our president may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders would have no way of overriding decisions made by our president. This level of control may also have an adverse impact on the market value of our shares because our president may institute or undertake transactions, policies or programs that result in losses may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.
 
26.  All of our presently issued and outstanding common shares are restricted under rule 144 of the securities act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.
 
All of the presently outstanding shares of common stock (1,313,440,000 shares) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six months if purchased from a reporting issuer or 12 months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock each three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.
 
27.  We do not expect to pay cash dividends in the foreseeable future.
 
We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
 
28.  Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.
 
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
 
 
12

 
 
Because none of our directors are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
 
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.
 
29.  You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.
 
As of effectiveness of our registration statement of which this prospectus is a part, , we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Securities Exchange Act of 1934 if we have less than 300 shareholders and do not file a registration statement on Form 8A. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we will be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Securities Exchange Act of 1934 until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.
 
30. AS AN “EMERGING GROWTH COMPANY” UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT (JOBS), WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
 
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
 
 
 
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
 
 
 
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
 
 
 
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
 
 
 
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
 
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. We will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any July 31 before that time, we would cease to be an emerging growth company as of the following January 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth company the following fiscal year, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately.
 
We will elect to take advantage of the extended transition period for complying with new or revised accounting standards under section 102(b)(1)
 
This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election our financial statements may not be comparable to companies that comply with public company effective dates.
 
For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.
 
Use of Proceeds
 
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
 
Determination of Offering Price
 
All shares being offered will be sold by existing shareholders without our involvement at a fixed price of $.01 for the duration of the offering.
 
Dilution
 
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.
 
 
13

 
 
Selling Shareholders
 
The common shares being offered for resale by the selling security holders consist of the 1,440,000 shares of our common stock held by 49 shareholders
 
The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of  June 20, 2012 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
 
The shares were offered and sold to the selling shareholders at a purchase price of $0.01 pursuant to the exemption from registration under Regulation S under the Securities Act, Khoo Hsiang and Yap Peck Yoonga  and Tang Wai Mun paid $.0001.
 
The percentages below are calculated based on 1,313,440,000 shares of our common stock issued and outstanding.  We do not have any outstanding options, warrants or other securities presently exercisable for or convertible into shares of our common stock.
 
 
 
Name of Selling Stockholder and
Position, Office or Material
Relationship with Company
 
Common Shares
Owned by
the Selling
Stockholder2
 
Total Shares
to be Registered
Pursuant to this
Offering
 
Percentage of
Common Stock
Before Offering
 
Number of Shares
Owned by Selling
Stockholder After
Offering and
Percent of Total
Issued and
Outstanding1
                 
LEE CHEE THING **
 
1000000000
 
200000
 
76 %
 
999980000 76%
                 
KHOO HSIANG HUA
 
100000000
 
200000
 
7.6%
 
99800000 7.6%
                 
YAP PECK YOONG
 
100000000
 
200000
 
7.6%
 
99800000 7.6%
                 
CHANG, SHIN-HUNG
 
10000
 
10000
 
*
 
0
                 
CHANG, SHIN-MING
 
10000
 
10000
 
*
 
0
                 
CHEN, CHI-WET
 
10000
 
10000
 
*
 
0
                 
CHEN, HUI-LING
 
10000
 
10000
 
*
 
0
                 
CHEN, KUN
 
10000
 
10000
 
*
 
0
                 
CHEN, SHU-YIN
 
10000
 
10000
 
*
 
0
                 
CHI, QUING PING   10000  
10000
  *   0
                 
DAI, YA PING   10000  
10000
  *    0
                 
HSIAO, CHAO-CHUNG   10000   10000   *    0
 
 
 
14

 
 
HSIAO, YU-CHEN
 
10000
 
10000
 
*
 
0
                 
HSIAO, YU-CHUN
 
10000
 
10000
 
*
 
0
                 
HSIAO, YU-HSIN
 
10000
 
10000
 
*
 
0
                 
HSIEH,CHIO SHU LAN
 
10000
 
10000
 
*
 
0
                 
HSIEH, MIN-TAO
 
10000
 
10000
 
*
 
0
                 
HSU,CHIA-LI
 
10000
 
10000
 
*
 
0
                 
HSU, CHIEN-HUI
 
10000
 
10000
 
*
 
0
                 
HSU, CHING-SHAN
 
10000
 
10000
 
*
 
0
                 
HSU, WANG-HSIU-LAN
 
10000
 
10000
 
*
 
0
                 
HSIAO YING-CHEN   10000   10000   *   0
                 
HUANG,HSIN-YU
 
10000
 
10000
 
*
 
0
                 
LEE, HSING-CHUAN
 
10000
 
10000
 
*
 
0
                 
LEE, KUN-HO
 
10000
 
10000
 
*
 
0
                 
LEE, PEIR-FEN
 
10000
 
10000
 
*
 
0
                 
LEE, YA-TING
 
10000
 
10000
 
*
 
0
                 
LIN, CHE-SHENG
 
10000
 
10000
 
*
 
0
                 
LIN, CHIH-HSIUNG
 
10000
 
10000
 
*
 
0
                 
LIN, HUI-O
 
10000
 
10000
 
*
 
0
                 
LIN, KAI-HUA
 
10000
 
10000
 
*
 
0
                 
 
 
 
15

 
 
LIN, SHEHNG-CHIEH
 
10000
 
10000
 
*
 
0
                 
LIN, PI-LIEN
 
10000
 
10000
 
*
 
0
                 
LIU, TAI-CHING
 
10000
 
10000
 
*
 
0
                 
LU, HUI-MEI
 
10000
 
 10000
 
*
 
0
                 
SHIU, SHU-O
 
10000
 
10000
 
*
 
0
                 
TANG, KITCHEE
 
10000
 
10000
 
*
 
0
                 
TANG, WAI-MUN
 
10000
 
10000
 
*
 
0
                 
TSENG, EN-MING
 
10000
 
10000
 
*
 
0
                 
TSENG, HSEIN-FEI
 
10000
 
10000
 
*
 
0
                 
TSENG, NSIEN-YU
 
10000
 
10000
 
*
 
0
                 
WANG, JENNY   10000   10000   *   0
                 
WANG, KUO-CHUN
 
10000
 
10000
 
*
 
0
                 
WANG, MEI-CHEN
 
10000
 
10000
 
*
 
0
                 
WANG, MEI-CHING
 
10000
 
10000
 
*
 
0
                 
WANG, MEI-FANG
 
10000
 
10000
 
*
 
0
                 
WANG,MEI-YING
 
10000
 
10000
 
*
 
0
                 
WEN, TI-CHEN
 
10000
 
10000
 
*
 
0
                 
PUBLIC COMPANY ADVISORY SERVICE (Ramona Smith)
 
13000000
 
200000
 
1%
 
1100000
 
* - less than 1% Based on 1,313,440,000 shares outstanding at  June 20, 2012
 
 
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There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.
 
