UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2002

[ ]      Transition Report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934


             For the transition period from __________ to __________

                           Commission File No. 0-25105

                                 LITE KING CORP.
                                 ---------------
             (Exact name of registrant as specified in its charter)

       New York                                      11-2996988
       --------                                    ---------------

(State of other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

175 West Courtland Avenue, Morton, IL                  61550
----------------------------------------              --------
(Address of principal executive offices)             (Zip Code)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING            (309) 266-5771
                 AREA CODE:
--------------------------------------------------------------------------------

  (1)     Registrant has filed all reports required to be filed by Section 13 or
          15(d) of the  Securities  Exchange Act of 1934 during the preceding 12
          months (or for such shorter period that the registrant was required to
          file such reports), and

  (2)     has been subject to such filing requirements for the past 90 days.

                    [X] Yes                            [ ] No

          As of May 15, 2002,  there were  8,014,595  shares  outstanding of the
          issuer's common stock.

<PAGE>
                                     PART I



                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                       2
<PAGE>


                              LITE KING CORPORATION

                               FINANCIAL STATEMENTS

                                 MARCH 31, 2002



                                       3

<PAGE>














                                    I N D E X
                                    ---------








                                                                            PAGE
                                                                            ----


CONSOLIDATED BALANCE SHEET
                                                                            5-6


CONSOLIDATED STATEMENTS OF OPERATIONS                                       7-8


CONSOLIDATED STATEMENTS OF CASH FLOWS                                      9-10


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                11-14


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT                             15-21



                                      4

<PAGE>



                              LITE KING CORPORATION
                              ---------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                   (UNAUDITED)
                                   -----------


                                   A S S E T S
                                   -----------


                                                                   MARCH 31,
                                                                     2002
                                                                   ---------


CURRENT ASSETS
--------------
   Cash and cash equivalents                                       $ 22,252
   Trade accounts receivable, less
    allowance for doubtful accounts
    of $12,973                                                      268,424
   Inventories                                                       98,067
                                                                   ---------
     Total Current Assets                                           388,743
                                                                   ---------
PROPERTY AND EQUIPMENT
----------------------
   Leasehold improvements                                            25,152
   Office furniture and fixtures                                     30,870
   Vehicles                                                         257,446
   Warehouse equipment                                                2,893
   Computers                                                        203,758
   Equipment under capital lease                                     82,237
                                                                   ---------
      Total, at cost                                                602,356

      Less accumulated depreciation                                (413,938)
                                                                   ---------
      Net property and equipment                                    188,418
                                                                   ---------

OTHER ASSETS
------------
   Deposit                                                              681
                                                                   ---------
     Total Other Assets                                                 681
                                                                   ---------

TOTAL ASSETS                                                       $577,842
------------                                                       =========














See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                       5

<PAGE>

                              LITE KING CORPORATION
                              ---------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                   (UNAUDITED)
                                   -----------

  L I A B I L I T I E S    A N D    S T O C K H O L D E R S '    D E F I C I T

                                                                 MARCH 31,
                                                                   2002
                                                                 ---------


CURRENT LIABILITIES
-------------------
   Accounts payable                                           $   538,921
   Secured Borrowing                                               58,866
   Notes payable to bank                                          149,844
   Current maturities of long-term debt                            37,286
   Current maturities of obligations under
    capital lease                                                  26,208
   Sales tax payable                                                2,757
   Accrued payroll                                                 13,358
   Payroll tax payable                                            134,480
   Accrued vacation                                                27,614
                                                              ------------

     Total current liabilities                                    989,334
                                                              ------------
LONG TERM LIABILITIES
---------------------
   Long-term debt, less current maturities                            -0-
   Obligations under capital lease, less
    current maturities                                              6,915
   Convertible debentures, net of unamortized
    Discount of $25,000                                         1,468,823
                                                              ------------

     Total long-term liabilities                                1,475,738
                                                              ------------

     Total liabilities                                          2,465,072
                                                              ------------

STOCKHOLDERS' DEFICIT
---------------------

   Common stock, $.001 par value;
    50,000,000 shares authorized;
    8,014,595 issued and outstanding                                8,015
   Capital returned                                               (48,950)
   Additional paid in capital                                     229,435
   Accumulated (deficit)                                       (2,075,730)
                                                              ------------

     Total stockholders' deficit                               (1,887,230)
                                                              ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $   577,842
                                                              ============




See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                       6

<PAGE>

                              LITE KING CORPORATION
                              ---------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (UNAUDITED)
                                   -----------

                                                    FOR THE NINE MONTHS ENDED
                                                            MARCH 31,
                                                    -------------------------
                                                      2002            2001
                                                   ----------      ------------


NET SALES                                          $1,263,771      $ 2,083,048
---------

COST OF SALES                                       1,084,933        1,913,225
-------------                                     ------------     ------------

      Gross profit                                    178,838          169,823
                                                  ------------     ------------

SELLING, GENERAL AND ADMINISTRATIVE
-----------------------------------
   Administrative salaries                            283,535          377,421
   Office rent expenses                                46,783          45,295
   Professional fees                                  231,111          92,319
   Utilities and telephone                             92,881          75,521
   Depreciation expense                                21,533          34,394
   Other selling, general and administrative          113,796          70,547
   Office supplies                                     31,992          37,564
   Bad debt expense                                       -0-           1,130
                                                  ------------     ------------

      Total                                           821,631         734,191
                                                  ------------     ------------


     Income (Loss) from operations                   (642,793)      (564,368)
     Interest expense                                  95,299        112,483
                                                  ------------     ------------

