U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB/A

      |X|   Quarterly Report Pursuant to Section 13 or 15(d) of Securities
            Exchange Act of 1934

                For the quarterly period ended September 30, 2003

      |_|   Transition report under Section 13 or 15(d) of the Securities
            Exchange Act of 1934

               For the transition period from _______ to _______.

                         Commission File No. 000-1074267
                                             -----------

                                 LITE KING CORP.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

           New York                                       11-2996988
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

        13314 Lost Key Place, Bradenton, FL.               34202
      ----------------------------------------          ----------
      (Address of Principal Executive Offices)          (Zip Code)

                                 (941) 388-9512
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has
been subject to such filing requirements for the past 90 days. Yes |X| No |_|

      Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act): Yes |X| No |_|

      There were 49,999,940 shares of common stock outstanding as of September
30, 2003.

                                       1
<PAGE>

                                TABLE OF CONTENTS

PART I.

Item 1. Financial Statements

        Balance Sheet - September 30, 2003  (unaudited)                        4

        Statements of Operations - For the Three Months Ended
        September 30, 2002 and 2003 (unaudited)                                5

        Statements of Cash Flows - For the Three Months Ended
        September 30, 2002 and 2003 (unaudited)                                6

        Notes to Financial Statements (unaudited)                              7

Item 2. Management's Plan of Operations and Discussion and Analysis           11

Item 3. Controls and Procedures                                               14

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                     15

Item 2. Changes in  Securities and Use of Proceeds                            15

Item 3. Defaults upon Senior Securities                                       15

Item 4. Submission of Matters to a Vote of Security Holders                   15

Item 5. Other Information                                                     15

Item 6. Exhibits and Reports on Form 8-K                                      15

        Signatures                                                            15

                                       2
<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

        Financial Information

                                       3
<PAGE>

                              LITE KING CORPORATION
                             CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

                                     ASSETS

Current assets
  Cash                                                             $        269
                                                                   ------------
    Total current assets                                                    269

Other assets                                                              4,966
                                                                   ------------

Total assets                                                       $      5,235
                                                                   ============

                      LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities
  Accounts payable and accrued liabilities                         $  1,189,393
  Convertible debentures - related parties - current portion            400,000
  Convertible debentures - current portion, net of discount
   of $18,189                                                            69,665
  Notes payable to stockholders                                         143,010
                                                                   ------------
    Total current liabilities                                         1,802,068

Long-term liabilities
  Convertible debentures - long-term portion                            843,823
                                                                   ------------

Total liabilities                                                     2,645,891

Stockholder's deficit
  Common stock; $0.001 par value; 50,000,000 shares
   authorized 49,999,940 shares issued and outstanding                   50,000
  Additional paid-in capital                                            585,166
  Treasury stock                                                        (48,950)
  Accumulated deficit                                                (3,226,872)
                                                                   ------------
    Total stockholder's deficit                                      (2,640,656)
                                                                   ------------

Total liabilities and stockholder's deficit                        $      5,235
                                                                   ============

                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>

                              LITE KING CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        For the three months
                                                         ended September 30,
                                                   ----------------------------
                                                       2003            2002
                                                   ------------    ------------

Revenues                                           $         --    $         --

Cost of revenues                                             --              --
                                                   ------------    ------------

  Gross profit (loss)                                        --              --

Operating expenses
  General and administrative                                257          52,625
                                                   ------------    ------------
    Total operating expenses                                257          52,625
                                                   ------------    ------------

  Operating loss from continuing operations                (257)        (52,625)

Other expense
  Interest expense                                      (40,801)        (61,439)
                                                   ------------    ------------
    Total other expense                                 (40,801)        (61,439)

Loss from continuing operations                         (41,058)       (114,064)
Loss from discontinued operations                            --         (58,066)
                                                   ------------    ------------

Net loss                                           $    (41,058)   $   (172,130)
                                                   ============    ============

Continuing operations:
  Basic and diluted loss per common share          $      (0.00)   $      (0.01)
                                                   ============    ============