To our knowledge, none of the selling shareholders or their beneficial owners:
 
-
has had a material relationship with us other than as a shareholder at any time within the past three years; or
-
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates 
although some of our shareholders are related none are related to Lee Chee Thing and they all beneficially own and control their own shares
 
 
**None of the selling shareholders other than Mr. Lee Chee Thing, our sole officer and director: (1) has had a material relationship with us other than as a shareholder at any time within the past three years; or (2) has ever been one of our officers or directors.

Plan of Distribution
 
Upon effectiveness of the Registration Statement of which this Prospectus is a part, the selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:
 
1.  on such public markets or exchanges as the common stock may from time to time be trading;
2.  through the writing of options on the common stock;
3.  in short sales, or;
4.  in any combination of these methods of distribution.
 
The sales price to the public is fixed at $0.01 per share for the duration of the offering.  Although we intend to apply for quotation of our common stock on the Over-The-Counter Bulletin Board, public trading of our common stock may never materialize.
 
The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144(i) and only pursuant to a Registration. Statement until we cease being a “shell” company.
 
The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions.  Any broker or dealer participating in such transactions as an agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for the purchaser. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above.
 
We are bearing all costs relating to the registration of the common stock.  The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
 
The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock.  In particular, during such times as the selling shareholders are be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
 
 
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1.   not engage in any stabilization activities in connection with our common stock;
2.   furnish each broker or dealer through which common stock may be offered, such copies of  this prospectus, as amended from time to time, as may be required by such broker or dealer; and;
3.   not bid for or purchase any of our securities or attempt to induce any person  to purchase any of our securities other than as permitted under the Securities Exchange  Act.
 
Description of Securities
Common Stock
 
We have 2,000,000,000 common shares with a par value of $0.0001 per share of common stock authorized, of which 1,313,440,000 shares were outstanding as of  June 20, 2012.
 
Voting Rights
 
Holders of common stock have the right to cast one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including the election of directors.  There is no right to cumulative voting in the election of directors.  Except where a greater requirement is provided by statute or by the Articles of Incorporation, or by the Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of a majority of the outstanding shares of the our common voting stock shall constitute a quorum for the transaction of business. The vote by the holders of a majority of such outstanding shares is also required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Articles of Incorporation.
 
Dividends
 
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
 
1. we would not be able to pay our debts as they become due in the usual course of business, or;
2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
 
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
 
Pre-emptive Rights
 
Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.
 
Share Purchase Warrants
 
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
 
Options
 
We have not issued and do not have outstanding any options to purchase shares of our common stock.
 
Convertible Securities
 
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
 
 
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Nevada Anti-Takeover Laws
 
Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply.  Our articles of incorporation and bylaws do not state that these provisions do not apply.  The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.
 
Interests of Named Experts and Counsel
 
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
 
The law firm of Novi & Wilkin our independent legal counsel has provided an opinion on the validity of our common stock.
 
Silberstein Ungar, PLLC, Certified Public Accountants, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report.  Silberstein Ungar, PLLC has presented their report with respect to our audited financial statements.  The report of Silberstein Ungar, PLLC is included in reliance upon their authority as experts in accounting and auditing.
 
Description of Business
In General
 
LCT is a Nevada Corporation formed on February 25, 2011 and is a development stage company and has no significant financial resources. We have not established or attempted to establish a source of equity or debt financing. Our auditors have included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a going concern.  We currently have no clients or revenues.

Our mission is to provide strategic business planning and management consulting services to small companies. Our president, Mr. Lee has more than 20 years of experience providing these types of services. At this time we feel we can immediately offer to our clients the following services:
 
a) Business plans to doing business in Asian markets
b) Educate the client to the do’s and don’ts of doing business in Asia
c) Assist our clients in filing whatever disclosures and licenses necessary to operate in their chosen location and the nature of their business
 
We anticipate that we will rely on one or a small number of engagements and clients for the indefinite future. There is no assurance that we will secure such clients nor will these clients provide us with sufficient levels of revenue to generate profits or even to sustain operations.
 
Strategy
 
Our goal will be to provide management consulting services to small and midsized businesses. Our advice will principally relate to corporate structure, personnel issues and marketing in Asia. In some instances, we may serve in the role of a corporate official at a client in order to design and implement a plan, while in other cases we will issue a written business plan to our client.
 
We will not concentrate on any particular industry or limit ourselves to any geographic area. If necessary, we will team with other consultants if an engagement requires knowledge or resources that we do not have.
 
 
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We will use the contacts of our chairman, Lee Chee Thing, to identify initial clients. Our founder has more than 20 years of experience in providing a variety of consulting services to clients. His experience includes:
 
Preparing detailed business plans for small and midsized businesses;
Assisting weak or failing companies turnaround efforts;
Assisting companies operate in international environments;
Providing organizational services to small and large entities;
Assisting companies prepare for financings and acquisitions; and
Providing extensive human resource services.
 
