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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended February 29, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
For the transition period from [ ] to [ ]
Commission file number 000-52401

LIONS GATE LIGHTING
CORP.(name of small business issuer in its charter)

|Nevada                                                               | 47-0930829                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|200 - 375 Water Street                                               |                                     
|Vancouver, BC, Canada                                                | V6B 5C6                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuer's telephone number 604-729-5759

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001(Title of
class)

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

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 (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.Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

State Issuer's revenues for its most recent fiscal year:
$Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days:

5,000,000 common shares at $0.06(1)= $300,000

(1)Our shares are currently quoted on the OTC Bulletin
  Board under the stock symbol "LNLT". Our shares have not traded on the OTC Bulletin
  Board to date. The price of $0.06 was the last bid price for our shares on the
  OTC Bulletin Board.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date.

8,000,000 common shares issued and outstanding as of May 15,
2008

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X]

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PART I

Item 1. Description of Business.

This annual report contains
forward-looking statements as that term is defined in Section 27A of the United
States Securities Act of 1933 and Section 21E of the Securities and Exchange Act
of 1934. 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", "should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential" or "continue" or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled "Risk Factors", that may
cause our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our financial statements are
stated in United States dollars and are prepared in accordance with United
States generally accepted accounting principles.

In this annual report, unless
otherwise specified, all dollar amounts are expressed in United States dollars.
All references to "CDN$" refer to Canadian dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this annual report,
the terms "we", "us", "our", and "Lions Gate" mean Lions Gate Lighting Corp. and
our subsidiary, LG Lighting, unless otherwise indicated.

General

We were incorporated on May 2,
2005, in the State of Nevada. LG Lighting is our wholly-owned subsidiary which
we incorporated as a British Columbia company on May 11, 2005. The results of
operations of LG Lighting have been consolidated with the results of operations
of our company. Following incorporation, we commenced the business of marketing
lighting products and accessories throughout our target markets of North
America.

Current Business

On August 31, 2007, our sole
distribution agreement with Sunway Lighting terminated. Following that date, we
have operated without a supplier of lighting products and accessories. We are
currently seeking suitable arrangements to enter into a new supplier agreement
with one or more alternate suppliers, following which we will continue our
business of offering quality lighting products and accessories. Following entry
into a supplier agreement, we intend to offer and sell a range of LED
(Light-Emitting-Diode), fluorescent, and neon lighting products, lighting
accessories and solutions for the signage industry. Our company intends to
target the market of lighting and signage wholesalers, distributors and
retailers primarily in British Columbia and the rest of North America.

British Columbia has numerous
businesses engaged in our target market, namely, the distribution of lighting
and signage products. Following entry into a supplier agreement, we intend to
establish market share by underpricing our competitors while offering
high-quality lighting and signage products to wholesale companies, distributors
and retailers of lighting and signage products. We intend to market such
products to customers by emphasizing the cost savings available to them through
the use of our future products. LEDs have a long life span: typically ten
years, twice as long as the best compact fluorescent bulbs and twenty times
longer than the best incandescent bulbs. (Incandescent bulbs can also be made to
last a long time by running at lower than normal voltage, but only at a high
cost in efficiency; LEDs have a long life when operated at their rated
power).

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We are currently seeking new
suppliers in order to resume our business of selling and marketing lighting
technology products. In the event we are unsuccessful in identifying and
entering into a supplier agreement on terms acceptable to us, our company may
elect to pursue alternate business opportunities in order to maximize
shareholder value. Such opportunities may involve opportunities with entities
outside of the lighting technology business.

Anticipated sources of Revenue

We have identified the following
categories of products that we are seeking to offer: flashlights, neon clocks,
LED pool and spa lights, auto accessories, fluorescent lighting, signage
products, power supplies and transformers, LED Christmas lights, LED residential
and commercial lighting products, LED traffic signs, LED spa lighting packages
and new LED RGB (Red-Green-Blue) light bulbs that are remote controlled. The
bulk of these products are smaller, low-cost products that lend themselves to
the retail market. Future products may also include refined LED E-27 and MR16
Bulbs, which are LED replacements for conventional screw-in and plug-in bulbs.
These products are of interest to wholesalers, distributors and independent
building contractors and suppliers.

Marketing

Upon entry into a supplier
agreement, we intend to market locally in person with demonstrations and sample
products and market our products to the remainder of the North American market
through our website. For our local British Columbia market, we intend to
demonstrate to our potential customers how our LED and signage products are
superior to not only regular incandescent lighting products, but also any other
widely manufactured forms of lighting. Outside of our local market in British
Columbia, Canada, we intend to primarily use our website for marketing but also
have flexible solutions for potential distributors who wish to sample our future
products. For example, a potential customer in the United States may purchase a
sample of our future product and have the cost of shipping the product
subtracted from the cost of their next order as a goodwill gesture, saving the
company money for pre-purchasing a sample. If the same company feels the market
is slow for the product, but they still want to test the market, they can simply
sign a trial agreement for the future product and we will send it to them for
review. In this way we can appeal to the conservative customer and the customer
who wishes to expand quickly into the markets we intend to provide access
to.

Aside from these marketing tools,
we have also utilized the internet as a useful marketing tool. Our website,
www.lglcorp.com, was initially designed to be utilized as a trial offering site,
where any person could purchase samples of any of our products on-line.
Information on our website does not form part of this annual report. We have
since re-formatted the site to simply provide information to our prospective
wholesalers, distributors and retailers, removing the option of payment through
our website due to pricing conflicts and security concerns with our customers.
Although customers will not be able to purchase future products through our
website, customers may purchase future products using PayPal, after we provide
the customer with payment instructions.  We have started to add additional
information on our website including numerous pictures and we hope to add video
displays in the near future. The website has yet to be marketed to its
potential.