NET INCOME (LOSS)                                  $ (738,092)    $ (676,851)
                                                  ============    ============
   Basic and diluted earnings (loss )
    per share                                      $     (.10)    $     (.15)
                                                  ============    ============

   Weighted average number of common
    shares outstanding - basic                      7,657,309      4,585,597
                                                  ============    ============

   Weighted average number of common
    shares outstanding - diluted                    7,707,309      4,585,597
                                                  ============    ============









See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                       7

<PAGE>



                              LITE KING CORPORATION
                              ---------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (UNAUDITED)
                                   -----------


                                                     FOR THE THREE MONTHS ENDED
                                                            MARCH 31,
                                                    ----------------------------
                                                        2002             2001
                                                    ----------       -----------

NET SALES                                          $   317,671      $   301,240
---------                                          -----------      -----------
COST OF SALES                                          283,622          470,657
-------------                                      -----------      -----------

Gross profit                                            34,049         (169,417)
                                                   -----------      -----------

SELLING, GENERAL AND ADMINISTRATIVE
-----------------------------------
   Administrative salaries                              90,787          103,372
   Office rent expenses                                 20,150           14,838
   Professional fees                                   121,406           81,274
   Utilities and telephone                              35,429           31,542
   Depreciation expense                                  7,542            8,314
   Other selling, general and administrative            37,470           28,875
   Office supplies                                       6,222           11,778
                                                   -----------      -----------

     Total                                             319,006          279,993
                                                   -----------      -----------

     Income (Loss) from operations                   (284,957)         (449,410)
     Interest expense                                  28,344            24,498
                                                   -----------      -----------

   NET INCOME (LOSS)                               $ (313,301)      $  (473,908)
   -----------------                              ============     ============
Basic and diluted earnings (loss)
     per share                                     $     (.04)      $      (.09)
                                                  ============     ============
   Weighted average number of common
     shares outstanding - basic                      7,777,578        5,156,791
                                                  ============     ============
   Weighted average number of common
     shares outstanding - diluted                    7,827,578        5,156,791
                                                  ============     ============



See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                       8
<PAGE>






                              LITE KING CORPORATION
                              ---------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (UNAUDITED)
                                   -----------


                                                     FOR THE NINE MONTHS ENDED
                                                              MARCH 31,
                                                    ---------------------------
                                                       2002            2001
                                                    ----------      -----------


CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
 Net income (loss)                                  $(738,092)      $(676,851)

 Adjustments  to reconcile  net income
   (loss) to net cash provided by operating
   activities:
      Depreciation                                     65,789          93,916
      Gain on sale of equipment                          (700)           (543)
 Effects of changes in operating
   assets and liabilities:
     Restricted Cash                                   10,000             -0-
     Deposits                                             -0-         (14,816)
     Prepaid expenses                                     -0-          12,045
     Trade accounts receivable                        (48,704)        303,992
     Accounts receivable from employees                    59           1,550
     Account receivable from stockholders                 -0-             241
     Inventories                                      131,257         301,259
     Costs and estimated earnings in excess
      of billings                                         -0-         (42,867)
     Accounts payable                                 200,023         (46,445)
     Secured Borrowing                                 58,866             -0-
     Accrued sales tax                                (33,258)         (5,343)
     Accrued payroll                                  (13,430)        (20,292)
     Payroll tax payable                               30,532             -0-

    Accrued vacation                                    3,279          15,816
   Other accrued liabilities                          (20,790)           (385)
                                                    ----------      ----------
      Net cash provided by (used in)
       operating activities                          (355,169)        (78,723)
                                                    ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
   Proceeds from sale of equipment                        700           5,225
   Purchase of property and equipment                    (941)         (5,894)
                                                    ----------      ----------
      Net cash provided by (used in)
       investing activities                              (241)           (669)
                                                    ---------       ---------









See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                       9
<PAGE>




                              LITE KING CORPORATION
                              ---------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (CONTINUED)
                                   -----------
                                   (UNAUDITED)
                                   -----------


                                                      FOR THE NINE MONTHS ENDED
                                                              MARCH 31,
                                                        2002            2001
                                                     ----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
 Net borrowings (payments) under line-of
  credit                                             $    (156)      $   42,934
 Payments on obligations under capital
  lease                                                (13,628)         (22,772)
 Payments on long-term debt                            (36,939)         (55,776)
 Proceeds from (payments on)
  notes payable to stockholders                            -0-          (63,592)
 Proceeds from (payments on)
  Convertible Debentures                               275,000              -0-
Issuance of common stock                                   -0-          714,087
                                                     ---------       ----------
  Net cash provided by (used in)
    financing activities                               224,277          614,881
                                                     ---------       ----------

NET INCREASE (DECREASE) IN CASH AND CASH
----------------------------------------
   EQUIVALENTS                                        (131,133)         535,489
   -----------

CASH AND CASH EQUIVALENTS, BEGINNING
------------------------------------
   OF PERIOD                                           153,385           44,078
   ---------                                         ---------       ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD             $  22,252       $  579,567
----------------------------------------             =========       ==========




See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                       10
<PAGE>

                              LITE KING CORPORATION
                              ---------------------
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------

Lite King  Corporation  (LK) was incorporated in New York on January 4, 1990 and
was formerly  engaged in the manufacture and assembly of wiring devices.  During
2000, LK discontinued its  manufacturing  and assembly business and sold off its
business  assets  to  position  itself  as  a  merger  candidate.  (See  Reverse
Acquisition).  LK currently functions as the parent company for National Cabling
Services, Inc.