Our approach will be to focus on small and midsized companies that need structure and would benefit from our broad range of business contacts. We will:
 
work with client executives to develop risk management and business performance strategies. Among the services we intend to provide are strategic consulting with regard to the design and structure of the finance function, particularly restructuring in turnaround situations where management can benefit from outside assistance, acquisition and post-merger integration. This process, which leverages the experience of our president, will help clients to align their companies’ resources and capabilities with their business objectives. Our services will also address pricing and yield management, billing, credit risk and collection effectiveness, lending and debt recovery.
 
work with clients to solve human performance issues that are crucial to their operational success, including recruiting and motivating key employees and management. We will work to provide human resources, knowledge management, and learning and performance management solutions that increase the efficiency and effectiveness of our clients’ employees and operations, while reducing recruiting and training costs.
 
Mr Lee’s expertise in the consultancy field is derived from his hands on experience in providing advisory services in several areas including but not limited to financing, corporate restructuring, mergers and acquisitions, strategic management, enterprise risk management, receivables management and credit recovery, human resource management, marketing and operations management as well as asset management in diverse industries.
 
Mr Lee specialized in developing business plans especially for international businesses and in the past, he has worked on many start-up operations and new projects specifically ensuring that all regulatory and legislative requirements within the relevant operating jurisdictions were adhered to so as to increase the efficiency and effectiveness of the business environment under which the companies operate.
 
Mr Lee has also worked very well with business associates across several countries within his domain of advisory experience to jointly provide value-added consulting and business solutions to several international businesses. Through the extensive advisory experience and exposure to diverse business cultures in many countries, Mr Lee has also gained respect and goodwill from his extensive business networking contacts.
 
We expect to function with a wide array of client situations and use independent subcontractors to assist in performing engagements.
 
Competition
 
Competition in our industry is intense and most of our competitors have greater financial and other resources than do we. Competition will come from a wide variety of consulting and accounting firms, many of which have more employees, finances and other resources and greater name recognition that do we. We intend to compete based on the reputation and contacts of our founder and the creative and practical approach to services that we offer. Our founder has more than 20 years of experience in providing a variety of consulting services to corporations.
 
No assurances can be given that our competitive strategy will be successful.
 
Employees
 
At this time we have no employee’s other than Mr. Lee
 
DESCRIPTION OF PROPERTY
 
Our principal executive office is located at No. 57-1A, First Floor, Jalan Thambypillal, Brickfields, 50470 Kuala Lumpur, Malaysia and is provided by our President, Lee Chee Thing at no cost. The office space is sufficient to meet our needs, however, if our business expands to a significant degree, we will have to find a larger space. The Company does not own any assets at this time.
 
LEGAL PROCEEDINGS
 
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
 
Pursuant to Item 401 (f) of Regulation S-K there are no events that occurred during the past ten (10) years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the registrant:
 
No petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
   
Such person has not been convicted in a criminal proceeding and is not named subject of a pending criminal proceeding
 
Such person was not the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
   
o  
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
o  
Engaging in any type of business practice; or
o  
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
 
Such person was not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in Regulation S-K, Item 401  paragraph (f)(3)(i) entitled Involvement in Certain Legal Proceedings , or to be associated with persons engaged in any such activity;
   
Such person was not found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
   
Such person was not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
   
 
Such person was not the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 
o  
Any Federal or State securities or commodities law or regulation; or
o  
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
o  
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
Such person was not the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
Research and Development Expenditures
 
We have not incurred any research or development expenditures since our incorporation.
 
 
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Subsidiaries
 
We do not currently have any subsidiaries.
 
Patents and Trademarks
 
We do not own, either legally or beneficially, any patent or trademark.
 
Market for Common Equity and Related Stockholder Matters
 
No Public Market for Common Stock.
 
There is presently no public market for our common stock.  We anticipate making an application for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.
 
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask  price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
 
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
 
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
 
Holders of Our Common Stock
 
Currently, we have 49 holders of record of our common stock.
 
 
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Rule 144

Shares of our Common Stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a “shell company.” In addition, any shares of our Common Stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we are a “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company"; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; and, 3) have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” If less than 12 months has elapsed since the Company ceases being a “shell company”, then only registered securities can be sold pursuant to Rule 144. Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).
 
Stock Option Grants
 
To date, we have not granted any stock options.
 
Registration Rights
 
We have not granted registration rights to the selling shareholders or to any other persons.
 
We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934; and (ii) enable our common stock to be traded on the over-the-counter bulletin board.  We plan to file a Form 8-A registration statement with the Commission to cause us to become a reporting company with the Commission under the 1934 Act. We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the over-the-counter bulletin board.  We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.
 
We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors.  In the near future, in order for us to continue with our business plan, we will need to raise additional capital.  We believe that obtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.
 
We intend to seek quotation of our common stock on the OTCBB immediately following the effectiveness of the Registration Statement of which this Prospectus is a part.
 
 
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
We were incorporated on February 25, 2011 under the laws of the state of Nevada.  
 
While our operating plan is in its formative stages, the goal of the Issuer is to achieve a $100,000 a month operating plan through the development of five or more clients at the same time needing the services of the Issuer. The services of the Issuer specifically relate to the improvement of the performance of the businesses of its clients from their respective existing operations.
 
LCT’s goal is to have five principal clients by the end of first quarter 2012; although no assurance can be made that it will meet or come close to its targeted goals, especially if the nation’s economy does not begin expanding significantly. We have noted from our own observations that consulting services are widely considered to be discretionary expenses. During recessionary periods and times of slow economic growth, companies tend not to incur discretionary commitments. Therefore, we do not believe that is feasible or practical to establish milestones nor are we in a position to predict or estimate the likelihood of success or the amount of time that will be necessary to achieve success with regard to initial goals. At this time we have no professional relationships in place.   However; we do feel there are many affordable contact lists for each of our targeted markets as well as search engines providing free access to many possible referral services.
 
(d)  Method of Acquiring Clients, Milestones, Anticipated Time Frame and Estimated Expenses:
 
LCT has five fundamental approaches to executing its business plan each with an estimated cost of less than $5,000.
 
1)  market services through local branches of law firms who may have clients needing improvements to internal growth strategies or international markets. Mr. Lee has not yet contacted any firms.  We anticipate the cost of these contact lists to be less than $5,000.
 