Competition

Competition for LED products is
intense among companies offering high-end and low-end products with a wide range
of prices and quality. The bulk of lighting and signage suppliers often focus on
a small list of products with little innovation and/or development of further
products. Our company seeks out only those manufacturers who excel in the
development of new lighting and signage technologies and products. In this way
we can adapt to changes in the market, such as the current energy saving trend
in North America.

Another aspect of our competition
relates to the specific product. For example, future lighting solutions and
signage product pricing will compete strongly against various manufacturers of
similar products, yet the bulk of accessories compete strongly with wholesale
pricing, but do not compete with manufacturer pricing. We intend to focus on
marketing our future products to wholesalers for our future lighting and signage
products, and distributors and retailers for our accessories. As such, we have
flexibility in a variety of markets that are not saturated with similar
products, such as the energy-saving products market.

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Growth Strategy

In order to grow our company, we
must first identify and enter into a suitable supplier agreement so that we may
offer products for sale. Once our supplier relationship is secure, we intend to
generate revenue by marketing and selling our products. We plan to diversify and
offer new, innovative and energy efficient products as described above. In the
future, our company also hopes to expand into the commercial market and provide
energy-saving lighting solutions to large-scale projects and developments.

Employees

Our company is currently operated
by Robert Fraser as our President and Chief Executive Officer and William
Grossholz as our Secretary and Treasurer. We periodically hire independent
contractors to execute our marketing, sales, and business development functions.
Our company may hire employees when circumstances warrant. At present, however,
our company does not anticipate hiring employees in the near future.

Intellectual Property

We do not own any intellectual
property.

RISK FACTORS

Much of the information included
in this annual report includes or is based upon estimates, projections or other
forward-looking statements. Such forward-looking statements include any
projections or estimates made by us and our management in connection with our
business operations. While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions, or other future performance suggested herein. We undertake no
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of such statements.

Such estimates, projections or
other forward-looking statements involve various risks and uncertainties as
outlined below. We caution readers of this annual report that important factors
in some cases have affected and, in the future, could materially affect actual
results and cause actual results to differ materially from the results expressed
in any such estimates, projections or other forward-looking statements. In
evaluating us, our business and any investment in our business, readers should
carefully consider the following factors.

Our company does not have a supplier of products, and as a
result, we will not be able to generate any revenue until we successfully enter
into a new supplier agreement and commence the sale of products. If we are
unable to identify a new supplier, we may pursue alternate business
opportunities.

Our supplier agreement with our
former sole supplier, Sunway Lighting, was terminated on August 31, 2007. Prior
to this date, Sunway Lighting supplied our company with all of the products that
our company sold during the year ended February 28, 2007. If we are not
successful in establishing a relationship with a new supplier, we will be unable
to generate revenues and we may be forced to cease operations. In the event we
are not able to identify and enter into an agreement with a new supplier on
suitable terms, our company may pursue alternate business opportunities in order
to maximize shareholder value. Such opportunities may involve entities in
businesses outside the lighting technology industry.

The establishment and maintenance of wholesale and
distributor relations in the lighting and/or signage business will be essential
to the success of the business.

As of May 15, 2008, we have not
entered into any distribution or wholesale agreements. Since we expect that in
the future, substantially all of our revenues will be generated from product
sales through distributors and/or wholesalers, it is vital that we have a
flexible relationship with potential distributors and wholesalers in the
industry. We believe that establishing and maintaining professional working
relationships that are flexible for both parties will help increase the
awareness of the lighting and signage products that we hope to offer following
entry into a supplier agreement. Promotion of our future products will depend
largely on our success in managing samples and systems that best support our
future distributors and wholesalers. In order to attract and retain wholesalers
of our future

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products and to promote and maintain our relationships in
response to competitive pressures, we may increase our financial commitment to
expanding and developing our business systems. If we are unable to provide high
quality, competitively priced lighting products, or otherwise fail to establish
and maintain our industry relationships, incur excessive expenses in an attempt
to improve, or promote and maintain our systems, we will not achieve profitable
operations and you may lose some or all of your investment in our common
stock.

We have had minimal revenues from operations and if we are
not able to obtain further financing we may be forced to scale back or cease
operations or our business operations may fail.

To date we have not generated
significant income from our operations and we have been dependent on sales of
our equity securities to meet the majority of our cash requirements. We
generated no revenue from the sale of lighting and signage products during the
year ended February 29, 2008. As at February 29, 2008, we had cash of $1,721 and
a working capital deficiency of $60,355. We expect to generate limited cash flow
from operations in the foreseeable future until we are successful at the
execution of our business plan. We estimate that we will require between $60,000
and $105,000 to carry out our business plan for the next twelve month period.
Because we cannot anticipate when we will be able to generate significant
revenues from sales, we will need to raise additional funds to continue to
develop our website to respond to competitive pressures, to sign distribution
agreements with distributors and wholesalers of lighting and signage products or
to respond to unanticipated requirements or expenses. If we are not able to
generate significant revenues from the sale of lighting products, we will not be
able to maintain our operations or achieve a profitable level of operations.

We have only commenced our business operations in May, 2005
and we have a limited operating history. If we cannot successfully manage the
risks normally faced by start-up companies, we may not achieve profitable
operations and ultimately our business may fail.