National Cabling Services,  Inc. (NCSI) was incorporated on June 21, 1995 in the
state of Illinois.  The Company's  principal business activity is the design and
installation  of cabling for computer  networks.  On June 30, 2001,  the Company
elected to change  its  fiscal  year from  December  31 to June 30.  Significant
accounting policies followed by the Company are presented below.

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS
--------------------------------------------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

CASH EQUIVALENTS
----------------

The Company considers all liquid  investments with a maturity of three months or
less when purchased to be cash equivalents.

CONSOLIDATION
-------------

During the period from  January 1, 2000  through  March 16,  2001 the  financial
statements include only the accounts of NCSI. After March 16, 2001 the Company's
accounts also include those of Lite King Corp.  (See Reverse  Acquisition).  All
significant intercompany transactions have been eliminated in consolidation.

RECLASSIFICATIONS
-----------------

Certain  items from prior  periods  within the  financial  statements  have been
reclassified to conform to current period classifications.



                                       11
<PAGE>



                              LITE KING CORPORATION
                              ---------------------
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------

INVENTORIES
-----------

Inventories  are stated at the lower of cost or market with cost determined on a
first-in,  first-out  (FIFO)  basis.  Inventories  consist  principally  of  raw
materials.


LEASEHOLD IMPROVEMENTS AND EQUIPMENT
------------------------------------

Leasehold  improvements  are  depreciated  on the  straight-line  or accelerated
methods over their estimated useful lives,  which range from five to thirty-nine
years.

Equipment consists of various warehouse equipment, vehicles, computer equipment,
and  office  furniture  and  equipment.  These  assets  are  depreciated  on the
straight-line or accelerated  methods over their estimated  useful lives,  which
range from three to seven years.


ADVERTISING
-----------

The Company expenses advertising costs as incurred.  Advertising expense for the
nine months ended March 31, 2002 and 2001 was $13,824 and $-0-, respectively.


INCOME TAXES
------------

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting  Standards ("SFAS") No. 109,  "Accounting for Income Taxes." SFAS 109
has as its basic  objective the  recognition of current and deferred  income tax
assets and  liabilities  based upon all events that have been  recognized in the
financial statements as measured by the provisions of the enacted tax laws.

Valuation  allowances  are  established  when  necessary to reduce  deferred tax
assets to the estimated amount to be realized. Income tax expense represents the
tax  payable  for the  current  period and the  change  during the period in the
deferred tax assets and liabilities.



                                       12
<PAGE>




                              LITE KING CORPORATION
                              ---------------------
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------


RECOGNITION OF REVENUES AND COST
--------------------------------

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

<PAGE>

to be the best available  measure of progress on these contracts.  Revenues from
cost-plus-fee contracts are recognized on the basis of costs incurred during the
period plus the fee earned, measured by the cost-to-cost method.

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

The  current  asset,  "Costs and  estimated  earnings  in excess of  billings on
uncompleted  contracts,"  represents  revenues  recognized  in excess of amounts
billed.  The  current  liability,  "Billings  in excess  of costs and  estimated
earnings on uncompleted  contracts,"  represents  billings in excess of revenues
recognized. As of March 31, 2002, there were no costs and estimated earnings
in excess of billing on uncompleted  contracts,  nor billings in excess of costs
and estimated earnings on uncompleted contracts.

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


EARNINGS PER SHARE
------------------

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards  No. 128,  "Earnings  per Share."  SFAS 128  replaced  the
previously  reported primary and fully diluted earnings per share with basic and
diluted earnings per share.  Unlike primary  earnings per share,  basic earnings
per share excludes any dilutive  effects of options,  warrants,  and convertible
securities.  The diluted  earnings per share  calculation is very similar to the
previous fully diluted earnings per share  calculation  method.  SFAS 128 became
effective December 31, 1997. The Company follows SFAS 128.


                                       13
<PAGE>



                              LITE KING CORPORATION
                              ---------------------
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------


REVERSE ACQUISITION
-------------------

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

The  merger  was  accounted  for as a  reverse  acquisition  since  NCSI  is the
continuing  accounting  entity under GAAP, as a result of the  recapitalization.
Accordingly,  a  recapitalization  occurred and no goodwill was recorded and the
operating results of LKC 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.


                                       14
<PAGE>



                              LITE KING CORPORATION
                              ---------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------


NOTE 1 - DEBT
-------------

NOTE PAYABLE TO BANK
--------------------

On March 1, 2002, the Company obtained a $149,844 short-term note payable. As of
March 31, 2002, the note balance was $149,844.  The note is payable on August 2,
2002  and  bears  interest  at a  fixed  rate  of 6%  per  annum.  The  note  is
collateralized  by  substantially  all of the  Company's  assets and  personally
guaranteed by two shareholders.

LONG-TERM DEBT
--------------

Long-term debt consists of the following:

                                                                MARCH 31, 2002
                                                                --------------

Commercial note payable to Marquette Bank,
requiring monthly installments of $1,111
including interest at 8.75 percent per year,
with final payment due in June 2002, secured
by substantially all of the Company's assets                   $    5,495

Commercial note payable to Marquette Bank,
requiring monthly installments of $4,055
including interest at 8.75 percent per year,
with final payment due in October 2002
secured by various vehicles.                                       31,791
                                                               ----------

   Total                                                           37,286


   Less current portion                                            37,286
                                                               ----------

LONG-TERM PORTION                                              $      -0-
-----------------                                              ==========

Future maturities of long-term debt are
as follows:

   2002                                                        $   37,286
                                                               ----------


   TOTAL                                                       $   37,286
                                                               ===========


                                       15
<PAGE>








                              LITE KING CORPORATION
                              ---------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------


NOTE 2 - CONVERTIBLE DEBENTURES
-------------------------------

During June and July 2001,  the Company  issued  Convertible  Debentures  in the
amount of  $400,000.  The  debentures  mature in two years 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. 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. The debentures are convertible at $2
per share.