Discontinued operations:
  Basic and diluted loss per common share          $         --    $      (0.01)
                                                   ============    ============

Net loss:
  Basic and diluted loss per common share          $      (0.00)   $      (0.02)
                                                   ============    ============

Basic and diluted weighted average common
 shares outstanding                                  49,999,940       9,308,857
                                                   ============    ============

                 See Accompanying Notes to Financial Statements

                                       5
<PAGE>

                       LITE KING CORPORATION
                 CONDENSED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)

<TABLE>
<CAPTION>
                                                                For the three months
                                                                 ended September 30,
                                                            ----------------------------
                                                                2003            2002
                                                            ------------    ------------
<S>                                                         <C>             <C>
Cash flows from operating activities:
  Net loss                                                  $    (41,058)   $   (172,130)
    Loss from discontinued operations                                 --          58,061
                                                            ------------    ------------
    Loss from continuing operations                              (41,058)       (114,069)
  Adjustments to reconcile net loss to net cash used
   by operating activities:
    Accretion of discount on convertible debentures               11,540          11,540
  Changes in operating assets and liabilities:
    Other assets                                                   3,150           3,516
    Accounts payable and accrued liabilities                      25,388          23,247
                                                            ------------    ------------
      Net cash used by operating activities of continuing
       operations                                                   (980)        (75,766)

Cash flows from financing activities:
  Principal payments on notes payable to stockholders               (942)            (44)
  Principal payments on capital lease obligations                     --          (4,076)
                                                            ------------    ------------
      Net cash used by financing activities from
       continuing operations                                        (942)         (4,120)

                                                            ------------    ------------
Cash provided by discontinued operations                              --          79,886
                                                            ------------    ------------

Net change in cash                                                (1,922)             --

Cash, beginning of period                                          2,191              --
                                                            ------------    ------------

Cash, end of period                                         $        269    $         --
                                                            ============    ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       6
<PAGE>

                              LITE KING CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business - Lite King Corporation (hereinafter referred to as the
"Company") currently is a dormant company with no operations and activities
isolated to legal and other fees related to the maintenance of corporate status.
As discussed in Note 7, the Company discontinued their operations beginning
October 1, 2002. The Company is considered to be a public shell.

History - Lite King Corporation ("LK") was incorporated in New York on January
4, 1990 and was formerly engaged in the manufacture and assembly of wiring
devices. During 2000, LK discontinued its manufacturing and assembly business
and sold off its business assets to position itself as a merger candidate.

National Cabling Services, Inc. ("NCSI") was incorporated on June 21, 1995 in
the state of Illinois. The Company's principal business activity is the design
and installation of cabling for computer networks.

On March 16, 2001, the Company merged with NCSI in a reverse acquisition. In
consideration of receiving all of the issued and outstanding shares of NCSI, LK
issued 5,149,029 restricted shares of common stock to the shareholders of NCSI.
LK had 2,484,646 shares issued and outstanding prior to the merger.

The merger was accounted for as a reverse acquisition since NCSI is the
continuing accounting entity under GAAP, as a result of the recapitalization.
Accordingly, a recapitalization occurred and no goodwill was recorded and the
operating results of LK have been included in the financial statements from the
date of consummation of the merger. On this basis, the historical financial
statements prior to March 16, 2001 represent the financial statements of NCSI.
The historical shareholders' equity accounts of NCSI as of December 31, 2000
have been retroactively restated for all periods presented to reflect the
recapitalization.

Going concern - The Company incurred a net loss of approximately $41,000 for the
three months ended September 30, 2003. The Company's current liabilities exceed
its current assets by approximately $1,802,000 as of September 30, 2003. These
factors create substantial doubt about the Company's ability to continue as a
going concern. The Company's management plans to continue to fund its operations
in the short term with a combination of debt and equity financing, as well as
revenue from operations in the long term.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

Definition of fiscal year - On June 30, 2001, the Company elected to change its
fiscal year from December 31 to June 30.