We have a limited operating
history. Our operating activities since our incorporation on May 2, 2005 have
consisted primarily of product negotiations and sampling, followed by
structuring of our marketing efforts and company systems. Our prospects are
subject to the risks and expenses encountered by start up companies, such as
uncertainties regarding our level of future revenues and our inability to budget
expenses and manage growth accordingly and our inability to access sources of
financing when required and at rates favorable to us. Our limited operating
history and the highly competitive nature of the lighting industry make it
difficult or impossible to predict future results of our operations. We may not
establish a clientele that will make us profitable, which may result in the loss
of some or all of your investment in our common stock.

The fact that we have only generated limited revenues since
our incorporation raises substantial doubt about our ability to continue as a
going concern, as indicated in our independent auditors report in connection
with our audited consolidated financial statements.

We have generated limited
revenues since our inception on May 2, 2005. Since we are still in the early
stages of operating our company and because of the lack of operating history at
February 29, 2008, our independent auditors report includes an explanatory
paragraph about our ability to continue as a going concern. We will, in all
likelihood, continue to incur operating expenses without significant revenues
until we enter into a new supplier agreement and are successful at selling
lighting products. We estimate our average monthly operating expenses to be
between $5,000 and $8,750 per month. We will not be able to expand our
operations beyond current levels without generating significant revenues from
our current operations or obtaining further financing. Our primary source of
funds has been the sale of our common stock. We cannot assure that we will be
able to generate enough interest in our website and products by consumers of
lighting products. If we cannot attract a significant customer base, we will not
be able to generate any significant revenues or income. In addition, if we are
unable to establish and generate material revenues, or obtain adequate future
financing, our business will fail and you may lose some or all of your
investment in our common stock. These circumstances raise substantial doubt
about our ability to continue as a going concern as described in an explanatory
paragraph to our independent auditors report on the financial statements for
the period ended February 29, 2008.

We will need to raise additional funds in the near future.
If we are not able to obtain future financing when required, we might be forced
to scale back or cease operations or discontinue our business.

We do not currently have any
arrangements for financing and we can provide no assurance to investors we will
be able to find such financing when such funding is required. Obtaining
additional financing would be subject

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to a number of factors, including investor acceptance of our
product selection and our business model. Furthermore, there is no assurance
that we will not incur further debt in the future, that we will have sufficient
funds to repay our future indebtedness or that we will not default on our future
debts, thereby jeopardizing our business viability. Finally, we may not be able
to borrow or raise additional capital in the future to meet our needs or to
otherwise provide the capital necessary to maintain our operations, which might
result in the loss of some or all of your investment in our common stock.

Our company anticipates that our
funds will not be sufficient to satisfy our cash requirements for the next
twelve month period. Also, there is no assurance that actual cash requirements
will not exceed our estimates. In particular, additional capital may be required
in the event that:

| | 1. | we have difficulties in securing one or more supplier
      relationships;    
| | -- | ------------------------------------------------------------------------------
| |    |                                                                               
| | 2. | we are unable to create a substantial market for our
      future products; or
| |    |                                                                               
| | 3. | we incur any significant unanticipated
  expenses.                            

The occurrence of any of the
aforementioned events could prevent us from pursuing our business plan,
expanding our business operations and ultimately achieving a profitable level of
such operations.

We will depend almost exclusively
on outside capital to pay for the continued operation of our company. Such
outside capital may include the sale of additional stock, shareholder advances
and/or commercial borrowing. There can be no assurance that capital will
continue to be available if necessary to meet these continuing development costs
or, if the capital is available, that it will be on terms acceptable to us. The
issuance of additional equity securities by us will result in a significant
dilution in the equity interests of our current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

If we are unable to obtain
financing in the amounts and on terms deemed acceptable to us, we may not be
able to expand or continue our lighting and signage product sales operations and
so may be forced to scale back or cease operations or discontinue our
business.

Our company has entered into
two verbal agreements with consultants who provide our company with various
business development, marketing, sales and corporate administrative functions.
Our company may become subject to a dispute over the terms and interpretations
of such verbal agreements and we may be unsuccessful or unable to bring a legal
claim against such parties and any claim brought against us may be difficult to
defend.

Currently, we have entered into
verbal consulting agreements with Cameron Fraser and Robert McIsaac, who provide
our company with various business development, marketing, sales and corporate
administrative functions. Cameron Fraser is a shareholder and son of director
Robert Fraser and Robert McIsaac is a director of our company. Our company does
not consider the services and the amounts paid for such services to be material
to our operations for the relevant periods. As a result, we do not intend to
formalize such verbal agreements to writing. Our company, however, may become
subject to a dispute over the terms and interpretations of such verbal
agreements. If our company becomes subject to a dispute in regards to the terms
and interpretations of such verbal agreements, it may be difficult for our
company to demonstrate that such agreements are based upon our particular
interpretation of such terms. As a result, it may be difficult for our company
to enforce any terms of the verbal agreements in circumstances where the
consultant disagrees with our interpretation. We may therefore be unable or
unsuccessful in bringing legal claims against such persons if we determine they
have breached the agreements. Alternatively, any legal claim brought against us
may be difficult to defend due to the fact that there is a lack of written
material to substantiate a defense. Any litigation, whether successful or
unsuccessful, could result in substantial costs and a diversion of resources.
Any claims, by or against us, could be time consuming and costly to defend or
litigate, divert our attention and resources and result in increased costs to
our company.

All of our directors and officers are engaged in other
business activities and accordingly may not devote sufficient time to our
business affairs, which may affect our ability to conduct operations and
generate revenues.