During February 2002, the Company issued convertible Debentures in the amount of
$250,000 with discount value of $25,000.  This debenture matures on February 22,
2004 and bears interest at five percent  annually.  The interest will be paid at
the time of  maturity  or on the  conversion  date.  The holder 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 either an amount equal to one hundred twenty percent of
the  closing bid price of the Common  Stock or eighty  percent of the average of
the three day lowest Closing Bid Prices of the Common Stock for the five trading
days immediately proceeding conversion day.

During February 2002, the Company issued Convertible Debentures in the amount of
$843,823  to an  investor  under an Equity  Credit  Line  Agreement.  Under this
agreement,  the Company will receive up to  $20,000,000  under the Equity Credit
Line.  This  debenture  matures on February  7, 2007 and bears  interest at five
percent  annually.  The interest  will be paid at the time of maturity or on the
conversion date. The holder 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 forty one
cents.

NOTE 3 - OBLIGATIONS UNDER CAPITAL LEASE
----------------------------------------

The  Company is leasing  equipment  under  capitalized  leases  which  expire at
various dates through March 2003.  Accumulated  depreciation on the equipment as
of March 31, 2002 is $34,310.




                                       16
<PAGE>



                              LITE KING CORPORATION
                              ---------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------

Future minimum lease payments under these leases are as follows:

   2002                                                     $19,528
   2003                                                      15,722
                                                            -------
   Total minimum lease payments                              35,250

   Less amounts representing interest                         2,127
                                                            -------

Present value of minimum lease payments                     $33,123
                                                            =======

NOTE 4 - CASH FLOW DISCLOSURES
------------------------------

Cash paid for interest and income taxes was as follows:

                                                  March 31,        March 31,
                                                    2002             2001
                                                  ---------       -----------

Interest                                          $88,174          $45,902
Income taxes                                          -0-              -0-

Non-cash Transactions
Issuance of convertible debentures for
 equity line of credit.  Amount charged
 to additional paid in Capital account.            843,823             -0-

Issuance of 380,920 shares of common
 Stock for equity line of credit.  Amount
 Charged to additional paid in Capital
 account.                                          156,177             -0-

NOTE 5 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

During six months  ended  December  31, 2001 the Company  entered in a "Sale and
Purchase  Agreement" with a lender for the sale of certain trade  receivables to
the lender.  The Company is  obligated  under the  agreement to  repurchase  any
receivables  sold that remains unpaid for 90 days following its original invoice
date.  Therefore,  the Company adopted Financial  Accounting Standard (FAS) 125,
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of Liabilities" and has classified these transactions as secured borrowings. The
agreement  allows the Company to borrow up to 80% of receivables sold or Maximum
Credit  ($400,000),  whichever  is less.  A factoring  fee of 1% each 30 days is
charged on face value of each financed invoice.  Additional fee includes finance
fee of Prime plus 5% on the average daily financed  balance  payable  monthly in
arrears.  Application of receipts for interest calculation will occur after four
business  days.  The term is based on six months with six month renewals (30 day
advance written notice for rate negotiation or termination).





                                       17
<PAGE>


                              LITE KING CORPORATION
                              ---------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------

The Company's  wholly owned  subsidiary,  NCSI, 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 six months ended June
30, 2001.  As a result of the  settlement,  the Company  accrued  payroll  taxes
payable of $98,643 as of June 30, 2001.  No payroll tax payment was made for the
nine months ended March 31, 2002. An additional $17,633 was accrued for interest
and  penalty  to the  Internal  Revenue  Service.  As of  March  31,  2002,  the
outstanding payroll tax payable balance was $134,480.

The Company  leases office and warehouse  space under  noncancellable  operating
leases expiring in 2002. Future minimum lease payments under these leases are as
follows:

 2002                                           $4,000
                                                ------
   TOTAL                                        $4,000
                                                ======

Total  rental  expense  for the three  months  ended March 31, 2002 and 2001 was
$26,915 and  $38,173,  respectively.  Rental  expense for the nine months  ended
March 31, 2002 and 2001 was $62,823 and $61,991, respectively.

NOTE 6 - SIGNIFICANT CONCENTRATIONS
-----------------------------------

Accounting principles generally accepted in the United States of America require
disclosure  of  information  about  certain  significant  estimates  and current
vulnerabilities  due  to  certain  concentrations.  These  matters  include  the
following:

Approximately  40 and 77 percent of the Company's net sales for the three months
ended March 31, 2002 and 2001,  respectively,  were from one unrelated customer.
For the nine month period ended March 31, 2002 and 2001 orders to one  unrelated
customer  amounted to 33 and 76 percent of the  Company's  sales.  The  accounts
receivable  from this  customer  at March 31,  2002 and 2001  were  $12,540  and
$91,852, respectively.

NOTE 7 - COMMON STOCK
---------------------

On January 16, 2001 the Company's wholly owned subsidiary,  NCSI, effected a ten
thousand (10,000) for one (1) split of NCSI's Class A common stock and increased
the number of  authorized  shares  from 430 to  10,000,000.  Concurrently,  NCSI
authorized  one million  (1,000,000)  shares of no par preferred  stock and also
canceled  all of the 570 shares of Class B common  stock  authorized  issued and
outstanding. None of the preferred stock has been issued.




