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 March 31, 2006

|_|   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
  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 March 31,
2006.

                                       1
<PAGE>

                                TABLE OF CONTENTS

PART I.

<TABLE>
<CAPTION>
<S>        <C>                                                                                                    <C>
Item 1.   Financial Statements

          Condensed Balance Sheet - March  31, 2006  (unaudited)                                                    4

          Condensed Statements of Operations - For the Three Months Ended March 31, 2005 and 2006 (unaudited)       5

          Condensed Statements of Operations - For the Nine Months Ended March 31, 2005 and 2006 (unaudited)        5

          Condensed Statements of Cash Flows - For the Nine Months Ended March 31, 2005 and 2006 (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                                                                                  14

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                                                                                        15

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

          Signatures                                                                                               15
</TABLE>



                                       2
<PAGE>

                                     PART I


ITEM 1.  FINANCIAL STATEMENTS


         Financial Information

















                                       3
<PAGE>

                                     ASSETS

Current assets

    Cash                                                           $      --
                                                                   -----------
      Total current assets                                                --
                                                                   ===========

Total assets                                                       $      --
                                                                   ===========

                      LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities
    Accounts payable and accrued liabilities                       $ 1,455,643
    Convertible debentures - related parties - current portion         400,000
    Convertible debentures - current portion                           931,677
    Due to shareholders                                                 92,346
    Notes payable to stockholders                                      143,010
                                                                   -----------
      Total current liabilities                                      3,022,676

Long-term liabilities
    Convertible debentures - long-term portion                            --
                                                                   -----------

Total liabilities                                                    3,022,676

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                                             (3,608,892)
                                                                   -----------
      Total stockholder's deficit                                   (3,022,676)
                                                                   -----------
Total liabilities and stockholder's deficit                        $      --
                                                                   ===========


            See Accompanying Notes to Condensed Financial Statements


                                       4

<PAGE>


                              LITE KING CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                               For the three months             For the nine months
                                                   ended March 31,                 ended March 31,
                                            ----------------------------    ----------------------------
                                                2006            2005            2006           2005
                                            ------------    ------------    ------------    ------------
<S>                                         <C>             <C>             <C>             <C>
Revenues                                    $       --      $       --      $       --      $       --

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

   Gross profit (loss)                              --              --              --              --

Operating expenses
   General and administrative                     28,596            --            34,596            --
                                            ------------    ------------    ------------    ------------
     Total operating expenses                     28,596            --            34,596            --
                                            ------------    ------------    ------------    ------------

   Loss from operations                          (28,596)           --           (34,596)           --

Other expense
   Interest expense                              (25,758)        (25,758)        (77,633)        (78,151)
                                            ------------    ------------    ------------    ------------
     Total other expense                         (25,758)        (25,758)        (77,633)        (78,151)

Net loss                                    $    (54,354)   $    (25,758)   $   (112,229)   $    (78,151)
                                            ============    ============    ============    ============

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

Basic and diluted weighted average common
   shares outstanding                         49,999,940      49,999,940      49,999,940      49,999,940
                                            ============    ============    ============    ============
</TABLE>





            See Accompanying Notes to Condensed Financial Statements

                                       5

<PAGE>


                       LITE KING CORPORATION
                 CONDENSED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)



<TABLE>
<CAPTION>
                                                                  For the nine months
                                                                     ended March 31,
                                                                 ----------------------
                                                                   2006         2005
                                                                 ---------    ---------
<S>                                                              <C>          <C>
Cash flows from operating activities:
    Net loss                                                     $(112,229)   $ (78,151)

    Adjustments to reconcile net loss to net cash used
     by operating activities:
      Accretion of discount on convertible debentures                 --           --
    Changes in operating assets and liabilities:
      Other assets                                                    --           --
      Accounts payable and accrued liabilities                      19,883       78,151
      Due to shareholders                                           92,346         --
                                                                 ---------    ---------
         Net cash used by operating activities of continuing
         operations                                                   --           --
                                                                 ---------    ---------

Net change in cash                                                    --           --

Cash, beginning of period                                             --            496
                                                                 ---------    ---------

Cash, end of period                                              $    --      $     496
                                                                 =========    =========
</TABLE>



            See Accompanying Notes to Condensed 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" or "LK") 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 -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. NCSI's principal business activity was 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 was 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 $112,000
     for the nine months ended March 31, 2006. The Company's current liabilities
     exceed its current assets by approximately $3,023,000 as of March 31, 2006.
     The Company ceased operations in October 2002 and is considered to be a
     public shell.

     Management's plan is to locate an operating company to acquire.

     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.

     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 March 31, 2006 and 2005.

     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 March 31, 2006, 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 demand. 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 is 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 initially accounted for this transaction as a long-term
     liability, now current, 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.

                                       8
<PAGE>

     On February 22, 2002, the Company issued a Secured Convertible Debenture
     (the "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. This Debenture is 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.   DUE TO SHAREHOLDERS

     During the period ended March 31, 2006 Cornell, a significant shareholder,
     has provided funds to pay professional fees in the amount of $92,346. The
     funds are "unsecured, non-interest bearing and due on demand."

