**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        DC 20549**
  **FORM
        10-QSB**
 
 þ Quarterly
        Report Pursuant to Section 13 or 15(d) of Securities Exchange Act of
        1934
  For
        the
        quarterly period ended **March
        31, 2007**
  o 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 Incorporation or Organization)
              (I.R.S.
                  Employer Identification No.)**101
                  Hudson St., Jersey City, N.J.**
              **07302**(Address
                  of Principal Executive Offices)
              (Zip
                  Code)
  (201)
                  985-8300(Issuer’s
                  Telephone Number, Including Area Code)
                **FORMER
                    ADDRESS& TELEPHONE
                    NUMBER**
  **1940
                  Harrison St., Suite 305, Hollywood, FL.**
              **33020**(Address
                  of Former Principal Executive Offices)
              (Zip
                  Code)
  (954)
                  983-2213(Former
                  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
o
  Indicate
        by check mark whether the Registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act): Yes x No
o
  There
        were 49,999,940 shares of common stock outstanding as of May 1, 2007.
  
  **TABLE
        OF CONTENTS**
 
 **PART I.**Item 1.
              Financial
                  StatementsCondensed
                  Balance Sheet - March 31, 2007 (unaudited)
              3Condensed
                  Statements of Operations - For the Three Months Ended March 31,
                  2006 and
                  2007 (unaudited)
              4Condensed
                  Statements of Operations - For the Nine Months Ended March 31,
                  2006 and
                  2007 (unaudited)
              4Condensed
                  Statements of Cash Flows - For the Nine Months Ended March 31,
                  2006 and
                  2007 (unaudited)
              5Notes
                  to Condensed Financial Statements (unaudited)
              6Item
                  2.
              Management’s
                  Plan of Operations and Discussion and Analysis
              9Item
                  3.
              Controls
                  and Procedures
              13**PART II.**
              **OTHER
                  INFORMATION**Item
                  1.
              Legal
                  Proceedings
              14Item
                  2.
              Changes
                  in Securities and Use of Proceeds
              14Item
                  3.
              Defaults
                  upon Senior Securities
              14Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              14Item
                  5.
              Other
                  Information
              14Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              14Signatures
              15
 
 2
  **PART
        I**
 **ITEM
          1.**  **FINANCIAL
          STATEMENTS**
  **Financial
        Information**
 
 LITE
          KING
          CORPORATION
 CONDENSED
          BALANCE SHEET
 MARCH
          31,
          2007
 (UNAUDITED)
  ASSETSCurrent
                    assetsCash
                
                $
                —Total
                    current assets
                
                
                —Total
                    assets
                
                $
                —LIABILITIES
                    AND STOCKHOLDERS' DEFICITCurrent
                    liabilitiesAccounts
                    payable and accrued liabilities
                
                $
                1,563,226Convertible
                    debentures - related parties - current portion
                
                
                400,000Convertible
                    debentures - current portion
                
                
                931,677Due
                    to shareholder
                
                
                126,511Note
                    payable to stockholders
                
                
                143,010Total
                    current liabilities
                
                
                3,164,424Long-term
                    liabilitiesConvertible
                    debentures - long-term portion
                
                
                —Total
                    liabilities
                
                
                3,164,424Stockholders'
                    deficitCommon
                    stock; $0.001 par value; 50,000,000 sharesauthorized
                    49,999,940 shares issued and outstanding
                
                
                50,000Additional
                    paid-in capital
                
                
                585,166Treasury
                    stock
                
                
                (48,950
                )Accumulated
                    deficit
                
                
                (3,750,640
                )Total
                    stockholders' deficit
                
                
                (3,164,424
                )Total
                    liabilities and stockholders' deficit
                
                $
                —
 
 See
        Accompanying Notes to Condensed Financial Statements
  3
 
 LITE
          KING
          CORPORATION
 CONDENSED
          STATEMENTS OF OPERATIONS
 (UNAUDITED)
  For
                    the three months ended March 31,
                
                For
                    the nine months ended March 31,2007
                
                2006
                
                2007
                
                2006Revenues
                
                $
                —
                
                $
                —
                
                $
                —
                
                $
                —Cost
                    of revenues
                
                
                —
                
                
                —
                
                
                —
                
                
                —Gross
                    profit (loss)
                