Use of estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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 of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.

Reclassifications - Certain items in the financial statements of prior periods
have been reclassified to conform to current period presentation.

Inventory - Inventory is stated at the lower of cost or market. Cost is
principally determined by using the first-in, first-out (FIFO) method. Inventory
consists principally of finished goods. The Company's management monitors the
inventory for excess and obsolete items and makes necessary valuation
adjustments when required.

                                       7
<PAGE>

Fixed assets - Fixed assets are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets, which is primarily 3 to 7 years. The cost
of repairs and maintenance is charged to expense as incurred. Expenditures for
property betterments and renewals are capitalized. Upon sale or other
disposition of a depreciable asset, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other income
(expense).

The Company periodically evaluates whether events and circumstances have
occurred that may warrant revision of the estimated useful lives of fixed assets
or whether the remaining balance of fixed assets should be evaluated for
possible impairment. The Company uses an estimate of the related undiscounted
cash flows over the remaining life of the fixed assets in measuring their
recoverability.

Revenue recognition - The Company maintains its accounting records on the
accrual basis of accounting. Revenues from fixed-price installation contracts
are recognized on the percentage-of-completion method, measured by the
percentage of actual cost incurred to date to estimated total cost for each
contract (cost-to-cost method). This method is used because management considers
actual expended cost to be the best available measure of progress on these
contracts. Revenues from cost-plus-fee contracts are recognized on the basis of
costs incurred during the period plus the fee earned, measured by the
cost-to-cost method.

Contract costs include all direct material and labor costs and those indirect
costs related to contract performance, such as indirect labor, payroll taxes,
union fringes, and insurance costs. Selling, general, and administrative costs
are charged to expense as incurred. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions, and estimated
profitability, including those arising from contract penalty provisions, and
final contract settlements may result in revisions to costs and income and are
recognized in the period in which the revisions are determined.

The asset, "Costs and estimated earnings in excess of billings on uncompleted
contracts," represents revenues recognized in excess of amounts billed. The
liability, "Billings in excess of costs and estimated earnings on uncompleted
contracts," represents billings in excess of revenues recognized. As of
September 30, 2003, there were no costs and estimated earnings in excess of
billings on uncompleted contracts, nor billings in excess of costs and estimated
earnings on uncompleted contracts.

Contracts less than $10,000 are included in material inventory due to size and
short duration. Revenue on these contracts is recognized using the completed
contract method.

Product development costs - Product development expenditures are charged to
expenses as incurred.

Comprehensive income (loss) - The Company has no components of other
comprehensive income. Accordingly, net loss equals comprehensive loss for all
periods.

Stock-based compensation - The Company applies Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees, and Related
Interpretations", in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS No 123
requires the recognition of compensation cost using a fair value based method
whereby compensation cost is measured at the grant date based on the value of
the award and is recognized over the service period, which is usually the
vesting period. The Company uses the Black-Scholes pricing model to calculate
the fair value of options and warrants issued to non-employees. Stock issued for
compensation is valued using the market price of the stock on the date of the
related agreement.

                                       8
<PAGE>

The Company granted no warrants or options to employees for the three months
ended September 30, 2003 and 2002.

Earnings (loss) per common share - Basic earnings (loss) per share excludes any
dilutive effects of options, warrants and convertible securities. Basic earnings
(loss) per share is computed using the weighted-average number of outstanding
common shares during the applicable period. Diluted earnings (loss) per share is
computed using the weighted average number of common and common stock equivalent
shares outstanding during the period. Common stock equivalent shares are
excluded from the computation if their effect is antidilutive.

2. RELATED PARTY TRANSACTIONS

Note payable to stockholders - As of September 30, 2003, the Company has a note
payable totaling $143,010 due to two principal stockholders, which is secured by
the Company's assets, bearing interest at 6% per annum, with principal and
interest due on demand.