All of our directors and officers
  are involved in other business activities. Robert Fraser, our Chief Executive
  Officer, President and director spends approximately 2 hours per week, or 5%,
  of his business time on the

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management of our company and William Grossholz, our Secretary,
  Treasurer and director, spends approximately 2 hours per week, or 5%, of his
  business time on the management of our company. As a result of their other business
  endeavours, Mr. Fraser and Mr. Grossholz may not be able to devote sufficient
  time to our business affairs, which may negatively affect our ability to conduct
  our ongoing operations and our ability to generate revenues. In addition, the
  management of our company may be periodically interrupted or delayed as a result
  of Mr. Frasers or Mr. Grossholzs other business interests.

All of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

All of our assets are located
outside the United States and we do not currently maintain a permanent place of
business within the United States. In addition, all of our directors and
officers are nationals and/or residents of countries other than the United
States, and all or a substantial portion of such persons assets are located
outside the United States. As a result, it may be difficult for investors to
enforce within the United States any judgments obtained against us or our
officers or directors, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state thereof.
Consequently, you may be effectively prevented from pursuing remedies under U.S.
federal securities laws against them.

If we are unable to protect our internet domain name, our
efforts to increase public recognition of our brand may be impaired.

We currently hold the internet
domain names lglcorp.com and lglcorp.ca. The acquisition and maintenance of
domain names generally is regulated by governmental agencies and their
designees. The regulation of domain names in Canada and in foreign countries is
subject to change. As a result, we may be unable to acquire or maintain relevant
domain names in all countries in which we intend to conduct business. This could
impair our efforts to build brand recognition and to increase traffic to our
website and sales. Furthermore, the relationship between regulations governing
domain names and laws protecting trademarks and similar proprietary rights is
unclear. Therefore, we may be unable to prevent third parties from acquiring
domain names that are similar to our domain names, and infringing upon or
otherwise decreasing the value of any future trademarks or other proprietary
rights that we may develop. We may need to bring legal claims to enforce or
protect such intellectual property rights. Any litigation, whether successful or
unsuccessful, could result in substantial costs and diversions of resources. Any
claims, by or against us, could be time consuming and costly to defend or
litigate, divert our attention and resources and result in the loss of goodwill
associated with our trade names.

Because our officers, directors and principal shareholders
control a large percentage of our common stock, such insiders have the ability
to influence matters affecting our shareholders.

Our officers and directors, in
the aggregate, beneficially own 37.5% of the issued and outstanding shares of
our common stock. As a result, they have the ability to influence matters
affecting our shareholders, including the election of our directors, the
acquisition or disposition of our assets, and the future issuance of our shares.
Because our officers, directors and principal shareholders control such shares,
investors may find it difficult to replace our management if they disagree with
the way our business is being operated. Because the influence by these insiders
could result in management making decisions that are in the best interest of
those insiders and not in the best interest of the investors, you may lose some
or all of the value of your investment in our common stock.

Because we do not have sufficient insurance to cover our
business losses, we might have uninsured losses, increasing the possibility that
you would lose your investment.

We may incur uninsured
liabilities and losses as a result of the conduct of our business. We do not
currently maintain any comprehensive liability or property insurance. Even if we
obtain such insurance in the future, we may not carry sufficient insurance
coverage to satisfy potential claims. We do not carry any business interruption
insurance. Should uninsured losses occur, any purchasers of our common stock
could lose their entire investment.

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Because we can issue additional common shares, purchasers of
our common stock may incur immediate dilution and may experience further
dilution.

We are authorized to issue up to
100,000,000 common shares, of which 8,000,000 are issued and outstanding. Our
board of directors has the authority to cause our company to issue additional
shares of common stock without the consent of any of our shareholders.
Consequently, our shareholders may experience more dilution in their ownership
of our company in the future.

RISKS ASSOCIATED WITH OUR COMMON STOCK

Because we do not intend to pay any dividends on our common
shares, investors seeking dividend income or liquidity should not purchase
shares.

We do not currently anticipate
declaring and paying dividends to our shareholders in the near future. It is our
current intention to apply net earnings, if any, in the foreseeable future to
increasing our working capital. Prospective investors seeking or needing
dividend income or liquidity should, therefore, not purchase our common stock.
We currently have no revenues and a history of losses, so there can be no
assurance that we will ever have sufficient earnings to declare and pay
dividends to the holders of our shares, and in any event, a decision to declare
and pay dividends is at the sole discretion of our board of directors, who
currently do not intend to pay any dividends on our common shares for the
foreseeable future.

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commissions penny stock regulations
which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The
Securities and Exchange Commission has adopted Rule 15g-9 which generally
defines penny stock to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customers
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customers confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules; the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

Financial Industry Regulatory Authority (FINRA) sales
practice requirements may also limit a stockholders ability to buy and sell our
stock.

In addition to the penny stock
rules promulgated by the Securities and Exchange Commission, FINRA has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

---

- 10 -

Item 2. Description of Property.

Our executive and head office is
located at 200-375 Water Street, Vancouver, British Columbia, Canada, V6B 5C6.
The office is provided to us at no cost by William Grossholz, the Secretary,
Treasurer and a director of our company. This operating facility functions as
our main operating facility. We believe our current premises are adequate for
our current operations and we do not anticipate that we will require any
additional premises in the foreseeable future. We anticipate that we will
continue to rent the premises without costs so long as the space requirements of
our company do not require a larger facility.

Item 3. Legal Proceedings.