                
                —
                
                
                —
                
                
                —
                
                
                —Operating
                    expensesGeneral
                    and administrative
                
                
                9,777
                
                
                28,596
                
                
                21,644
                
                
                34,596Total
                    operating expenses
                
                
                9,777
                
                
                28,596
                
                
                21,644
                
                
                34,596Loss
                    from operations
                
                
                (9,777
                )
                
                (28,596
                )
                
                (21,644
                )
                
                (34,596
                )Other
                    expenseInterest
                    expense
                
                
                (25,758
                )
                
                (25,758
                )
                
                (77,276
                )
                
                (77,633
                )Total
                    other expense
                
                
                (25,758
                )
                
                (25,758
                )
                
                (77,276
                )
                
                (77,633
                )Net
                    loss
                
                $
                (35,535
                )
                $
                (54,354
                )
                $
                (98,920
                )
                $
                (112,229
                )Basic
                    and diluted loss per common share
                
                $
                (0.00
                )
                $
                (0.00
                )
                $
                (0.00
                )
                $
                (0.00
                )Basic
                    and diluted weighted average commonshares
                    outstanding
                
                
                49,999,940
                
                
                49,999,940
                
                
                49,999,940
                
                
                49,999,940
 
 See
        Accompanying Notes to Condensed Financial Statements
 
 4
 LITE
          KING
          CORPORATION
 CONDENSED
          STATEMENTS OF CASH FLOWS
 (UNAUDITED)
  For
                    the nine months ended March 31,2007
                
                2006Cash
                    flows from operating activities:Net
                    loss
                
                $
                (98,919
                )
                $
                (112,229
                )Adjustments
                    to reconcile net income loss to net cashused
                    by operating activities:Accretion
                    of discount on convertible debentures
                
                
                —
                
                
                —Changes
                    in operating assets and liabilities:Other
                    assets
                
                
                —
                
                
                —Accounts
                    payable and accrued liabilities
                
                
                70,375
                
                
                19,883Due
                    to shareholders
                
                
                28,544
                
                
                92,346Net
                    cash used by operating activities of continuingoperations
                
                
                —
                
                
                —Net
                    change in cash
                
                
                —
                
                
                —Cash,
                    beginning of period
                
                
                —
                
                
                —Cash,
                    end of period
                
                $
                —
                
                $
                —
 
 See
        Accompanying Notes to Condensed Financial Statements
  5
 
 **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 its operations beginning October 1, 2002. The Company
        is
        considered to be a public shell.
 
 History - The
        Company was incorporated in New York on January 4, 1990 and was formerly
        engaged
        in the manufacture and assembly of wiring devices. During 2000, the Company
        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,
        the
        Company issued 5,149,029 restricted shares of common stock of the Company
        to the
        shareholders of NCSI. The Company 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 generally accepted accounting principles in the United
        States (“GAAP”), as a result of the recapitalization. Accordingly, a
        recapitalization occurred, and no goodwill was recorded and the operating
        results of the Company 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 $99,000 for the nine months
        ended
        March 31, 2007. The Company’s current liabilities exceed its current assets by
        approximately $3,164,000 as of March 31, 2007. The Company ceased operations
        in
        October 2002 and is considered to be a public shell.
  Management’s
        plan is to merge with an operating company.
  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 GAAP 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).
 
 6
 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 Statement of Financial Accounting Standards No. 123 (revised
        2004), “Accounting for Stock-Based Compensation”, which focuses primarily on
        accounting for transactions in which an entity obtains employee services
        in
        share-based payment transactions. It 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,
        2007 and 2006, respectively.
  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
 
 Due
        to
        stockholder - During
        the nine months ended March 31, 2007, Cornell Capital Partners, LP (“Cornell
        Capital Partners”), a significant shareholder, has provided funds to pay
        professional fees in the amount of approximately $29,000. The funds are
        unsecured, non-interest bearing and due on demand.
 