Convertible debentures - related parties - During June and July 2001, the
Company issued convertible debentures in the amount of $400,000. The debentures
mature in two years (currently in default) and bear interest at twelve percent
annually, payable annually. The holder of a Debenture will have the right at any
time after thirty days from the issuance until maturity to voluntarily convert
to common shares of the issuer at $2.00 per share. The Debenture holder will be
forced to convert to common stock if the common stock is trading in an
over-the-counter market or on a listed exchange and the average bid price of the
common stock on the issuer has maintained a price of two dollars per share or
higher for five consecutive trading days.

3. CONVERTIBLE DEBENTURES

On February 7, 2002, pursuant to an Equity Line of Credit Agreement (see Note
5), the Company issued a Convertible Debenture in the amount of $843,823 to
Cornell Capital Partner, LP ("Cornell") under an Equity Line of Credit Agreement
(See Note 5). This Debenture matures on February 7, 2007, is unsecured and bears
interest at five percent annually. The interest will be paid at the time of
maturity or on the conversion date. Cornell is entitled to convert, and sell on
the same day, at any time from time to time, until payment in full of this
Debenture, all or any part of the principal amount of the Debenture, plus
accrued interest, into shares of the Company's common stock at a price per share
equal to $0.41 per share. The Company has accounted for this transaction as a
long-term liability and "Loan fees related to equity line of credit" which will
be amortized over the life of the Credit Agreement. For the three months ended
September 30, 2003, the Company recorded $70,897 in amortization related to the
loan fees.

On February 22, 2002, the Company issued a Secured Convertible Debenture to
Cornell in the principal amount of $250,000. This Debenture had a term of 2
years and bore interest at five percent annually. The interest will be paid at
the time of maturity or on the conversion date. At the Company's option, the
entire principal amount and all accrued interest can be either (a) paid to the
investors at maturity or (b) converted to common shares of the Company. Cornell
is entitled to voluntarily convert the Debentures to common shares of the
Company on or after February 22, 2002. These Debentures are convertible into
shares of the Company's common stock at a conversion price equal to either (a)
120% of the closing bid price of the Company's common stock as of February 14,
2002, or (b) 80% of the average of the 3 lowest closing bid prices of the
Company's common stock for the 5 trading days prior to conversion.

The Company recorded the estimated value of the conversion feature on the
debenture issued February 22, 2002 totaling $18,189 (net of total accretion of
$73,381). For the three months ended September 30, 2003, $11,540 was accreted
from these discounts and recognized as interest expense.

                                       9
<PAGE>

During August and September 2002, Cornell converted principal totaling $85,000
of the $250,000 debenture and received 7,444,378 shares of the Company's common
stock, giving Cornell majority ownership in the Company.

4. COMMITMENTS AND CONTINGENCIES

Secured borrowing - During the year ended June 30, 2002 the Company entered in a
"Sale and Purchase Agreement" with a lender for the sale of certain trade
receivables to the lender. The Company is obligated under the agreement to
repurchase any receivables sold that remains unpaid for 90 days following its
original invoice date. Therefore, the Company adopted Financial Accounting
Standard (FAS) 125, `Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" and has classified these transactions as
secured borrowings. The agreement allows the Company to borrow up to 80% of
receivables sold or Maximum Credit ($400,000), whichever is less. A factoring
fee of 1% each 30 days is charged on face value of each financed invoice.
Additional fee includes finance fee of Prime plus 5% on the average daily
financed balance payable monthly in arrears. Application of receipts for
interest calculation will occur after four business days. The term is based on
six months with six month renewals (30 day advance written notice for rate
negotiation or termination). As of September 30, 2003, the secured borrowing
totaling $13,250 was recorded as part of accounts payable and accrued
liabilities totaling $1,189,393.

During October 2002, the Company adopted a formal plan to discontinue all
operations. As of December 31, 2002, the Company completed the sale of all
assets and paid the remaining principal balances on the note payable and capital
lease obligations. The Company currently is a dormant company with no operations
and activities isolated to legal and other fees related to the maintenance of
corporate status. The Company is considered to be a public shell.