2)  market through accounting firms who have access to clients who may have needs for improved performance and expansion with an eye on international growth. Mr. Lee has not yet contacted any firms.  We anticipate the cost of these contact lists to be less than $5,000.
 
3)  market through existing consulting firms to improve their capacity to deliver quality services. Mr. Lee has not yet contacted any firms.  We anticipate the cost of these contact lists to be less than $5,000.
 
4)  market through advertising agencies who have clients needing an improved outlook on their markets. Mr. Lee has not yet contacted any firms.  We anticipate the cost of these contact lists to be less than $5,000.
 
5)  directly contact businesses with a directed program for getting their attention to the profit potential in international marketing. Mr. Lee has not yet contacted any firms.  We anticipate the cost of these contact lists to be less than $5,000.
 
The message is intended to establish LCT as an experienced resource to be used as needed by other professional firms to enhance their relationships with their customers. At this time Mr. Lee has not yet established any relationships with these firms.
 
The goal is to single out three firms or contacts a week to minimize costs. Develop client contact profiles and establish a first meeting to present the program to them.
 
This description as to acquiring clients is as complete as possible when considering that we are in the development stage and are operating in a very volatile economy. These factors make it premature to indicate milestones accurately or predict timeframes for the achievement of milestones.
 
We are of the opinion achieving OTCBB status would be beneficial to us in many ways as a fully reporting public company would perhaps give us the perception of professionalism and access to the equity market for funding sources.
 
However, we hope to achieve the following:
 
a)  
Within 90 days of achieving OTCBB status we hope to have our first paying clients, we anticipate expenditure of $12,500
b)  
Within 6 months of achieving OTCBB status we hope to be generating revenues and positive cash flow.  We would anticipate hiring more personnel during that period and would budget an additional $12,500
c)  
As time goes forward we will need to grow our infrastructure on an as needed basis and we would think $50,000 in working capital would be sufficient for our first 12 months of operations.
 
While we cannot fully estimate expenses, our president has verbally agreed to pay expenses for us if revenues are insufficient to meet the obligations.
 
On June 20, 2011 Lee Chee Thing our sole officer and director verbally agreed to provide funding to cover the expenses associated with our offering and registration of our common stock for the next 12 months and beyond, until the Company is engaged in business activities that provide cash flow sufficient to cover these costs. We currently have no written contractual agreements in place with Mr. Lee to provide such funding and as such have no legal recourse if he fails to do so. At this time we do not have all of the necessary funds to pay for these expenses and do not have any written agreement to raise funds to cover these expenses. However, we believe we will be able to meet these costs with funds provided by Mr. Lee. At such time that the Company has the ability to cover these expenses with cash flow from operations, Mr. Lee will no longer be obligated to cover such costs.
 
If we are unable to obtain financing in the amounts and on terms and dates acceptable to us, we may not be able to expand or continue our operations and development and so may be forced to scale back or cease operations or discontinue our business.  You could lose your entire investment.
 
We will need to obtain additional financing in order to complete our business plan. Given the anticipated rate at which we will use cash in our operations, as well as the likelihood that our cash burn rate will increase once we become a reporting company we will need to raise at least $50,000 in a private placement offering to meet our financial commitments for at least the next twelve months. We will require financing in order to market our business.  There is no assurance that we will be successful in raising these funds or generate these funds from the sales of our services.  In the event were are successful, there is no assurance that the terms and conditions of these funds will be in the best interest of our company or our shareholders.  We do not have any official arrangements for financing and we may not be able to find such financing if required.  We will need to obtain additional financing to operate our business for the next twelve months, and if we do not, our business will fail.  We will raise the capital necessary to fund our business through a private offering of our common stock or units consisting of common stock and stock purchase warrants.  Obtaining additional financing would be subject to a number of factors, including investor acceptance of our business strategy and investor sentiment.  These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.
 
Off Balance Sheet Arrangements
 
As of  March 31, 2012, there were no off balance sheet arrangements.
 
 
 
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Results of Operations for the year ended March 31,  2012
 
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
 
Limited Operating History
 
We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.
 
For the year ended March 31, 2012, we had no revenue. Operating Expenses for the year ended March 31, 2012 totaled $37,194 resulting in a loss of $37,194.
 
Capital Resources and Liquidity
 
As of March 31, 2012 we had $57 cash on hand.
 
Based upon the above, we believe that we do not have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.
 
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
 
Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.
 
LCT will pay all costs relating to this offering estimated at $35,000. This amount will be paid as and when necessary and required or otherwise accrued on the books and records of LCT until we are able to pay the full amount due either from revenues or loans from our president. Absent sufficient revenues to pay these amounts within six months of the date of this prospectus, our president has verbally agreed to loan us the funds to cover the balance of outstanding professional and related fees relating to our prospectus to the extent that such liabilities cannot be extended or satisfied in other ways and our professionals insist upon payment. If and when loaned, the loan will be evidenced by a noninterest-bearing unsecured corporate note to be treated as a loan until repaid, if and when LCT has the financial resources to do so. A formal written arrangement does not exist at this time. For the next 12 months, Mr Lee has verbally agreed to provide a loan of up to $300,000 to the company as and when money is required to cover operational costs including but not limited to administrative, marketing, legal, professional and others.
 
Private capital, if sought, will be sought from former business associates of our founder or private investors referred to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees/consultants and independent contractors wherever possible. We believe that we will have sufficient cash to continue operations for the next 12 months from the date of this prospectus provided that our costs of being a public company remain equal to or below the maximum estimate provided below.
 
We have embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of '34, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $15,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These obligations will reduce our ability and resources to expand our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.
 
 
24

 
 
Recently Issued Accounting Pronouncements
 
In June 2003, the United States Securities and Exchange Commission adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 as amended by SEC Release Nos.: 33-8889 and 33-8934. Commencing with our annual report for the fiscal year ending January 31, 2011 (unless the requirement is waived for a further period of time or eliminated for smaller reporting companies), we will be required to include a report of management on our internal control over financial reporting and an attestation report from our registered accounting firm separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting. The internal control report must include a statement.
 
of management’s responsibility for establishing and maintaining adequate internal control over our financial reporting;
 
of management’s assessment of the effectiveness of our internal control over financial reporting as of year end; and
 
of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.
 