Other than as stated below, as of
May 15, 2008, we know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 4. Submissions of Matters to a Vote of Security
Holders.

None.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters and Small Business Issuer Purchases of Equity Securities.

Our common stock is quoted on the
OTC Bulletin Board under the stock symbol "LNLT". Shares of our company have not
traded to date on the OTC Bulletin Board. We do not have any common stock
subject to outstanding options or warrants and there are no securities
outstanding that are convertible into our common stock. Our common shares are
issued in registered form. Our transfer agent is National Stock Transfer Inc.
located at 1512 S 1100 E Ste B, Salt Lake City, Utah 84105 (telephone number:
801-485-7978).

On May 15, 2008, the
shareholders' list of our common shares showed 33 registered shareholders and
8,000,000 common shares issued and outstanding.

We have not declared any
dividends since incorporation and do not anticipate that we will do so in the
foreseeable future. Although there are no restrictions that limit the ability to
pay dividends on our common shares, our intention is to retain future earnings
for use in our operations and the expansion of our business.

Recent Sales of Unregistered Securities

We did not issue any equity
securities during the year ended February 29, 2008 that were not otherwise
reported in a quarterly report filed on Form 10-QSB or in a current report filed
on Form 8-K.

Equity Compensation Plan Information

We do not have any equity compensation
plans in place.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our
shares of common stock or other securities during our fiscal year ended February
29, 2008.

Item 6. Management's Discussion and Analysis or Plan of
Operation.

The following discussion should
be read in conjunction with our financial statements and the related notes that
appear elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include those discussed

---

- 11 -

below and elsewhere in this annual report, particularly in the
section entitled "Risk Factors" beginning on page 7 of this annual report.

Our consolidated audited
financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.

Results of Operations for the year ended February 29,
2008

During the year ended February
29, 2008, we generated no revenue, compared to $9,603 for the year ended
February 28, 2007. The cost of sales on orders for the year ended February 28,
2007 was $8,055, or approximately 84% of sales revenue. On August 31, 2007, our
sole supplier agreement with Sunway Lighting terminated. We did not generate any
revenues during the year ended February 29, 2008. Management anticipates that
our company will be unable to generate future revenue until our company enters
into a new supplier agreement and is successful in the sale of lighting
products.

During the year ended February
29, 2008, our operating expenses totalled $19,833, compared to $56,145 for year
ended February 28, 2007. We reported a loss from operations of $19,833 for the
year ended February 29, 2008, compared to a loss from operations of $54,597 for
the year ended February 28, 2007. The reduced net loss for the year ended
February 29, 2008 was proportional to our reduced business activity resulting
from the termination of the supplier agreement with Sunway Lighting.

Liquidity and Capital Resources

Presently, our revenue is not
sufficient to meet our operating and capital expenses. Management projects that
we will require additional funding to expand our current operations.

There is some doubt about our
ability to continue as a going concern as the continuation of our business is
dependent upon the entry into a new supplier agreement, the successful market
acceptance of our future products and maintaining a break even or profitable
level of operations.

We have incurred operating losses
since inception, and this is likely to continue for the next twelve month
period. Management projects that we may require an additional $59,000 to
$105,000 to fund our operating expenditures for the next twelve month period.
Projected working capital requirements for the next twelve month period, are
broken down as follows:

| | Estimated Working Capital Expenditures During
      the Next Twelve Month Period |  
| | -------------------------------------------------------------------------------- | -
| | Operating expenditures                                                           |  
| | Marketing and Consultant Costs                                                   | $
| | Office and General Expenses                                                      | $
| | Professional Fees                                                                | $
| | Website development costs                                                        | $
| | Working capital                                                                  | $
| | Total                                                                            | $

Our cash on hand as at February
29, 2008 was $1,721. As at February 29, 2008, we had a working capital
deficiency of $60,355. We require funds to enable us to address our minimum
current and ongoing expenses, identify and enter into one or more new supplier
agreements, market our future products and enable limited expansion of our
website. We anticipate that our cash on hand and the revenue that we anticipate
generating going forward from our operations will not be sufficient to satisfy
our cash requirements for the next twelve month period. We plan to raise any
such additional capital primarily through the private placement of our
securities.

Due to the uncertainty of our
ability to meet our current operating and capital expenses, in their report on
our audited annual financial statements for the period ended February 29, 2008,
our independent auditors included an explanatory paragraph regarding concerns
about our ability to continue as a going concern. Our financial

---

- 12 -

statements contain additional note disclosures describing the
circumstances that led to this disclosure by our independent auditors. There is
substantial doubt about our ability to continue as a going concern as the
continuation and expansion of our business is dependent upon obtaining further
financing, entering into one or more new supplier agreements, successful and
sufficient market acceptance of our future products, and, finally, achieving a
profitable level of operations. The issuance of additional equity securities by
us could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

The financial requirements of our
company for the next twelve months are primarily dependent upon the financial
support through credit facilities of our directors and additional private
placements of our equity securities to our directors and shareholders or new
shareholders. The issuance of additional equity securities by us may result in a
significant dilution in the equity interests of our current shareholders. Even
though our company has determined that we may not have sufficient working
capital for the next twelve month period, our company has not yet pursued such
financing options. There is no assurance that we will be able to obtain further
funds required for our continued operations or that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will not be able to meet our other obligations
as they become due and we will be forced to scale down or perhaps even cease our
operations. We do not currently have any plans to merge with another company,
and we have not entered into any agreements or understandings for any such
merger.