Litigation - The Company was a co-defendant in a lawsuit filed by a group of
former employees claiming they were not paid prevailing wages on a 1996 project.
The parties to the lawsuit have entered into an out-of-court settlement, the
result of which was the Company had to pay $45,000 to settle these claims. This
expense is included in the year ended June 30, 2001. As a result of the
settlement, the Company accrued payroll taxes payable of $98,643 as of June 30,
2001. An additional $42,093 was accrued for interest and penalty. As of
September 30, 2003, the outstanding payroll tax payable balance was $115,736.

5. EQUITY LINE OF CREDIT AGREEMENT

On February 14, 2002, the Company entered into an Equity Line of Credit
Agreement ("Credit Agreement") with Cornell. Pursuant to the Credit Agreement,
the Company may, at its discretion, periodically draw funds up to $20,000,000
from issuance of its common stock. For each share of common stock purchased
under the Equity Line of Credit, Cornell Capital Partners will pay 91% of the
lowest closing bid price on the Over-the-Counter Bulletin Board or other
principal market on which the Company's common stock is traded for the 5 days
immediately following the notice date. The Company is entitled to $1.5 million,
in the aggregate, in the first thirty calendar day period after the effective
date of the registration statement with respect to the equity line of credit
shares. The amount of each subsequent advance received by the Company is subject
to an aggregate maximum advance amount of $500,000 in any thirty-day period
thereafter. Furthermore, the Company is required to file a registration
statement on Form SB-2 with the Securities and Exchange Commission for the
registration of common stock for future issuance related to the Credit
Agreement. The term of the Credit Agreement is thirty-six months beginning on
the date the SEC declares that SB-2 effective and subject to termination at the
sole discretion of the Company and subject to certain events. Credit Agreement
is no longer available.

Under the Credit Agreement, the Company is required to issue 360,920 shares of
the Company's common stock to Cornell, 20,000 shares to a placement agent, and
issue a convertible debenture in the amount of $843,823 (See Note 3). In
February 2002 the Company issued the common stock valued at $159,986 which the
Company recorded as "Loan fees related to equity line" which were to be
amortized over the life of the Credit Agreement. However, when the Company
ceased operations in October of 2002, the Credit Agreement was cancelled and
accordingly all remaining loan fees were fully amortized.

                                       10
<PAGE>

6. DISCONTINUED OPERATIONS

During October 2002, the Company adopted a formal plan to discontinue all
operations. As of December 31, 2002, the Company completed the sale of all
assets and paid the remaining principal balances on the note payable and capital
lease obligations. The Company currently is a dormant company with no operations
and activities isolated to legal and other fees related to the maintenance of
corporate status. The Company is considered to be a public shell.

Item 2. Management's Plan Of Operation And Discussion And Analysis

Overview

      The discussion and analysis presented below should be read in conjunction
with the consolidated financial statements and related notes appearing in the
Form 10-KSB.

      On March 9, 2001, Lite King entered into a written merger agreement to
acquire all of the common stock of National Cabling Services, Inc., an Illinois
corporation ("National Cabling") which provided professional design and
installation of structured cable systems and electronics in support of high
speed telecommunication services such as LAN/WAN, VoIP, PBX systems and outside
plant systems. The share exchange and business reorganization pursuant to
Section 368 of the Internal Revenue Code of 1986, as amended, was completed on
March 16, 2001. The Agreement and Plan of Merger ("Agreement") called for the
merger of National Cabling with a wholly owned subsidiary of the Company, King
Cabling Corp; the exchange of all outstanding common shares of National Cabling
for common shares of the Company; and the resignation of the existing Board of
Directors and Officers of the Company and the appointment of three members of
National Cabling's Board of Directors and Officers to fill their un-expired
terms. The Agreement called for a shareholder meeting to be called as soon as
practicable to ratify the new Board of Directors' appointments. Lite King
functioned as the parent company for National Cabling Services, Inc.