In June 2009, the FASB approved the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15, 2009. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.
 
In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04, Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99 which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
 
In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05, Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value, which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques:
 
1. A valuation technique that uses:
 
a. The quoted price of the identical liability when traded as an asset
 
b. Quoted prices for similar liabilities or similar liabilities when traded as assets.
 
2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability.
 
 
25

 
 
The amendments in this Update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this Update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
 
In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08, Earnings Per Share – Amendments to Section 260-10-S99, which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
 
In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09, Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees. This Update represents a correction to Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Additionally, it adds observer comment Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees to the Codification. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.
 
In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12, Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent), which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.
 
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification. The amendments in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary. That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.
 
 
26

 
 
1. A valuation technique that uses:
 
a. The quoted price of the identical liability when traded as an asset
 
b. Quoted prices for similar liabilities or similar liabilities when traded as assets.
 
2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability.
 
The amendments in this Update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this Update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
 
Changes In and Disagreements with Accountants
 
We have had no changes in or disagreements with our accountants.
 
Directors, Executive Officers, Promoters And Control Persons
 
Our sole officer and director was appointed to his current positions on February 25, 2011  Mr. Lee is our founder and possess a vast degree of knowledge and experience in international markets, which we hope will assist us in becoming successful.

Name
 
Age
 
Position(s) and Office(s) Held
         
 Lee Chee Thing
  56  
President, Chief Executive Officer, Chief Financial Officer, and Director
 
Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.
 
Lee Chee Thing, President, Chief Financial Officer, Secretary, Treasurer and Director, Age 56

Mr Lee Chee Thing has been self-employed the past five years as an international business consultant and holds a Bachelor of Science (Honours) Degree in Electrical and Electronic Engineering from Aston University in the United Kingdom. Mr Lee also holds a Certificate in Financial Accounting from City & Guilds, United Kingdom and he continued being self-employed and provided consultancy services specializing in financial and foreign investment. Mr Lee has experience in providing project financing and monitoring as well as investment advisory. Mr Lee’s experience in project financing discipline includes preparation of financial projections including risk assessment which includes looking into issues relating to government legislative provisions; tax and accounting considerations with particular focus to ensure that risks associated with the projects are reduced or eliminated as far as possible. Under project monitoring, Mr Lee is experienced in employing analytical techniques for project monitoring purposes such as performing critical path analysis, variance analysis, as well as cash flow analysis to identify deviations from standard practices so that corrective actions can be formulated to validate and ensure ongoing project feasibility. Mr Lee has experience in providing investment advisory services mainly by coordinating with advisors in implementing client decisions on asset allocation and financial risk management in carrying out projects milestones. In the recent 5 years, Mr. Lee provided financial and project consultancy services to Rich Global Investments Limited (United Kingdom), Band Industrial Limited (Hong Kong), and Richwide Trade Limited (Thailand) by delivering extensive advisory services in areas of support services for project analysis, planning, implementation, evaluation, working closely with project participants to meet project performance expectation as well as monitoring of market trends to develop and improve existing project performance.
 
Directors
 
Our bylaws authorize no less than one (1) director.  We currently have one Director.
 
We currently do not have any independent directors
 
 
27

 
 
Term of Office
Annual election
 
Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.
 
At this time we have no plans to have a separately designated audit, nominating or compensation committee.
 
Significant Employees
 
Lee Chee Thing is our only employee.
 
We will conduct our business through agreements with consultants and arms-length third parties.
 
Executive Compensation
 
Compensation Discussion and Analysis
 
The Company presently not does have employment agreements with any of its named executive officers and it has not established a system of executive compensation or any fixed policies regarding compensation of executive officers.  Due to financial constraints, the company has not paid any cash and/or stock compensation to its named executive officers
 
Our current named executive officer holds substantial ownership in the Company and is motivated by a strong entrepreneurial interest in developing our operations and potential revenue base to the best of his ability.   As our business and operations expand and mature, we may develop a formal system of compensation designed to attract, retain and motivate talented executives.
 
Summary Compensation Table
 
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
 
SUMMARY COMPENSATION TABLE
       
Name and principal position
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Nonqualified
Deferred
Compensation
Earnings ($)
   
All Other
Compensation
($)
   
Total
($)
 
Lee Chee Thing,
CEO, CFO, President, Secretary-Treasurer, & Director
 
2012
 
 
    0       0       100,000       0       0       0       0       0  
 
Narrative Disclosure to the Summary Compensation Table
 
* Our named executive officer does not currently receive any compensation from the Company for his service as an officer of the Company. However Mr. Lee Chee Thing was issued 1,000,000,000 common shares for services as our founder @ $.0001.
 
 
 
28

 
 
Outstanding Equity Awards At Fiscal Year-end Table
 
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
OPTION AWARDS
   
STOCK AWARDS
 
Name
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options
 (#)
Unexercisable
   
Equity
Incentive
 Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   
Option
Exercise
 Price
 ($)
   
Option
Expiration
Date
   
Number
of
Shares
or Shares
of
Stock That
Have
Not
Vested
(#)
   
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
   
Equity
Incentive
 Plan
Awards:
 Number
of
Unearned
 Shares,
Shares or
Other
Rights
That Have
 Not
Vested
(#)
   
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other
Rights
That
Have Not
 Vested
(#)
 
 Lee Chee Thing
    0       0       0       0       0       0       0       0       0  
 
Compensation of Directors Table
 
The table below summarizes all compensation paid to our directors for our last completed fiscal year.
 
DIRECTOR COMPENSATION
 
Name
 
Fees Earned or
Paid in
Cash
($)
   
 
 
Stock Awards
($)
   
 
 
Option Awards
($)
   
Non-Equity
Incentive
Plan
Compensation
($)
   
Non-Qualified
Deferred
Compensation
Earnings
($)
   
 
All
Other
Compensation
($)
   
 
 
 
Total
($)
 
 Lee Chee Thing
    0       0       0       0       0       0       0  
 
Narrative Disclosure to the Director Compensation Table
 
Our directors do not currently receive any compensation from the Company for their service as members of the Board of Directors of the Company.
 