                                       18
<PAGE>


                              LITE KING CORPORATION
                              ---------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------


All share and per share  amounts are  retroactively  restated to give effect for
the split within these financial statements.

NOTE 8 - EQUITY LINE OF CREDIT AGREEMENT
----------------------------------------

On  February  14,  2002,  the  Company  entered  into an  equity  line of credit
agreement  with  Cornell  Capital.  Subject  to  terms  and  conditions  of  the
agreement, the Company can issue and sell to Cornell Capital, from time to time,
up to  $20,000,000 of the Company's  common stock.  The term of the agreement is
thirty-six  months.  The purchase  price of the stock is based on future  market
price of the common stock less a 9% discount.

In return,  the Company  agreed to pay Cornell  Capital a total of $1,000,000 in
the form of  380,920  common  stock  shares  issued at a price of $.41 per share
equating to a cost of $156,177,  and $843,823 of convertible  debentures at five
percent interest annually maturing on February 7, 2007 (See Note 2). This equity
line of credit  agreement is subject to the approval of the U.S.  Securities and
Exchange Commission.

NOTE 9 - POSTRETIREMENT EMPLOYEE BENEFITS
-----------------------------------------

The  Company  does not have a policy to cover  employees  for any health care or
other welfare  benefits  that are incurred  after  employment  (postretirement).
Therefore, no provision is required under SFAS's 106 or 112.

NOTE 10 - INCOME TAXES
----------------------

Income taxes are accrued at the statutory U.S. and state income tax rates.

Income tax expenses are as follows:

                                                               March 31,
                                                               ---------
                                                                 2002

Current tax expense benefit:
   Income tax at statutory rates                               $     -0-

Deferred tax expense (benefit):
   Operating Loss Carryforward                                  (273,095)
                                                               ---------


   Total                                                        (273,095)

Valuation allowance                                              273,095
                                                               ---------

   Total Tax Expense (Benefit)                                 $     -0-
                                                               =========


                                       19
<PAGE>




                              LITE KING CORPORATION
                              ---------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------

The tax effect of significant temporary differences, which comprise the deferred
tax assets are as follows:

                                                                  March 31,
                                                               ---------------
                                                                    2002


Deferred tax assets:
   Operating loss carryforwards                                $  557,659
                                                               ---------------
   Gross deferred tax assets                                      557,659
   Valuation allowance                                           (557,659)
                                                               ---------------

   Net deferred tax assets                                     $       -0-
                                                               ===============

On  October  1,  2000,  the  Company  terminated  the  election  to be  taxed as
subchapter S corporation under IRC Section 1361. Currently, the Company is taxed
as a "C"  corporation.  Prior to  October 1, 2000,  the  Company  was taxed as a
subchapter  S  corporation.  All  income  and  deductions  pass  through  to the
shareholders  individually.  Therefore,  no federal and state  income taxes have
been reflected in the financial statements prior to October 1, 2000.

The Company has net operating loss (NOL)  carryforwards  for income tax purposes
of  approximately  $1,538,000.  This loss is allowed to be offset against future
income until the year 2021 when the NOL's will expire.

The tax benefits relating to all timing differences have been fully reserved for
in the valuation allowance account due to substantial losses.

NOTE 11 - OPERATIONS AND LIQUIDITY
----------------------------------

The Company has incurred  losses for the twelve months ended  December 31, 2000,
for the six months  ended June 30, 2001 and for the nine months  ended March 31,
2002.  Until the Company's  sales are sufficient to cover operating  costs,  the
Company will need to fulfill  working capital  requirements  through the sale of
stock and the issuance of debt.

The ability of the Company to continue its  operation is dependent on its having
sufficient  financial resources to bring its products and services to market. As
a result  of its  recent  losses,  negative  cash  flows  from  operations,  and
accumulated  deficits at March 31, 2002,  there is  substantial  doubt about the
Company's  ability to continue as a going concern,  unless  additional equity or
debt financing is obtained.

Management believes that its current working capital,  anticipated  revenues and
subsequent  sales of stock and placement of debt  instruments will be sufficient
to meet its projected  expenditures  for a period of at least twelve months from
March 31, 2002.  However,  any projections of future cash  requirements and cash
flows are subject to  substantial  uncertainty.  There can be no assurance  that
sufficient  financing will be available in amounts or on terms acceptable to the
Company.


                                       20
<PAGE>


                              LITE KING CORPORATION
                              ---------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                -------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                   (CONTINUED)
                                   -----------

NOTE 12 - STOCK OPTIONS AND WARRANTS
------------------------------------

On April 7, 2001,  the Company  granted an option to purchase  50,000  shares of
common  stock for  $1,000 on or after  July 1, 2001,  for  financial  consulting
services.  Since there is nothing in the agreement  indicating the fair value of
the services  provided for this option,  the fair value of the equity instrument
issued (FAS 123,  Paragraph 8) was used.  As the result of granting this option,
$13,087 was recorded as stock based financial consulting fee expense for the six
months ended June 30, 2001. This option was outstanding at March 31, 2002 and is
included in the diluted  weighted  average  number of common shares  outstanding
calculation.

NOTE 13 - INTERIM FINANCIAL REPORTING
-------------------------------------

The  unaudited  financial  statements of the Company for the period July 1, 2001
through  March 31,  2002 have been  prepared  by  management  from the books and
records  of  the  Company,  and  reflect,  in the  opinion  of  management,  all
adjustments  necessary for a fair  presentation  of the  financial  position and
operations of the Company as of the period indicated herein, and are of a normal
recurring nature.