Operating Activities

Operating activities used cash of
$25,692 for the year ended February 29, 2008, compared to $36,344 for the year
ended February 28, 2007. The decrease in cash used in operating activities
during the year ended February 29, 2008 was proportional to our decreased
business activity during this period resulting from the termination of our sole
supplier agreement with Sunway Lighting.

Investing Activities

We did not incur any investing activities for the years ended
February 29, 2008 and February 28, 2007.

Financing Activities

Financing activities provided
cash of $34,757 for the year ended February 29, 2008 and cash of $15,460 for the
year ended February 28, 2007. Financing activities were raised solely from
related parties during the years ended February 29, 2008 and February 28,
2007.

Purchase or Sale of Equipment

We do not anticipate that we will
expend any significant amount on equipment for our present or future operations.
We may purchase computer hardware and software for our ongoing operations.

Off-Balance Sheet Arrangements

Our company has no outstanding
derivative financial instruments, off-balance sheet guarantees, interest rate
swap transactions or foreign currency contracts. Our company does not engage in
trading activities involving non-exchange traded contracts.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and
accompanying notes are prepared in accordance with generally accepted accounting
principles used in the United States. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. These estimates and assumptions are
affected by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our consolidated financial statements is critical
to an understanding of our financials.

---

- 13 -

Going Concern

The audited consolidated
financial statements for the year ended February 29, 2008 included with this
annual report were prepared on the going concern basis which assumes that
adequate sources of financing will be obtained as required and that our assets
will be realized and liabilities settled in the ordinary course of business.
Accordingly, the audited financial statements do not include any adjustments
related to the recoverability of assets and classification of assets and
liabilities that might be necessary should we be unable to continue as a going
concern.

In order to continue as a going
concern, we require additional financing. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
continue as a going concern, we would likely be unable to realize the carrying
value of our assets reflected in the balances set out in our financial
statements.

NEW ACCOUNTING POLICIES

As of February 29, 2008, there were no
new accounting policies that will materially effect our company.

Item 7. Financial Statements.

Our financial statements are
stated in United States dollars, are prepared in accordance with United States
generally accepted accounting principles.

It is the opinion of management
that the audited financial statements for the fiscal year ended February 29,
2008 include all adjustments necessary in order to ensure that the audited
financial statements are not misleading.

The following financial statements are
filed as part of this annual report:

Report of Independent Registered Public
Accounting Firm of Madsen & Associates, CPAs Inc. for the audited financial
statements for the year ended February 29, 2008, dated <>, 2008;

Consolidated Balance Sheets at February
29, 2008 and February 28, 2007;

Consolidated Statement of Operations
for the years ended February 29, 2008, February 28, 2007 and for the period
September 1, 2007 (Commencement of Development Stage) to February 29, 2008;

Consolidated Statement of Cash Flows
for the years ended February 29, 2008, February 28, 2007 and for the period
September 1, 2007 (Commencement of Development Stage) to February 29, 2008;

Consolidated Statement of Stockholders'
Equity for the period May 2, 2005 to February 29, 2008; and

Notes to the Consolidated Financial
Statements.

---

LIONS GATE LIGHTING INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2008 and February 28, 2007

(Stated in US Dollars)

---

F-2

|MADSEN & ASSOCIATES, CPAs INC.                             | 684 East Vine St. Suite 3
|----------------------------------------------------------- | -------------------------
|Certified Public Accountants and Business
      Consultants | Murray, Utah 84107       
|                                                            | Telephone 801-268-2632   
|                                                            | Fax 801-262-3978         

Board of DirectorsLions Gate Lighting, Inc. and Subsidiary
(A Development Stage Company) Vancouver, BC, Canada

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

We have audited the accompanying consolidated balance sheets of
Lions Gate Lighting, Inc. and Subsidiary (A Development Stage Company) at
February 29, 2008 and February 28, 2007 and the consolidated statements of
operations and cash flows for the years ended February 29, 2008 and February 28,
2007 and for the period September 1, 2007 (commencement of Development Stage) to
February 29, 2008 and stockholders' equity for the period May 2, 2005 (date of
inception) to February 29, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Lions Gate
Lighting, Inc. and Subsidiary at February 29, 2008 and February 28, 2007 and the
results of operations and cash flows for the years ended February 29, 2008 and
February 28, 2007 and for the period September 1, 2007 (commencement of
Development Stage) to February 29, 2008, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company will
need additional working capital for its planned activity and to service its
debt, which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are described in the
notes to the financial statements. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

|Salt Lake City, Utah |                                    
|-------------------- | -----------------------------------
|April 28, 2008       | /s/ Madsen & Associates, CPAs Inc.

---

|F-3                                    
|---------------------------------------
|                                       
|LIONS GATE LIGHTING INC. AND SUBSIDIARY
|(A Development Stage Company)          
|CONSOLIDATED BALANCE SHEETS            
|February 29, 2008 and February 28, 2007
|(Stated in US Dollars)                 