 
29

 
 
Security Ownership of Certain Beneficial Owners and Management
 
The following table sets forth, as of March 31, 2012, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 1,313,440,000 shares of common stock issued and outstanding on March 31, 2012.
 
 
Title of class
Name and address of beneficial owner
 
Amount of
beneficial ownership
   
Percent
of class*
 
Common
 Lee Chee Thing
4790 Caughlin Pkwy, Ste 387
Reno, Nevada 89519
    1,000,000,000       76 %
Common
Total all executive officers and directors
    1,000,000,000       76 %
                   
Common
Other 5% Shareholders
               
 
Khoo Hsiang Hua
    100,000,000        7.6 %
 
Tang Wai Mun
    100,000,000       7.6 %
 
Yap Peck Yoong
    100,000,000       7.6 %
Total
      1,300,000,000       98.8 %
 
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
 
The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
 
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
 
In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
30

 
Certain Relationships and Related Transactions
 
Except as set forth below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
 
  
Any of our directors or officers;
  
Any person proposed as a nominee for election as a director;
  
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
  
Any relative or spouse of any of the foregoing persons who has the same house address as such person.
 
Promoters
 
The company has no promoters at this time other than Mr. Lee
 
Available Information
 
We have filed a registration statement on form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street, N.E. Washington, D.C. 20549. Please Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.
 
If we are not required to provide an annual report to our security holders, we intend to still voluntarily do so when otherwise due, and will attach audited financial statements with such report.
 
Dealer Prospectus Delivery Obligation
 
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.
 
 
31

 
 
 
 
LCT GLOBAL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2012
 
 

 
 

 
 
LCT GLOBAL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
MARCH 31, 2012
 
Report of Independent Registered Public Accounting Firm
F - 1
   
Balance Sheets as of March 31, 2012 and 2011
F - 2
   
Statements of Operations for periods ended
 
March 31, 2012 and 2011 and the period from
 
February 25, 2011 (date of inception) to March 31, 2012
F - 3
   
Statement of Stockholders’ Deficit as of March 31, 2012
F - 4
   
Statements of Cash Flows for periods ended
 
March 31, 2012 and 2011 and the period from
 
February 25, 2011 (date of inception) to March 31, 2012
F - 5
   
Notes to Financial Statements
F - 6 – F - 10

 
 

 
 
Silberstein Ungar, PLLC CPAs and Business Advisors
 
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Boards of Directors
LCT Global Resources, Inc.
Kuala Lumpur, Malaysia
 
We have audited the accompanying balance sheets of LCT Global Resources, Inc., as of March 31, 2012 and 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the periods then ended and the period from February 25, 2011 (date of inception) to March 31, 2012. 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 audit.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits 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 audits provide 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 LCT Global Resources, Inc., as of March 31, 2012 and 2011 and the results of its operations and cash flows for the periods then ended and the period from February 25, 2011 (date of inception) to March 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the LCT Global Resources, Inc. will continue as a going concern.  As discussed in Note 10 to the financial statements, the Company has negative working capital, has not received revenue from sales of products or services, and has incurred losses from operations since inception.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 10. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
 
Bingham Farms, Michigan
June 6, 2012
 
 
F-1

 
 
LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF MARCH 31, 2012 AND 2011
 
ASSETS
 
2012
   
2011
 
                 
Current Assets
               
Cash and equivalents
  $ 57     $ 51  
Prepaid expenses
    8,854       0  
Deposits
    1,000       0  
                 
TOTAL ASSETS
  $ 9,911     $ 51  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current Liabilities
               
Accrued expenses
  $ 4,100     $ 100  
Accrued interest – stockholder
    827       0  
Customer deposits
    3,653       0  
Stock deposits
    0       13,225  
Loan payable - stockholder
    23,225       5,000  
Total Current Liabilities
    31,805       18,325  
                 
Stockholders’ Deficit
               
Common Stock, $.0001 par value, 2,000,000,000 shares authorized, 1,313,440,000 and 1,013,000,000 shares issued and outstanding, respectively
    131,344       101,300  
Additional paid-in capital
    4,381       25  
Deficit accumulated during the development stage
    (157,619 )     (119,599 )
Total Stockholders’ Deficit
    (21,894 )     (18,274 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ 9,911     $ 51  
 
See accompanying notes to financial statements.

 
F-2

 
 
LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED MARCH 31, 2012 AND 2011
PERIOD FROM FEBRUARY 25, 2011 (INCEPTION) TO MARCH 31, 2012
 
   
Year ended March 31, 2012
   
Period from February 25, 2011 (Inception) to March 31, 2011
   
Period from February 25, 2011 (Inception) to March 31, 2012
 
                         
REVENUES
  $ 0     $ 0     $ 0  
                         
OPERATING EXPENSES
                       
Professional fees
    5,300       3,250       8,550  
Consulting fees
    30,221       115,000       145,221  
Incorporation expenses
    0       1,300       1,300  
General and administrative expenses
    1,673       49       1,722  
TOTAL OPERATING EXPENSES
    37,194       C119,599       156,793  
                         
LOSS FROM OPERATIONS
    (37,194 )     (119,599 )     (156,793 )
                         
OTHER INCOME (EXPENSE)
                       
Interest income
    1       0       1  
Interest expense
    (827 )     0       (827 )
TOTAL OTHER INCOME (EXPENSE)
    (826 )     0       (826 )
                         
LOSS BEFORE PROVISION FOR INCOME TAXES
    (38,020 )     (119,599 )     (157,619 )
                         
PROVISION FOR INCOME TAXES
    0       0       0  
                         
NET LOSS
  $ (38,020 )   $ (119,599 )   $ (157,619 )
                         
NET LOSS PER SHARE: BASIC AND DILUTED
  $ (0.00 )   $ (0.00 )        
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
    1,313,427,978       1,013,000,000          
 
See accompanying notes to financial statements.
 