                                       21
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

                             INTRODUCTORY STATEMENTS

                 FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     This  filing  contains  forward-looking  statements,  including  statements
regarding, among other things: (a) the growth strategies of Lite King Corp. (the
"Company");  (b) anticipated trends in our Company's industry; (c) our Company's
future financing  plans;  and (d) our Company's  ability to obtain financing and
continue  operations.   In  addition,  when  used  in  this  filing,  the  words
"believes",  "anticipates",  "intends",  "in anticipation of", and similar words
are   intended   to   identify   certain   forward-looking   statements.   These
forward-looking  statements are based largely on our Company's  expectations and
are subject to a number of risks and uncertainties, many of which are beyond our
Company's   control.   Actual  results  could  differ   materially   from  these
forward-looking  statements  as a result of changes in trends in the economy and
our Company's  industry,  reductions in the  availability of financing and other
factors.  In light of these risks and  uncertainties,  there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.
Our Company does not undertake any obligation to publicly release the results of
any revision to these forward-looking statements that may be made to reflect any
future events or circumstances.

                                     GENERAL

     The discussion and analysis  presented  below should be read in conjunction
with the consolidated financial statements and related notes appearing in Item 1
of this Form 10-QSB.

     On March 9, 2001,  the  Company  entered  into a written  merger  agreement
subject to due diligence to acquire all of the common stock of National  Cabling
Services,  Inc., an Illinois corporation which provides  professional design and
installation  of  structured  cable systems and  electronics  in support of high
speed telecommunications 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.  Pursuant to the Agreement and Plan of Merger,  National Cabling
merged with and into a wholly  owned  subsidiary  of the  Company,  King Cabling
Corp.;  all of the outstanding  common shares of National Cabling were exchanged
for common  shares of the  Company;  and the  existing  Board of  Directors  and
Officers of the Company  resigned and three members on National  Cabling's Board
of Directors and Officers remained to fulfill their un-expired terms.

     Lite King Corp.  functions  as the  parent  company  for its  wholly  owned
subsidiary, National Cabling Services, Inc. The Company filed an 8-K on July 24,
2001 reporting that on July 15, 2001,  National  Cabling amended its By-Laws and
changed its fiscal year from a calendar year to July 1 through June 30, in order
to have the same fiscal year as the Company.

     National  Cabling's  business   activities  include  providing   consulting
services for  integrating  disparate  systems,  evaluating  current  systems and
developing solutions for evolving technologies. National Cabling provides design
and  engineering  services  for  a  wide  variety  of   telecommunications   and
infrastructure   systems,   including  inside  plant,   outside  plant,   campus
environments,  wireless RF systems,  microwave PP, video distribution,  VoIP and
PBX  systems,  fiber  optics and aerial cable  installations.  National  Cabling
performs  installation  services  in a wide  variety of  environments  including
warehouses,  manufacturing  plants,  campuses,  office  buildings and multi-site
rollouts. National Cabling also provides project management.

     Our  services  are offered to a variety of clients,  including  value-added
resellers and individual end-use customers.  National Cablings' clients range in
size from Fortune 500 companies to small privately held  enterprises and include
schools,  universities and various state and federal  government  agencies.  Our
largest customer  accounted for  approximately  40% and 77% of the Company's net
sales  for  the  three   months  ended  March  31,  2002  and  March  31,  2001,
respectively.  The loss of the  business  of its largest  customer  could have a
material adverse effect on the financial condition of the Company.

     The  Company  is  broadening  its  marketing  efforts  to reach  out to new
potential customers and is actively seeking strategic acquisition  candidates to
continue the growth of the enterprise.  The Company  anticipates  expanding into
Missouri, Arkansas, Texas, Colorado and Arizona in the future.


                                       22
<PAGE>


     The Company  anticipates  acquiring  existing local fiber-optic cable plant
installation  and  maintenance  companies in those markets or opening new branch
offices. In those markets where acquisitions cannot be achieved, the Company may
open new branch offices and hire local technicians to service its customers.

                              RESULTS OF OPERATIONS

                      CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2002 AND 2001

     REVENUE.  For the three months and nine months  ended March 31,  2002,  the
Company had revenues of $317,671 and  $1,263,771,  respectively,  as compared to
revenues of $301,240 and $2,083,048, respectively, for the three months and nine
months  ended March 31, 2001.  For the three  months ended March 31, 2002,  this
represents an increase of  approximately  5% and for the nine months ended March
31, 2002, this represents a decrease of approximately  39%. The Company believes
the modest  increase  in sales for the three  months  ended  March 31,  2002 may
indicate  that the demand  for its  services  is  recovering  from the  national
economic  slowdown  experienced  during  the later part of 2000 and all of 2001.
This national  economic  slowdown,  especially  as it relates to the  technology
sector, was the cause of the decrease in revenue for the nine months ended March
31, 2002.