5.   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 Sale
     and Purchase 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 Sale and Purchase 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 March 31, 2006, the
     secured borrowing totaling $13,250 was recorded as part of accounts payable
     and accrued liabilities totaling approximately $1,456,000.

     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 March 31, 2006, the outstanding payroll tax
     payable balance was $115,736.

6.   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 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.

                                       9
<PAGE>


     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.

          This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "forecasts," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "see," "target," "projects,"
"position," or "continue" or the negative of such terms and other comparable
terminology. These statements reflect our current expectations, estimates, and
projections. These statements are not guarantees of future performance and
involve risks, uncertainties, and assumptions that are difficult to predict.
Actual events or results may differ materially from what is expressed or
forecasted in these forward-looking statements. We disclaim any intention or
obligation to update any forward-looking statement.

          On March 9, 2001, Lite King Corporation (the "Company" or "LK")
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 unexpired 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.

                                       10
<PAGE>

Results of Operations For the Three Months Ended March 31, 2006, As Compared To
The Three Months Ended March 31, 2005.

          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 March 31, 2006, we had
total operating expenses of approximately $29,000 as compared to $0 for the
three months ended March 31, 2005, an increase of approximately $29,000 or 100%.

          Interest Expense. For the three months ended March 31, 2006 and
2005, we had interest expense of approximately $26,000 in each period.

          Net Loss. For the three months ended March 31, 2006 and 2005, we had
a net loss of approximately $54,000 and $26,000, an increase of approximately
$28,000 or 108%.

Results of Operations For the Nine Months Ended March 31, 2006, As Compared To
The Nine Months Ended March 31, 2005.

          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 nine months ended March 31, 2006, we had
total operating expenses of approximately $35,000 as compared to total operating
expenses of $0 for the nine months ended March 31, 2005, an increase of
approximately $35,000 or 100%.

          Interest Expense. For the nine months ended March 31, 2006 and 2005,
we had interest expense of approximately $78,000 in each period.

          Net Loss. For the nine months ended March 31, 2006, we had a net
loss of approximately $112,000 as compared to a net loss of approximately
$78,000 for the nine months ended March 31, 2005, an increase of approximately
$34,000 or 43.6%.


LIQUIDITY AND CAPITAL RESOURCES

          The Company incurred a net loss of approximately $54,000 for the
three months ended March 31, 2006 and approximately $112,000 for the nine months
ended March 31, 2006. The Company's current liabilities exceeded our current
assets by approximately $3,023,000 as of March 31, 2006.

Related Party Transactions

          Note payable to stockholders - As of March 31, 2006, 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 is Mr. Personett's
sister. Mr. Murphy was a debenture holder. The debentures mature in two years,
which are 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.

                                       11
<PAGE>

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 Partners, 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 due 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 initially accounted for this transaction as a long-term
liability, now current, 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 (the "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. This debenture is
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.
They are in default now.

          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.

Due to Shareholders

          During the period ended March 31, 2006 Cornell, a significant
shareholder, has provided funds to pay professional fees in the amount of
$92,346. The funds are "unsecured, non-interest bearing and due on demand".

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 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 Credit Agreement is available to the Company at this time.
The Company is considered to be a public shell.

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<PAGE>

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. 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. For the quarter ended March 31, 2006 and
the nine months ended March 31, 2006 we had a net loss of approximately $54,000
and $112,000 respectively. As of March 31, 2006, the Company had an accumulated
deficit of approximately $3,609,000.

          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 Credit Agreement 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 March 31, 2006 Were Not Sufficient To Satisfy Our Current
Liabilities

          We had a working capital deficit of approximately $3,023,000 as of
March 31, 2006, which means that our current liabilities as of that date
exceeded our current assets by approximately $3,023,000. 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 March 31, 2006 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 and we are in
default.

          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 as we are in default.

          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;

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<PAGE>

          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

          Evaluation Of Disclosure Controls And Procedures

          As of the end of the period covered by this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's Principal Executive Officer/Principal Financial Officer of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Principal Executive Officer/Principal
Financial Officer has concluded that the Company's disclosure controls and
procedures are, in fact, effective at this reasonable assurance level as of the
period covered. In addition, the Company reviewed its internal controls, and
there have been no significant changes in its internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their last evaluation or from the end of the reporting period to the date of
this Form 10-QSB.

          Changes In Internal Controls Over Financial Reporting

          In connection with the evaluation of the Company's internal controls
during the Company's fourth fiscal quarter ended March 31, 2006, the Company's
Principal Executive Officer/Principal Financial Officer has determined that
there are no changes to the Company's internal controls over financial reporting
that has materially affected, or is reasonably likely to materially effect, the
Company's internal controls over financial reporting.

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.

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<PAGE>

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:     May 12, 2006             LITE KING CORPORATION

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



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