 
F-3

 
 
LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD FROM FEBRUARY 25, 2011 (INCEPTION) TO MARCH 31, 2012
 
   
 
 
 
Common stock
    Additional paid-in capital     Deficit accumulated during the development stage        
   
Shares
   
Amount
           
Total
 
Inception, February 25, 2011
    0     $ 0     $ 0     $ 0     $ 0  
                                         
Common stock issued for services to founder
    1,000,000,000       100,000       -       -       100,000  
                                         
Common stock issued for incorporation services
    13,000,000       1,300       -       -       1,300  
                                         
Contributed capital
    -       -       25       -       25  
                                         
Net loss for the period ended March 31, 2011
    -       -       -       (119,599 )     (119,599 )
                                         
Balance, March 31, 2011
    1,013,000,000       101,300       25       (119,599 )     (18,274 )
                                         
Common stock issued cash at $0.0001 per share
    300,000,000       30,000       -       -       30,000  
                                         
Common stock issued for cash at $0.01 per share
    440,000       44       4,356       -       4,400  
                                         
Net loss for the year ended March 31, 2012
    -       -       -       (38,020 )     (38,020 )
                                         
Balance, March 31, 2012
    1,313,440,000     $ 131,344     $ 4,381     $ (157,619 )   $ (21,894 )

See accompanying notes to financial statements.
 
 
F-4

 

LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED MARCH 31, 2012 AND 2011
PERIOD FROM FEBRUARY 25, 2011 (INCEPTION) TO MARCH 31, 2012
 
   
Year ended March 31, 2012
   
Period from February 25, 2011 (Inception) to March 31, 2011
   
Period from February 25, 2011 (Inception) to March 31, 2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
                       
Net loss for the period
  $ (38,020 )   $ (119,599 )   $ (157,619 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Common stock issued for services
    0       101,300       101,300  
Change in assets and liabilities:
                       
(Increase) in prepaid expenses
    (8,854 )     0       (8,854 )
Increase (decrease) in accrued expenses
    4,000       100       4,100  
Increase in accrued interest – stockholder
    827       0       827  
Increase in customer deposits
    3,653       0       3,653  
Net Cash Used in Operating Activities
    (38,394 )     (18,199 )     (56,593 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Deposit for oil lease
    (1,000 )     0       (1,000 )
Net Cash Used in Investing Activities
    (1,000 )     0       (1,000 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Loans received from stockholder
    18,225       5,000       23,225  
Proceeds from sales of common stock
    21,175       13,225       34,400  
Contributed capital
    0       25       25  
Net Cash Provided by Financing Activities
    39,400       18,250       57,650  
                         
NET INCREASE IN CASH
    6       51       57  
                         
CASH, BEGINNING OF PERIOD
    51       0       0  
CASH, END OF PERIOD
  $ 57     $ 51     $ 57  
                         
SUPPLEMENTAL CASH FLOW INFORMATION
                       
Interest paid
  $ 0     $ 0     $ 0  
Income taxes paid
  $ 0     $ 0     $ 0  
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITY
                       
Common stock issued for services
  $ 0     $ 101,300     $ 101,300  
 
See accompanying notes to financial statements.
 
 
F-5

 

LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
 
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Business
LCT Global Resources, Inc. (“LCT” and the "Company") was incorporated in the State of Nevada on February 25, 2011.  Since inception, the Company has been engaged in organizational efforts and obtaining initial financing, and we plan to provide strategic business planning and management consulting services to small to midsize companies in America who wish to do business in Asia.
 
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies.  A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
 
Basis of Presentation
The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars.  The Company has adopted a March 31 fiscal year end.
 
Reclassifications
Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.
 
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At March 31, 2012 and 2011, respectively, the Company had $57 and $51 of unrestricted cash.
 
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, deposits, accrued expenses, accrued interest – stockholder, customer deposits, stock deposits and an amount due to a stockholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
 
Income Taxes
Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
 
It is the policy of LCT to recognize accruals for interest and penalties related to uncertain tax positions in interest expense.  The Company has not incurred any interest or penalties to date.
 
Revenue Recognition
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.
 
 
F-6

 

LCT GLOBAL RESOURCES, INC.
  (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
 
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
 
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
Concentration of Credit Risks
The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits.  The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties.
 
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of  March 31, 2012.
 
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  The Company issued 1,000,000,000 shares of common stock to its founder and 13,000,000 shares of common stock to for incorporation services during the period ended March 31, 2011. To date, the Company has not adopted a stock option plan and has not granted any stock options.
 
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
NOTE 2 – PREPAID EXPENSES
 
Prepaid expenses consisted of the amounts paid to two vendors for future services. The services are all expected to be completed during the next six months.
 
NOTE 3 – DEPOSITS
 
On March 22, 2012, the Company entered into a letter of intent to purchase an oil lease for $45,000.  A non-refundable deposit of $1,000 was paid per the terms of the letter of intent with the sale of the oil lease to be completed by April 6, 2012.  Subsequent to March 31, 2012, the Company abandoned the attempt to acquire the oil lease and the deposit was expensed at that time.

 
F-7

 
 
LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012
 
NOTE 4 – ACCRUED EXPENSES
 
Accrued expenses consisted of the following at March 31, 2012 and 2011:
 
   
2012
   
2011
 
Accrued consulting fees
  $ 0     $ 100  
Accrued professional fees
    4,100       0  
Total accrued expenses
  $ 4,100     $ 100  
 
NOTE 5 – CUSTOMER DEPOSITS
 
The Company received a $5,000 deposit for consulting services during the year ended March 31, 2012.  The services had not been performed as of March 31, 2012.  On February 28, 2012, the Company paid an invoice on behalf of the customer for $1,347 and recorded it as a partial refund of the deposit. The total customer deposit was $3,653 as of March 31, 2012.
 
NOTE 6 – LOANS PAYABLE – STOCKHOLDER
 
On March 31, 2011, a stockholder loaned $5,000 to the Company to help fund operations.  The loan is unsecured, bears 12% interest and was due on June 30, 2011. The loan is still outstanding at March 31, 2012.
 