 Note
        payable to stockholders - As of
        March 31, 2007, the Company had a note payable totaling $143,010 due to two
        stockholders, Mr. Wally Pennington and Mr. Robert Personett, the former officers
        and directors of the Company, which is secured by the Company’s assets, bearing
        interest at 6% per annum, with principal and interest due on demand. This
        note
        payable is currently in default.
  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, Mr. Ken Dixon 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. Dixon and Mr. Murphy were debenture holders. The
        debentures matured in 2003 but continue to bear interest at twelve percent
        annually, payable annually. The holder of a debenture has 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 on an
        over-the-counter market or on a listed exchange and the average bid price
        of the
        common stock of the issuer has maintained a price of $2.00 per share or higher
        for five (5) consecutive trading days. The debentures are currently in default.
 
 7
  3.
              CONVERTIBLE
                  DEBENTURES
  On
        February 7, 2002, pursuant to an Equity Line of Credit Agreement (the “Credit
        Agreement”) (See Note 5), the Company issued a convertible debenture in the
        amount of $843,823 to Cornell Capital Partners, LP (“Cornell Capital Partners”).
        This convertible debenture matured 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 Capital Partners 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 Credit Agreement was cancelled in October
        of 2002 and accordingly all remaining loan fees were fully amortized. This
        debenture is currently in default.
  On
        February 22, 2002, the Company issued a secured convertible debenture to
        Cornell
        Capital Partners in the principal amount of $250,000. This debenture matured
        in
        2004 but continues to bear 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 Capital Partners 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. The debenture is currently in default.
  From
        August 2002 through November 2002, Cornell Capital Partners converted $162,146
        of the $250,000 principal amount of the debenture and received 41,985,345
        shares
        of the Company’s common stock, giving Cornell Capital Partners majority
        ownership in the Company.
  4.
              COMMITMENTS
                  AND CONTINGENCIES
 
 Secured
        borrowing  - During
        the year ended June 30, 2002, the Company entered in a Sale and Purchase
        Agreement (the “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 remain 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. An 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, 2007, the secured borrowing totaling $13,250 was recorded as
        part
        of accounts payable and accrued liabilities totaling approximately
        $1,563,000.
 
 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 agreement, 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,
        2007,
        the outstanding payroll tax payable balance was $115,736.
 
 5.
              EQUITY
                  LINE OF CREDIT AGREEMENT
  On
        February 7, 2002, the Company entered into the Credit Agreement (defined
        above)
        with Cornel Capital Partners. Pursuant to the Credit Agreement, the Company
        might, 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
        Credit Agreement, Cornell Capital Partners would 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 was required to file a registration statement
        on
        Form SB-2 with the Securities and Exchange Commission for the registration
        of
        common stock for issuance related to the Credit Agreement. The Company was
        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 was subject to an aggregate maximum advance amount of $500,000
        in
        any thirty-day period thereafter. The term of the Credit Agreement was
        thirty-six months beginning on the date the SEC declares that the registration
        statement effective and subject to termination at the sole discretion of
        the
        Company and subject to certain events. The Credit Agreement is no longer
        in
        effect and the Company cannot access any funds thereafter.
  8
  Under
        the
        Credit Agreement, the Company was required to issue 360,920 shares of the
        Company’s common stock to Cornell Capital Partners, 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 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, a New York Corporation (the “Company” or “LK”)
        entered into an Agreement and Plan of Merger (the “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 merger and business reorganization pursuant to Section
        368 of
        the Internal Revenue Code of 1986, as amended, was completed on March 16,
        2001.
        The 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 Merger Agreement
        required the Company to hold a shareholder meeting as soon as practicable
        to
        ratify the new Board of Directors' appointments. Lite King functioned as
        the
        parent company for National Cabling.
 