     COST OF SALES.  For the three  months and nine months ended March 31, 2002,
the Company  had costs of sales of $283,622  and  $1,084,933,  respectively,  as
compared to cost of sales for the three  months and nine months  ended March 31,
2001 of $470,657 and $1,913,225,  respectively,  a decrease of approximately 40%
and 43%, respectively.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the three months and nine
months  ended  March 31,  2002,  selling,  general and  administrative  expenses
amounted to $319,006  and  $821,631,  respectively,  as compared to $279,993 and
$734,191,  respectively,  for the three  months and nine months  ended March 31,
2001.  This  represents  an increase of $39,013 and  $87,440,  respectively,  or
approximately 14% and 12%,  respectively.  Administrative  salaries decreased in
both periods as a result of employee  attrition.  Professional fees increased in
both periods as a result of increased  legal,  accounting  and  consulting  fees
related to the operation of a publicly  traded company and the  preparation of a
registration  statement on Form SB-2, on behalf of selling  shareholders,  filed
with the Securities and Exchange Commission on April 9, 2002. All other selling,
general and  administrative  expenses increased by a total of $11,466 or 12% for
the three  months  ended  March 31,  2002 and $42,534 or 16% for the nine months
ended March 31, 2002 when compared to the same periods ended March 31, 2001.

     INTEREST  EXPENSE.  For the three  months and nine  months  ended March 31,
2002,  interest  expense  amounted  to $28,344  and  $95,299,  respectively,  as
compared to $24,498 and  $112,483,  respectively,  for the three months and nine
months ended March 31, 2001. The increase for the comparable three month periods
results from interest  expense on  convertible  debentures  outstanding  for the
three month  period  ended March 31, 2002 that were not  outstanding  during the
three month period March 31, 2001.  The decrease for the  comparable  nine month
periods is primarily  attributable to the conversion of stockholder loans to the
Company to common stock during 2001.

                 CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2002

     Total  assets at March 31, 2002 were  $577,842.  Total  assets at March 31,
2002 were comprised  mainly of $268,424 of trade  accounts  receivable net of an
allowance  for doubtful  accounts of $12,973,  inventory of $98,067 and property
and equipment of $188,418 net of accumulated depreciation.  Total current assets
at March 31, 2002 amounted to $388,743,  while total current liabilities for the
same period amounted to $989,334, creating a working capital deficit of $600,591
at March 31,  2002.  Total  liabilities  as of March 31,  2002 were  $2,465,072.
Shareholders'  deficit as of March 31, 2002 was  $1,887,230.  The  shareholders'
deficit is the result of accumulated losses from operations.

                         LIQUIDITY AND CAPITAL RESOURCES

     As of  March  31,  2002,  we  had  $22,252  cash-on-hand  and  our  current
liabilities exceeded our current assets.

     Historically,  the  Company  has relied  principally  on the sale of common
stock and stockholder and bank debt to finance its operations.

     On April 7, 2001, the Company  granted an option to purchase  50,000 shares
of common  stock for  $1,000 on or after July 1, 2001 for  financial  consulting
services. As of March 31, 2002, this option had not been exercised.


                                       23
<PAGE>


     During June and July 2001, the Company issued Convertible Debentures in the
principal  amount  of  $400,000.  The  debentures  mature  in two years and bear
interest  at  twelve  percent  annually,  payable  annually.  The  holder  of  a
convertible  debenture  has the right at any time,  after  thirty  days from the
issuance until maturity,  to voluntarily convert the convertible  debenture into
common stock of the Company. The Company can require the holder of a convertible
debenture to convert the convertible  debenture into common stock of the Company
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 has  maintained a price
per share of two  dollars  or higher  for five  consecutive  trading  days.  The
convertible  debentures  are  convertible  into common  stock at two dollars per
share.

     On February  14,  2002,  the Company  entered  into a  Securities  Purchase
Agreement  with  certain  investors.   These  investors  purchased  $250,000  of
convertible  debentures from the Company. The debentures mature in two years and
bear interest at 5% annually.  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.  The  investors,  at
their  option,  are entitled to  voluntarily  convert the  debentures  to common
shares of the  Company.  These  debentures  are  convertible  into shares of the
Company's  common  stock at a  conversion  price equal to either (a) 120% of the
closing bid price of the Company's  common stock as of February 14, 2002, or (b)
80% of the average of the 3 lowest  closing bid prices of the  Company's  common
stock for the 5 days prior to conversion.  At the Company's  option,  the entire
principal  amount  and all  accrued  interest  may be paid to the  holder on the
second anniversary or converted into shares of the Company's common stock.

     On February  14,  2002,  the Company  entered into an equity line of credit
agreement  with Cornell  Capital  Partners,  L.P.  Cornell  Capital,  subject to
certain terms and conditions,  will purchase up to $1.5 million of the Company's
common stock during the first month of the agreement  term and up to $500,000 of
the Company's  common stock each thirty days  thereafter  during the term of the
agreement  or an  aggregate  of  $20.0  million.  The term of the  agreement  is
thirty-six months,  subject to termination at the sole discretion of the Company
and subject to certain  events.  For each share of common stock  purchased under
the Equity Line of Credit,  Cornell  Capital 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 of an  advance.  As a condition  of the common  stock  purchase
agreement,  the Company was required to file a  registration  statement  and the
Securities  and Exchange  Commission  must declare it effective  before  Cornell
Capital is obligated  to purchase any common stock of the Company.  There can be
no assurance of how much cash the Company will receive, if any, under the equity
line of credit  agreement with Cornell  Capital.  Pursuant to the equity line of
credit  agreement,  the Company issued a convertible  debenture in the principal
amount  of  $843,823  to  Cornell  Capital.  The  Company  filed a  registration
statement on Form SB-2 with the Securities  and Exchange  Commission on April 9,
2002,  registering  shares of common  stock with  respect to the equity  line of
credit and the convertible debentures.

                              GOING CONCERN OPINION

     The ability of the Company to continue its  operations  is dependent on the
Company having sufficient financial resources to bring its products and services
to  market.  As a  result  of  its  recent  losses,  negative  cash  flows  from
operations,  and  accumulated  deficits at March 31, 2002,  there is substantial
doubt  about the  Company's  ability  to  continue  as a going  concern,  unless
additional equity or debt financing is obtained.