      The Company under the name National Cabling continued operations as
National Cabling. The Company acquired current assets of approximately $738,244,
and leasehold improvements and equipment of approximately $300,742 for total
assets of $1,038,986 in exchange for 5,149,029 shares of the Company pursuant to
the terms of the Agreement. Prior to the merger, there was no material
relationship between the Company and National Cabling. (See Management's
Discussion and Analysis of Plan of Operation). Due to a lack of funding, the
Company ceased all operations in October of 2002.

      During October 2002, the Company adopted a formal plan to discontinue all
operations. As of December 31, 2002, the Company completed the sale of all
assets and paid the remaining principal balances on the note payable and capital
lease obligations. The Company currently is a dormant company with no operations
and activities isolated to legal and other fees related to the maintenance of
corporate status. No Equity Line is available to the Company at this time. The
Company is considered to be a public shell.

Financial Performance

      The Company had a history of losses and ceased operations in October,
2002.

Results of Operations For the Three Months Ended September 30, 2003, As Compared
To The Three Months Ended September 30, 2002.

      Revenues. Since the Company discontinued operations in October of 2002, we
had no revenue or cost of revenue during this period.

      Operating Expense. For the three months ended September 30, 2003, we had
total operating expenses of $257, as compared to total operating expenses of
approximately $53,000 for the three months ended September 30, 2002, a decrease
of approximately $52,000.

                                       11
<PAGE>

      Interest Expense. For the three months ended September 30, 2003, we had
interest expense of approximately $41,000 as compared to approximately $61,000
for the three months ended September 30, 2002, a decrease of approximately
$20,000 due to conversion of convertible debentures into stock.

      Net Loss from Continuing Operations. For the three months ended September
30, 2003, we had a net loss from continuing operations of approximately $41,000
as compared to a net loss of approximately $114,000 for the three months ended
September 30, 2002, a decrease of approximately $73,000 or 64%.

      Net Loss from Discontinued Operations. The net loss from discontinued
operations for the three months ended September 30, 2003 and 2002 was $-- and
approximately $58,000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

      The Company incurred a net loss of approximately $41,000 for the three
months ended September 30, 2003. The Company's current liabilities exceeded our
current assets by approximately $1,801,799 as of September 30, 2003.

Related Party Transactions

      Note payable to stockholders - As of September 30, 2003, the Company had a
note payable totaling $143,010 due to two principal stockholders, Mr. Wally
Pennington and Mr. Robert Personett, the Company's former officers and
directors, which was secured by the Company's assets, bearing interest at 6% per
annum, with principal and interest due on August 2, 2002. This note payable is
in default as of the date of this report.

      Convertible debentures - former officers/directors and debenture holders -
During June and July 2001, the Company issued convertible debentures in the
amount of $400,000 to Mr. Wally Pennington, Mr. Robert Personett, Mrs. Christine
Personett, and Mr. Mike Murphy. Mr. Pennington and Mr. Personett were former
officers and directors of the Company. Mrs. Personett was Mr. Personett's
sister. Mr. Murphy was a debenture holder. The debentures mature in two years
(currently in default) and bear interest at twelve percent annually, payable
annually. The holder of a Debenture will have the right at any time after thirty
days from the issuance until maturity to voluntarily convert to common shares of
the issuer at $2.00 per share. The Debenture holder will be forced to convert to
common stock if the common stock is trading in an over-the-counter market or on
a listed exchange and the average bid price of the common stock on the issuer
has maintained a price of two dollars per share or higher for five consecutive
trading days.

Convertible Debentures

      On February 7, 2002, pursuant to an Equity Line of Credit Agreement, the
Company issued a Convertible Debenture in the amount of $843,823 to Cornell
Capital Partner, LP ("Cornell") under an Equity Line of Credit Agreement. This
Debenture matures on February 7, 2007, is unsecured and bears interest at five
percent annually. The interest will be paid at the time of maturity or on the
conversion date. Cornell is entitled to convert, and sell on the same day, at
any time from time to time, until payment in full of this Debenture, all or any
part of the principal amount of the Debenture, plus accrued interest, into
shares of the Company's common stock at a price per share equal to $0.41 per
share. The Company has accounted for this transaction as a long-term liability
and "Loan fees related to equity line of credit" which were to be amortized over
the life of the Credit Agreement. However, the Equity Line of Credit Agreement
was cancelled in October of 2002 and accordingly all remaining loan fees were
fully amortized.