|                                                            |   | February 29, |   |   | February 28, |  
|----------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|ASSETS                                                      |   | 2008         |   |   | 2007         |  
|                                                            |   |              |   |   |              |  
|Current                                                     |   |              |   |   |              |  
|Cash                                                        | $ | 1,721        |   | $ | 216          |  
|Accounts receivable                                         |   | -            |   |   | 3,014        |  
|                                                            |   |              |   |   |              |  
|Total current assets                                        |   | 1,721        |   |   | 3,230        |  
|Website, net of amortization  Note 3                       |   | -            |   |   | 788          |  
|                                                            |   |              |   |   |              |  
|                                                            | $ | 1,721        |   | $ | 4,018        |  
|                                                            |   |              |   |   |              |  
|LIABILITIES                                                 |   |              |   |   |              |  
|                                                            |   |              |   |   |              |  
|Current                                                     |   |              |   |   |              |  
|Accounts payable                                            | $ | 4,198        |   | $ | 13,859       |  
|Due to related parties  Note 5                             |   | 57,878       |   |   | 23,121       |  
|                                                            |   |              |   |   |              |  
|Total current liabilities                                   |   | 62,076       |   |   | 36,980       |  
|                                                            |   |              |   |   |              |  
|STOCKHOLDERS DEFICIENCY                                    |   |              |   |   |              |  
|                                                            |   |              |   |   |              |  
|Capital stock  Note 4                                      |   |              |   |   |              |  
|Authorized                                                  |   |              |   |   |              |  
|100,000,000
      common shares, par value $0.001 per share |   |              |   |   |              |  
|Issued and outstanding                                      |   |              |   |   |              |  
|8,000,000
      common shares                               |   | 8,000        |   |   | 8,000        |  
|Additional paid-in capital                                  |   | 45,000       |   |   | 45,000       |  
|Comprehensive income (less)                                 |   | (3,392       | ) |   | 4,168        |  
|Deficit                                                     |   | (109,963     | ) |   | (90,130      | )
|                                                            |   |              |   |   |              |  
|Total stockholders deficiency                              |   | (60,355      | ) |   | (32,962      | )
|                                                            |   |              |   |   |              |  
|                                                            | $ | 1,721        |   | $ | 4,018        |  

Nature and Continuance of Operations  Note 1

SEE ACCOMPANYING NOTES

---

|F-4                                                                       
|--------------------------------------------------------------------------
|                                                                          
|LIONS GATE LIGHTING INC. AND SUBSIDIARY                                   
|(A Development Stage Company)                                             
|CONSOLIDATED STATEMENT OF OPERATIONS                                      
|for the years ended February 29, 2008 and February 28,
      2007 and     
|for the period September 1, 2007 (Commencement of
      Development Stage)
|to February 29, 2008                                                      
|(Stated in US Dollars)                                                    

|                                              |   |              |   |   |              |   |   | September 1,   |  
|--------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                              |   |              |   |   |              |   |   | 2007           |  
|                                              |   |              |   |   |              |   |   | (Commencement  |  
|                                              |   |              |   |   |              |   |   | Of Development |  
|                                              |   | Years Ended  |   |   | Stage) to    |  
|                                              |   | February 29, |   |   | February 28, |   |   | February 29,   |  
|                                              |   | 2008         |   |   | 2007         |   |   | 2008           |  
|                                              |   |              |   |   |              |   |   |                |  
|Revenue                                       | $ | -            |   | $ | 9,603        |   | $ | -              |  
|                                              |   |              |   |   |              |   |   |                |  
|Cost of sales                                 |   | -            |   |   | 8,055        |   |   | -              |  
|                                              |   |              |   |   |              |   |   |                |  
|Gross profit                                  |   | -            |   |   | 1,548        |   |   | -              |  
|                                              |   |              |   |   |              |   |   |                |  
|Operating expenses                            |   | 19,833       |   |   | 56,145       |   |   | 6,389          |  
|                                              |   |              |   |   |              |   |   |                |  
|Net loss                                      |   | (19,833      | ) |   | (54,597      | ) |   | (6,389         | )
|                                              |   |              |   |   |              |   |   |                |  
|Other:                                        |   |              |   |   |              |   |   |                |  
|Foreign currency
      translation adjustment |   | (7,560       | ) |   | 689          |   |   | (4,445         | )
|                                              |   |              |   |   |              |   |   |                |  
|Comprehensive loss for the period             | $ | (27,393      | ) | $ | (53,908      | ) | $ | (10,834        | )
|                                              |   |              |   |   |              |   |   |                |  
|Basic and diluted loss per share              | $ | (0.00        | ) | $ | (0.01        | ) |   |                |  
|                                              |   |              |   |   |              |   |   |                |  
|Weighted average number of shares outstanding |   | 8,000,000    |   |   | 8,000,000    |   |   |                |  

SEE ACCOMPANYING NOTES

---

|F-5                                                                       
|--------------------------------------------------------------------------
|                                                                          
|LIONS GATE LIGHTING INC. AND SUBSIDIARY                                   
|(A Development Stage Company)                                             
|CONSOLIDATED STATEMENT OF CASH FLOWS                                      
|for the years ended February 29, 2008 and February 28,
      2007 and     
|for the period September 1, 2007 (Commencement of
      Development Stage)
|to February 29, 2008                                                      
|(Stated in US Dollars)                                                    

