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

                                   FORM 10-QSB


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

                For the quarterly period ended September 30, 2004

      [_]   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                                 (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

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, 2004.

                                       1
<PAGE>


<TABLE>
<CAPTION>

PART I.
<S>                                                                                                         <C>
Item 1.     Financial Statements
            Condensed Balance Sheet - September 30, 2004  (unaudited)                                        4

            Condensed Statements of Operations - For the Three Months Ended September 30, 2003 and 2004
            (unaudited)                                                                                      5

            Condensed Statements of Cash Flows - For the Three Months Ended September 30, 2003 and 2004
            (unaudited)                                                                                      6

            Notes to Condensed Financial Statements (unaudited)                                              7

Item 2.     Management's Plan of Operations and Discussion and Analysis                                     10

Item 3.     Controls and Procedures                                                                         13

PART II.                          OTHER INFORMATION

Item 1.     Legal Proceedings                                                                               14

Item 2.     Changes in Securities and Use of
            Proceeds                                                                                        14

Item 3.     Defaults upon Senior Securities                                                                 14

Item 4.     Submission of Matters to a Vote of Security Holders                                             14

Item 5.     Other Information                                                                               14

Item 6.     Exhibits and Reports on Form 8-K                                                                14

            Signatures                                                                                      14
</TABLE>

                                       2
<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS


        Financial Information



                                       3
<PAGE>

                              LITE KING CORPORATION
                             CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                 <C>
Current assets
     Cash                                                           $       496
                                                                    -----------
            Total current assets                                            496
                                                                    -----------

Total assets                                                        $       496
                                                                    ===========

                     LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities
     Accounts payable and accrued liabilities                       $ 1,293,136
     Convertible debentures - related
     parties - current portion                                          400,000
     Convertible debentures - current portion                            87,854
     Notes payable to stockholders                                      143,010
                                                                    -----------
            Total current liabilities                                 1,924,000

Long-term liabilities
     Convertible debentures - long-term
     portion                                                            843,823
                                                                    -----------
Total liabilities                                                     2,767,823

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                                             (3,353,543)
                                                                    -----------
            Total stockholder's deficit                              (2,767,327)
                                                                    -----------
Total liabilities and stockholder's deficit                         $       496
                                                                    ===========
</TABLE>


                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>


                              LITE KING CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       For the three months ended September 30,
                                                                     -------------------------------------------
                                                                           2004                      2003
                                                                     ----------------           ----------------


<S>                                                                      <C>                    <C>
Revenues                                                                 $         --           $         --

Cost of revenues                                                         $         --           $         --
                                                                     ----------------           ----------------
     Gross profit (loss)                                                           --                     --

Operating expenses
     General and administrative                                                    --                    257
                                                                     ----------------           ----------------
        Total operating expenses
                                                                                   --                    257
                                                                     ----------------           ----------------
     Loss from operations                                                          --                   (257)

Other expense
     Interest expense                                                         (26,196)               (40,801)
                                                                     ----------------           ----------------
        Total other expense                                                   (26,196)               (40,801)

Net loss                                                                 $    (26,196)          $    (41,058)
                                                                     ================           ================

Basic and diluted loss per common share                                  $      (0.00)          $      (0.00)
                                                                     ================           ================
Basic and diluted weighted average common
     shares outstanding                                                    49,999,940             49,999,940
                                                                     ================           ================
</TABLE>

                 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,
                                                                     -------------------------------------------------------
                                                                             2004                               2003
                                                                     --------------------               --------------------
<S>                                                                  <C>                            <C>
Cash flows from operating activities:
     Net loss                                                        $           (26,196)           $         (41,058)

     Adjustments to reconcile net loss to net cash used
        by operating activities:

        Accretion of discount on convertible debentures                                --                      11,540

     Changes in operating assets and liabilities:

        Other assets                                                                   --                       3,150

        Accounts payable and accrued liabilities                                  26,196                       25,388
                                                                     --------------------               --------------------
           Net cash used by operating activities of continuing

           operations                                                                  --                        (980)

Cash flows from financing activities:

     Principal payments on notes payable to stockholders                               --                        (942)
                                                                     --------------------               --------------------
           Net cash used by financing activities from

           continuing operations                                                       --                        (942)
                                                                     --------------------               --------------------
Net change in cash                                                                     --                      (1,922)

Cash, beginning of period                                                            496                        2,191
                                                                     --------------------               --------------------

Cash, end of period                                                  $               496            $             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 $26,000
      for the three months ended September 30, 2004. The Company's current
      liabilities exceed its current assets by approximately $1,924,000 as of
      September 30, 2004. The Company ceased operations in October 2002 and is
      considered to be a public shell.

      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.

      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).

                                       7
<PAGE>

      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, 2004, 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. The Company granted no warrants or options to
      employees for the three months ended September 30, 2004 and 2003.

      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, 2004, the Company has 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 demand. This note
      payable is in default as of the date of this report.

                                       8
<PAGE>


      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.

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 were to
      be amortized over the life of the Credit Agreement. However, as discussed
      in Note 5, 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 has a term
      of 2 years (currently in default) and bears 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.

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, 2004, the secured borrowing totaling
      $13,250 was recorded as part of accounts payable and accrued liabilities
      totaling $1,293,136.

      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, 2004, the outstanding
      payroll tax payable balance was $115,736.

                                       9
<PAGE>


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.

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.

                                       10
<PAGE>


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, 2004, As Compared
To The Three Months Ended September 30, 2003.

      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, 2004, we had
total operating expenses of $--, as compared to total operating expenses of $257
for the three months ended September 30, 2003, a decrease of $257.

      Interest Expense. For the three months ended September 30, 2004, we had
interest expense of approximately $26,000 as compared to approximately $41,000
for the three months ended September 30, 2003, a decrease of approximately
$15,000 or 36%.

      Net Loss. For the three months ended September 30, 2004, we had a net loss
of approximately $26,000 as compared to a net loss of approximately $41,000 for
the three months ended September 30, 2003, a decrease of approximately $15,000
or 36%.

LIQUIDITY AND CAPITAL RESOURCES

      The Company incurred a net loss of approximately $26,000 for the three
months ended September 30, 2004. The Company's current liabilities exceeded our
current assets by approximately $1,924,000 as of September 30, 2004.

Related Party Transactions

      Note payable to stockholders - As of September 30, 2004, 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.

                                       11
<PAGE>


      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 (currently in default) 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.

      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, 2004, the
Company had an accumulated deficit of $3,353,543.

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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, 2004 Were Not Sufficient To Satisfy Our Current
Liabilities

      We had a working capital deficit of approximately $1,924,000 as of
September 30, 2004, which means that our current liabilities as of that date
exceeded our current assets by approximately $1,924,000. 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, 2004 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.

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<PAGE>


PART II


ITEM 1. LEGAL PROCEEDINGS

      None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5. OTHER INFORMATION

      None.

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 15, 2006                LITE KING CORPORATION

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

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