      On February 22, 2002, the Company issued a Secured Convertible Debenture
to Cornell in the principal amount of $250,000. This Debenture had a term of 2
years and bore interest at five percent annually. The interest will be paid at
the time of maturity or on the conversion date. At the Company's option, the
entire principal amount and all accrued interest can be either (a) paid to the
investors at maturity or (b) converted to common shares of the Company. Cornell
is entitled to voluntarily convert the Debentures to common shares of the
Company on or after February 22, 2002. These Debentures are convertible into
shares of the Company's common stock at a conversion price equal to either (a)
120% of the closing bid price of the Company's common stock as of February 14,
2002, or (b) 80% of the average of the 3 lowest closing bid prices of the
Company's common stock for the 5 trading days prior to conversion.

                                       12
<PAGE>

      The Company recorded the estimated value of the conversion feature on the
debenture issued February 22, 2002 totaling $18,189 (net of total accretion of
$73,381). For the three months ended September 30, 2003, $11,540 was accreted
from these discounts and recognized as interest expense.

      From August 2002 through November 2002, Cornell converted principal
totaling $162,146 of the $250,000 debenture and received 41,985,345 shares of
the Company's common stock, giving Cornell majority ownership in the Company.

Equity Line of Credit Agreement

      On February 14, 2002, the Company entered into an Equity Line of Credit
Agreement ("Credit Agreement") with Cornell. Pursuant to the Credit Agreement,
the Company may, at its discretion, periodically draw funds up to $20,000,000
from issuance of its common stock. For each share of common stock purchased
under the Equity Line of Credit, Cornell Capital Partners will pay 91% of the
lowest closing bid price on the Over-the-Counter Bulletin Board or other
principal market on which the Company's common stock is traded for the 5 days
immediately following the notice date. The Company is entitled to $1.5 million,
in the aggregate, in the first thirty calendar day period after the effective
date of the registration statement with respect to the equity line of credit
shares. The amount of each subsequent advance received by the Company is subject
to an aggregate maximum advance amount of $500,000 in any thirty-day period
thereafter. Furthermore, the Company is required to file a registration
statement on Form SB-2 with the Securities and Exchange Commission for the
registration of common stock for future issuance related to the Credit
Agreement. The term of the Credit Agreement is thirty-six months beginning on
the date the SEC declares that SB-2 effective and subject to termination at the
sole discretion of the Company and subject to certain events. Credit Agreement
is no longer available.

      Under the Credit Agreement, the Company is required to issue 360,920
shares of the Company's common stock to Cornell, 20,000 shares to a placement
agent, and issue a convertible debenture in the amount of $843,823. In February
2002 the Company issued the common stock valued at $159,986 which the Company
recorded as "Loan fees related to equity line" which were to be amortized over
the life of the Credit Agreement. However, when the Company ceased operations in
October, 2002 the Credit Agreement was cancelled and accordingly all remaining
loan fees were fully amortized.

Discontinued operations

      During October 2002, the Company adopted a formal plan to discontinue all
operations. As of December 31, 2002, the Company completed the sale of all
assets and paid the remaining principal balances on the note payable and capital
lease obligations. The Company currently is dormant company with no operations
and activities isolated to legal and other fees related to the maintenance of
corporate status. No Equity Line is available to the Company at this time. The
Company is considered to be a public shell.

Certain Business Risks

      The Company is subject to various risks that may materially harm its
business, financial condition and results of operations. You should carefully
consider the risks and uncertainties described below and the other information
in this filing before deciding to purchase the Company's common stock. These are
not the only risks and uncertainties that the Company faces. If any of these
risks or uncertainties actually occurs, the Company's business, financial
condition or operating results could be materially harmed. In that case, the
trading price of the Company's common stock could decline and you could lose all
or part of your investment.