During the year ended March 31, 2012, the same stockholder loaned an additional $18,225 to the Company.  These loans are also unsecured and bear 12% interest. These loans are due on June 30, 2012.
 
Total interest expense on these loans was $827 and $0 for the periods ended March 31, 2012 and 2011, respectively.
 
The total loan balance due to the stockholder was $23,225 and $5,000 as of March 31, 2012 and 2011, respectively.  Accrued interest due to the stockholder was $827 and $0 as of March 31, 2012 and 2011, respectively.
 
NOTE 7 – CAPITAL STOCK TRANSACTIONS
 
The Company has 2,000,000,000 shares of $0.0001 par value common stock authorized.
 
During the period ended March 31, 2011, the Company issued 1,000,000,000 shares of common stock for services valued at $100,000 to its founder Lee Chee Thing and 13,000,000 shares for incorporation services valued at $1,300.
 
“During the year ended March 31, 2012, the Company sold a total of 300,000,000 shares of common stock at $0.0001 per share to Khoo Hsiang Hua (100,000,000 shares), Yap Peck Yoong (100,000,000 shares) and Tang Wai Mun (100,000,000 shares) respectively for total cash proceeds of $30,000. The Company collected $13,225 toward the sale of these common stock during the period ended March 31, 2011 and the remaining subscription payments were received during the period ended March 31, 2012.”
 
 
F-8

 

LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012

NOTE 7 – CAPITAL STOCK TRANSACTIONS (CONTINUED)

Additionally during the year ended March 31, 2012, the Company sold 440,000 shares of common stock at $0.01 per share for total cash proceeds of $4,400.

The Company has 1,313,440,000 shares of common stock issued and outstanding as of March 31, 2012.

NOTE 8 – INCOME TAXES

As of March 31, 2012, the Company had net losses of approximately $158,000 that may be available to reduce future years’ taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following for the periods ended March 31, 2012 and 2011:

   
2012
   
2011
 
Federal income tax benefit attributable to:
               
Current operations
  $ 12,927     $ 40,664  
Less: valuation allowance
    (12,927 )     (40,664 )
Net provision for Federal income taxes
  $ 0     $ 0  

The cumulative tax effect at a rate of 34% of significant items comprising our net deferred tax amount is as follows as of March 31, 2012 and 2011:

   
2012
   
2011
 
Deferred tax asset attributable to:
               
Net operating loss carryover
  $ 53,591     $ 40,664  
Less: valuation allowance
    (53,591 )     (40,664 )
Net deferred tax asset
  $ 0     $ 0  

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $158,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 
F-9

 

LCT GLOBAL RESOURCES, INC.
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2012

NOTE 10 – LIQUIDITY AND GOING CONCERN
 
LCT has negative working capital, has incurred operating losses since inception, and has not yet received revenues from sales of products or services.  These factors create substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
 
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

NOTE 11 – SUBSEQUENT EVENTS

On April 3, 2012, the Company paid another invoice for $1,347 on behalf of the customer which was also recorded as a partial refund of the customer deposit. The balance of the customer deposit was $2,306 after this refund.

During April 2012, a stockholder loaned the Company an additional $6,300.  The loans are unsecured, bear 12% interest and are due on June 30, 2012.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2012 to the date these financial statements were issued, and have determined that it does not have any material subsequent events to disclose in these financial statements other than the events discussed above.

 
F-10

 
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
 
We were incorporated in the State of Nevada on February 25, 2011 and 1,000,000,000 shares of common stock were issued to Lee Chee Thing for consideration of founder services. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Mr. Lee had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
 
Security holders acquired their shares by purchase exempt from registration under Regulation S of the 1933 Act.   In April, 2011 Khoo Hsiang Hua, Tang Wai Mun and Yap Peck Yoong each purchased 100,000,000 shares at $.0001 shares of common stock for an initial cash contribution of $10,000 each.
 
In March Public Company Advisory Service (Ramona Smith) was issued 13,000,000 shares (1%) for services in assisting in the preparation of the Company’s financial statements in GAAP for audit preparation for the S-1 process valued at $1,300 ($.0001). These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Ms. Smith had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

During April, 2011 44 investors purchased 440,000 shares of common stock for $4,400 ($.01 per share)
 
We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.
 
We believed that Regulation S was available because:
 
None of these issuances involved underwriters, underwriting discounts or commissions;
We placed Regulation S required restrictive legends on all certificates issued;
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
No direct selling efforts of the Regulation S offering were made in the United States.
 
 
II-1

 
 
In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:
 
Access to all our books and records.
Access to all material contracts and documents relating to our operations.
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
 
Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
 
ITEM 16. EXHIBITS
 
Exhibit Number
 
Description
     
3.1
 
Articles of Incorporation*
     
3.2
 
By-Laws*
     
5.1   Opinion of  Novi & Wilkin*
     
10.1  
Description of Verbal Agreement to Pay for the Registration of Common Stock and Offering Expenses Between LCT Global Resources Inc and Lee Chee Thing *
     
 
Consent of Silberstein  Ungar PLLC (filed herewith)
   
 
23.2   Consent of Counsel, as in exhibit 5.1*
_____________
* Previously filed
 
 
ITEM 17. UNDERTAKINGS
 
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;
 
(a)  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(b) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the forgoing, 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 prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the 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
 
(c) to include any material information with respect to the plan of distribution not previously disclosed in this 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 herein, 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 hereby which remain unsold at the termination of the offering.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.
 
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.
 
 
II-2

 
 
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
If 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 a 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 of the 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; or
 
ii.  
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use.
 
 
II-3

 
 
SIGNATURES
 
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Reno, Nevada, on  Jul 2, 2012.
 
  LCT GLOBAL RESOURCES, INC.  
       
 
By:
/s/  Lee Chee Thing  
    Lee Chee Thing  
   
Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, and sole Director
 
 
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 Jul 2, 2012.
 
 
By:
/s/  Lee Chee Thing  
    Lee Chee Thing  
    Principal Executive Officer, Principal Financial Officer
Principal Accounting Officer, and sole Director
 
 
 
II-4