     Management believes that the Company's current working capital, anticipated
revenues and subsequent sales of stock and placement of debt instruments will be
sufficient  to meet its projected  expenditures  for a period of at least twelve
months from March 31, 2002. However, any projections of future cash requirements
and cash flows are subject to substantial uncertainty. There can be no assurance
that sufficient financing will be available in amounts or on terms acceptable to
the Company.

                              CERTAIN RISK FACTORS

     The  Company is subject to various  risks,  which may  materially  harm our
business,  financial  condition  and results of  operations.  Certain  risks are
discussed below.

THE COMPANY HAS INCURRED  SIGNIFICANT  LOSSES AND EXPECTS LOSSES TO CONTINUE FOR
THE FORESEEABLE FUTURE

     The Company has historically lost money. In the nine months ended March 31,
2002, the Company sustained a net loss from operations of $642,793.

     The Company has only  recently  begun to implement its plans to broaden its
marketing effort and to expand its operations into other areas of the country as
requested by its customers.  The Company has incurred significant net losses and
anticipates  continuing  losses  for  the  foreseeable  future  as a  result  of
increased  marketing costs and  acquisition  related  expenses.  Our independent
auditors have added an  explanatory  paragraph to their audit opinion  issued in
connection  with the  financial  statements  for the year  ended  June 30,  2001
relative to our ability to  continue as a going  concern.  Our ability to obtain



                                       24
<PAGE>


additional  funding will  determine our ability to continue as a going  concern.
Our financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

THE COMPANY WILL REQUIRE ADDITIONAL  FINANCING TO SUSTAIN OPERATIONS AND WITHOUT
IT THE COMPANY WILL NOT BE ABLE TO CONTINUE OPERATIONS

     At March 31, 2002 the Company had a working  capital  deficit of  $600,591.
The independent  auditor's report for the year ended June 30, 2001,  includes an
explanatory  paragraph to their audit opinion stating that our recurring  losses
from operations and working capital deficiency raise substantial doubt about our
ability to continue as a going  concern.  The Company had an operating cash flow
deficit of $355,169 for the  nine-month  period ended March 31, 2002.  We do not
currently have sufficient financial resources to fund our operations, therefore,
we need additional funds to continue these operations.

     The Company entered into an equity line of credit agreement on February 14,
2002. Subject to certain conditions,  the Company has the right to receive $20.0
million over a  thirty-six-month  period from the sale of stock.  The extent the
Company relies on the equity line of credit,  as a source of funding will depend
on a number of factors  including,  the  prevailing  market  price of our common
stock and the extent to which we are able to secure  working  capital from other
sources. If obtaining sufficient financing pursuant to the equity line of credit
were to prove prohibitively  expensive,  the Company will need to secure another
source of funding in order to satisfy its  working  capital  needs.  Even if the
Company is able to access the funds  available  under the equity  line of credit
agreement,  the Company may still need additional capital to fully implement its
business,  operating and  development  plans.  Should the financing  required to
sustain our working capital needs be unavailable or prohibitively expensive when
the Company requires it, the consequences  would be a material adverse effect on
our business, operating results, financial condition.


                                       25
<PAGE>

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

      None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     In February 2002, the Company  issued  $250,000 of convertible  debentures,
from which it received net proceeds of approximately $225,000.  These debentures
accrue interest at 5% per year and are convertible  into shares of the Company's
common stock at a  conversion  price equal to either (a) 120% of the closing bid
price of the  Company's  common stock as of February 14, 2002, or (b) 80% of the
average of the 3 lowest closing bid prices of the Company's common stock for the
5 days prior to conversion. At the Company's option, the entire principal amount
and all accrued interest may be paid to the holder on the second  anniversary or
converted  into shares of the Company's  common stock.  The Company paid fees of
$25,000 to Cornell Capital Partners, L.P. in connection with this offering.

     In  February  2002,  the  Company  entered  into an  Equity  Line of Credit
Agreement  with  Cornell  Capital  Partners.  The Pursuant to the Equity Line of
Credit, the Company may, at its discretion, periodically sell to Cornell Capital
Partners  shares of its common stock for a total  purchase price of $20 million.
For each  share of common  stock  purchased  under the  Equity  Line of  Credit,
Cornell  Capital  Partners  will pay 91% of the lowest  closing bid price on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the 5 days immediately following the notice date. The
Company is entitled  to $1.5  million,  in the  aggregate,  in the first  thirty
calendar day period after the effective date of the registration  statement with
respect to 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.  The term of the  agreement  is
thirty-six months,  subject to termination at the sole discretion of the Company
and subject to certain events.

     Pursuant  to the Equity  Line of Credit  Agreement,  the  Company  issued a
convertible  debenture in the  principal  amount of $843,823 to Cornell  Capital
Partners. This debenture accrues interest at 5% per year and is convertible into
shares of the  Company's  common stock at a conversion  price equal to $0.41 per
share.  At the Company's  option,  the entire  principal  amount and all accrued
interest may be paid to the holder on the fifth  anniversary  or converted  into
shares of the Company's common stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

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

      None.

ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits:

            None.

      (b)   Reports on Form 8-K:

            None.

                                       26
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

DATED:      May 15, 2002                   LITE KING CORP.

                                       By: /s/ Robert F. Personett
                                          ----------------------------------
                                          Robert F. Personett
                                          Secretary and Treasurer