 The
        Company under its wholly owned subsidiary, National Cabling, continued
        operations until October 2002. 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 commercial stock of the Company pursuant to the terms of the Merger
        Agreement. Prior to the merger, there was no material relationship between
        the
        Company and National Cabling. 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 $30,861 note payable and capital
        lease
        obligations. The Company currently is a dormant company with no operations
        and
        activities isolated to legal and other fees related to the maintenance of
        corporate status. The Equity Line of Credit Agreement (the “Equity Line”) with
        Cornell Capital Partners, LP (“Cornell Capital Partners”) is no longer available
        to the Company at this time. The Company is considered to be a public
        shell.
  9
  On
        November 14, 2006, the Board of Directors of the Company appointed Mr. John
        T.
        Ruddy as the President, Chief Executive Officer, Chief Financial Officer
        and
        Sole Director of the Company. Mr. Ruddy has served on the Board of Directors
        of
        Lite King since 2004. Mr. Ruddy was also a Director of another public company,
        Bio-One Corp., from July 2005 until December 2005. Mr. Ruddy has been a Managing
        Director for Highgate House, LLC since January, 2006. He has contributed
        to the
        funding of numerous companies by investing in private placement transactions.
        Mr. Ruddy is also a Captain at the Jersey City Fire Department, where he
        became
        the youngest Captain of the Fire Department and has served since 1995. Mr.
        Ruddy
        earned a B.A. from Rutgers University in 1994.
 
 Following
        the appointment of Mr. Ruddy to the Company’s Board of Directors, Mr. Roy
        Rodriguez resigned from the Board effective November 14, 2006.
 
 **Financial
        Performance**
 
 The
        Company had a history of losses and ceased operations in October,
        2002.
 
 **Results
        of Operations For the Three Months Ended March 31, 2007, As Compared To The
        Three Months Ended March 31, 2006.**
 
 **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, 2007 and 2006, we had operating expenses of
        approximately $10,000  and
        $29,000 respectively, a decrease of $19,000 or 66%. The difference is due
        to a
        decrease in professional fees.
  **Interest
        Expense** ***.*** For
        the
        three months ended March 31, 2007 and 2006, we had interest expense of
        approximately $26,000 in each period.
 
 **Net
        Loss.** ****** For
        the
        three months ended March 31, 2007, we had a net loss of approximately
        $36,000  as
        compared to a net loss of approximately $54,000 for the three months ended
        March
        31, 2006, a decrease of $18,000 or 33%.
 
 **Results
        of Operations For the Nine Months Ended March 31, 2007, As Compared To The
        Nine
        Months Ended March 31, 2006.**
 
 **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, 2007 and 2006, we had total operating expenses
        of
        $22,000 and $35,000 respectively, a decrease of $13,000 or 37%. The difference
        is due to a decrease in professional fees.
  **Interest
        Expense** ***.*** For
        the
        nine months ended March 31, 2007 and 2006, we had interest expense of
        approximately $78,000 in each period.
  **Net
        Loss** ***.*** For
        the
        nine months ended March 31, 2007 and 2006, we had a net loss of approximately
        $99,000 and $112,000 respectively, a decrease of $13,000 or 12%.
  **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 The
        Company incurred a net loss of approximately $99,000 for the nine months
        ended
        March 31, 2007. The Company has no cash on hand as of March 31, 2007. The
        Company’s current liabilities exceeded our current assets by approximately
        $3,164,000 as of March 31, 2007.
  10
 
 **Related
        Party Transactions**
 
 **Due
        to stockholder** -
        As of
        March 31, 2007, Cornell Capital Partners has advanced approximately $127,000
        to
        the Company, an increase of approximately $7,000 from December 31,
        2006.
 
 **Note
        payable to stockholders** - As of
        March 31, 2007, the Company has a note payable totaling $143,010 due to two
        stockholders, Mr. Wally Pennington and Mr. Robert Personett, the former officers
        and directors of the Company, which is secured by the Company’s assets, bearing
        interest at 6% per annum, with principal and interest due on demand. This
        note
        payable is currently in default.
 