      We Have Historically Lost Money And Losses May Continue In The Future

      On March 16, 2001, Lite King merged with National Cabling Services, Inc.
("NCSI") in a reverse acquisition. In consideration of receiving all of the
issued and outstanding shares of NCSI, Lite King issued 5,149,029 restricted
shares of common stock to the shareholders of NCSI. Lite King had 2,484,646
shares issued and outstanding prior to the merger. As of September 30, 2003, the
Company had an accumulated deficit of $3,226,872.

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<PAGE>

      Discontinued operations

      During October 2002, the Company adopted a formal plan to discontinue all
operations. As of December 31, 2002, the Company completed the sale of all
assets and paid the remaining principal balances on the note payable and capital
lease obligations. The Company currently is dormant company with no operations
and activities isolated to legal and other fees related to the maintenance of
corporate status. No Equity Line is available to the Company at this time. The
Company is considered to be a public shell

      We Are Subject To A Working Capital Deficit, Which Means That Our Current
Assets On September 30, 2003 Were Not Sufficient To Satisfy Our Current
Liabilities

      We had a working capital deficit of approximately $1,732,000 as of
September 30, 2003, which means that our current liabilities as of that date
exceeded our current assets by approximately $1,732,000. Current assets are
assets that are expected to be converted to cash within one year and, therefore,
may be used to pay current liabilities as they become due. Our working capital
deficit means that our current assets on September 30, 2003 were not sufficient
to satisfy all of our current liabilities on that date. If our ongoing
operations do not begin to provide sufficient profitability to offset the
working capital deficit we may have to raise capital or debt to fund the
deficit.

      Our Obligations Under The Secured Convertible Debentures Issued to Cornell
Capital Partners, Are Secured By All Of Our Assets

      Our obligations under the secured convertible debentures in the principal
amount of $250,000 issued to Cornell Capital Partners are secured by all of our
assets. As a result, if we default under the terms of these secured convertible
debentures, Cornell Capital Partners could foreclose its security interest and
liquidate all of the assets of the Company. This would force us to cease our
operations.

      .Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More
Difficult For Investors To Sell Their Shares Due To Suitability Requirements

      Our common stock is deemed to be "penny stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the Nasdaq automated quotation system
            (Nasdaq listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net tangible assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $5.0 million (if in continuous operation for less than three years),
            or with average revenues of less than $6.0 million for the last
            three years.

      Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common
stock to sell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline.

ITEM 3. CONTROLS AND PROCEDURES

      Our current management consists of David L. Norris who became an officer
of Lite King from October, 2002. Unfortunately, current management does not have
any basis to form an assertion with respect to the controls and procedures as
conducted by prior management during the period as covered by this report.

                                       14
<PAGE>

PART II

ITEM 1. LEGAL PROCEEDINGS

      None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      During the period August 19, 2002 to September 25, 2002, the $843,823
convertible Debenture holder elected to convert $85,000 into 7,444,378 shares of
common stock averaging at approximately $0.0114 per share. This conversion
resulted in an increase of $7,444 in Common Stock, $77,556 and Paid-in Capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5. OTHER INFORMATION

      Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits:

Exhibit
 Number    Description
-------    -----------
31.1       Certification of Chief Executive Officer

31.2       Certification of Chief Financial Officer

32.1       Certification of President and Chief Executive Officer under
           Section 906 of the Sarbanes-Oxley Act of 2002.

32.2       Certification of Chief Financial Officer under Section 906 of the
           Sarbanes-Oxley Act of 2002.

      (b) Reports On Form 8-K:

      None

SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: March 9, 2006                    LITE KING CORPORATION

                                       By:
                                          -----------------------------------
                                          David L. Norris
                                          President, Chief Executive Officer,
                                          and Chief Financial Officer

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