 ****  **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, Mr. Ken Dixon 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. Dixon and Mr. Murphy were debenture holders. The
        debentures matured in 2003 but continue to bear interest at twelve percent
        annually, payable annually. The holder of a debenture has 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 on an
        over-the-counter market or on a listed exchange and the average bid price
        of the
        common stock of the issuer has maintained a price of $2.00 per share or higher
        for five (5) consecutive trading days. The debentures are currently in default.
        As at March 31, 2007 accrued interest on this debenture amounted to
        approximately $241,000.
  **Convertible
        Debentures**
  On
        February 7, 2002, pursuant to the Equity Line, the Company issued a convertible
        debenture in the amount of $843,823 to Cornell Capital Partners. This
        convertible debenture matured 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 Equity Line. However, as discussed in
        Note
        5, the Equity Line was cancelled in October of 2002 and accordingly all
        remaining loan fees were fully amortized. This debenture is currently in
        default.
  On
        February 22, 2002, the Company issued a secured convertible debenture to
        Cornell
        Capital Partners in the principal amount of $250,000. This debenture matured
        in
        2004 but continues to bear 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 Capital Partners 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. The debenture is currently in default.
  From
        August 2002 through November 2002, Cornell Capital Partners converted $162,146
        of the $250,000 principal amount of the debenture and received 41,985,345
        shares
        of the Company’s common stock, giving Cornell Capital Partners majority
        ownership in the Company.
  **Equity
        Line of Credit Agreement**
  On
        February 7, 2002, the Company entered into the Credit Agreement (defined
        above)
        with Cornell Capital Partners. Pursuant to the Credit Agreement, the Company
        might, 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
        Credit Line, Cornell Capital Partners would 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 was required to file a registration statement on
        Form
        SB-2 with the Securities and Exchange Commission for the registration of
        common
        stock for issuance related to the Credit Agreement. The Company was 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
        was subject to an aggregate maximum advance amount of $500,000 in any thirty-day
        period thereafter. The term of the Credit Agreement was thirty-six months
        beginning on the date the SEC declares that the registration statement effective
        and subject to termination at the sole discretion of the Company and subject
        to
        certain events. The Credit Line is no longer in effect and the Company cannot
        access any funds thereafter.
 
 11
  Under
        the
        Credit Agreement, the Company was required to issue 360,920 shares of the
        Company’s common stock to Cornell Capital Partners, 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 of 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 of
        the
        Company and paid the remaining principal balances on the note payable and
        capital lease obligations. The Company currently is a dormant company with
        no
        operations and activities isolated to legal and other fees related to the
        maintenance of corporate status. The Equity Line with Cornell Capital Partners
        is no longer 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***
  For
        the
        quarter ended March 31, 2007 we had a net loss of approximately $36,000.  For
        the
        nine months ended March 31, 2007 and 2006, we had a net loss of approximately
        $99,000 and $112,000 respectively. As of March 31, 2007, the Company had
        an
        accumulated deficit of approximately $3,751,000.
  ***We
        may never resume operations or acquire an operating
        company.***
  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 related $31,861 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. We may never be successful or acquire an operating company.
        The Company is considered to be a public shell. You may lose your entire
        investment in the Company.
  ***We
        Are Subject To A Working Capital Deficit, Which Means That Our Current Assets
        on
        March 31, 2007 Were Not Sufficient To Satisfy Our Current
        Liabilities***
  We
        had a
        working capital deficit of approximately $3,164,000  as
        of
        March 31, 2007, which means that our current liabilities as of that date
        exceeded our current assets by approximately $3,164,000. 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, 2007 were not sufficient
        to
        satisfy all of our current liabilities on that date.
  12
  ***Our
        Obligations Under The Secured Convertible Debentures Issued to Cornell Capital
        Partners Are Secured By All Of Our Assets and are in
        default..***
  Our
        obligations under the secured convertible debentures in the principal amount
        of
        $250,000 issued to Cornell Capital Partners on February 22, 2002 are secured
        by
        all of our assets. These debentures have a term of 2 years. 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. As
        we are
        currently in default, Cornell Capital Partners could foreclose on the assets
        whenever they want.
  ***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:
  ·  With
        a
        price of less than $5.00 per share;
  ·  That
        are
        not traded on a “recognized” national exchange;
  ·  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
  ·  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 fiscal quarter ended March 31, 2007, 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.
  13
  **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 Officer31.2
              
              Certification
                  of Chief Financial Officer32.1
              
              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
  14
  **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.
 **LITE
                    KING
                    CORPORATION**Date:
                  May 9, 2007
              By:
              /s/
                John
                T. RuddyJohn
                  T. RuddyPresident,
                  Chief Executive Officer,and
                  Chief Financial Officer
  15