|                                                    |   |              |   |   |              |   |   | September 1,   |  
|--------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                    |   |              |   |   |              |   |   | 2007           |  
|                                                    |   |              |   |   |              |   |   | (Commencement  |  
|                                                    |   |              |   |   |              |   |   | Of Development |  
|                                                    |   | Years Ended  |   |   | Stage) to    |  
|                                                    |   | February 29, |   |   | February 28, |   |   | February 29,   |  
|                                                    |   | 2008         |   |   | 2007         |   |   | 2008           |  
|                                                    |   |              |   |   |              |   |   |                |  
|Operating Activities                                |   |              |   |   |              |   |   |                |  
|Net loss for the period                             | $ | (19,833      | ) | $ | (54,597      | ) | $ | (6,389         | )
|Add item not involving
      cash:                  |   |              |   |   |              |   |   |                |  
|Depreciation                                        |   | 788          |   |   | 3,136        |   |   | -              |  
|Changes in operating
      working capital items:   |   |              |   |   |              |   |   |                |  
|Accounts
      receivable                           |   | 3,014        |   |   | 4,437        |   |   | -              |  
|Inventory                                           |   | -            |   |   | 8,484        |   |   | -              |  
|Accounts payable                                    |   | (9,661       | ) |   | 2,196        |   |   | (5,479         | )
|                                                    |   |              |   |   |              |   |   |                |  
|                                                    |   | (25,692      | ) |   | (36,344      | ) |   | (11,868        | )
|                                                    |   |              |   |   |              |   |   |                |  
|Financing Activity                                  |   |              |   |   |              |   |   |                |  
|Due to related parties                              |   | 34,757       |   |   | 15,460       |   |   | 13,811         |  
|                                                    |   |              |   |   |              |   |   |                |  
|Effect of foreign exchange on cash                  |   | (7,560       | ) |   | 689          |   |   | (4,445         | )
|                                                    |   |              |   |   |              |   |   |                |  
|Increase (decrease) in cash during the
      period |   | 1,505        |   |   | (20,195      | ) |   | (2,502         | )
|                                                    |   |              |   |   |              |   |   |                |  
|Cash, at beginning of the period                    |   | 216          |   |   | 20,411       |   |   | 4,223          |  
|                                                    |   |              |   |   |              |   |   |                |  
|Cash, end of the period                             | $ | 1,721        |   | $ | 216          |   | $ | 1,721          |  

SEE ACCOMPANYING NOTES

---

|F-6                                            
|-----------------------------------------------
|                                               
|                                               
|LIONS GATE LIGHTING INC. AND SUBSIDIARY        
|(A Development Stage Company)                  
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY 
|for the period May 2, 2005 to February 29, 2008
|(Stated in US Dollars)                         

|                                        |  |              |  |   |           |  |   |            |  |   |               |   |   |          |   |   | Deficit     |   |   |         |  
|--------------------------------------- |  | ------------ |  | - | --------- |  | - | ---------- |  | - | ------------- | - | - | -------- | - | - | ----------- | - | - | ------- | -
|                                        |  | Common Stock |  |   |           |  |   |            |  |   | Accumulated   |   |   |          |  
|                                        |  |              |  |   |           |  |   | Additional |  |   |               |   |   |          |   |   | During the  |   |   |         |  
|                                        |  |              |  |   |           |  |   | Paid-in    |  |   | Comprehensive |   |   |          |   |   | Development |   |   |         |  
|                                        |  | Shares       |  |   | Par Value |  |   | Capital    |  |   | Income (Loss) |   |   | Deficit  |   |   | Stage       |   |   | Total   |  
|                                        |  |              |  |   |           |  |   |            |  |   |               |   |   |          |   |   |             |   |   |         |  
|Capital stock issued for cash:          |  |              |  |   |           |  |   |            |  |   |               |   |   |          |   |   |             |   |   |         |  
|May 2, 2005 - at $0.001                 |  | 3,000,000    |  | $ | 3,000     |  | $ | -          |  | $ | -             |   | $ | -        |   | $ | -           |   | $ | 3,000   |  
|May 15 to July 15, 2005 - at $0.01      |  | 5,000,000    |  |   | 5,000     |  |   | 45,000     |  |   | -             |   |   | -        |   |   | -           |   |   | 50,000  |  
|Foreign currency translation adjustment |  | -            |  |   | -         |  |   | -          |  |   | 3,479         |   |   | -        |   |   | -           |   |   | 3,479   |  
|Net loss for the period                 |  | -            |  |   | -         |  |   | -          |  |   | -             |   |   | (35,533  | ) |   | -           |   |   | (35,533 | )
|                                        |  |              |  |   |           |  |   |            |  |   |               |   |   |          |   |   |             |   |   |         |  
|Balance, February 28, 2006              |  | 8,000,000    |  |   | 8,000     |  |   | 45,000     |  |   | 3,479         |   |   | (35,533  | ) |   | -           |   |   | 20,946  |  
|Foreign currency translation adjustment |  | -            |  |   | -         |  |   | -          |  |   | 689           |   |   | -        |   |   | -           |   |   | 689     |  
|Net loss for the year                   |  | -            |  |   | -         |  |   | -          |  |   | -             |   |   | (54,597  | ) |   | -           |   |   | (54,597 | )
|                                        |  |              |  |   |           |  |   |            |  |   |               |   |   |          |   |   |             |   |   |         |  
|Balance, February 28, 2007              |  | 8,000,000    |  |   | 8,000     |  |   | 45,000     |  |   | 4,168         |   |   | (90,130  | ) |   | -           |   |   | (32,962 | )
|Foreign currency translation adjustment |  | -            |  |   | -         |  |   | -          |  |   | (7,560        | ) |   | -        |   |   | -           |   |   | (7,560  | )
|Net loss for the year                   |  | -            |  |   | -         |  |   | -          |  |   | -             |   |   | (13,444  | ) |   | (6,389      | ) |   | (19,833 | )
|                                        |  |              |  |   |           |  |   |            |  |   |               |   |   |          |   |   |             |   |   |         |  
|Balance, February 29, 2008              |  | 8,000,000    |  | $ | 8,000     |  | $ | 45,000     |  | $ | (3,392        | ) | $ | (103,574 | ) | $ | (6,389      | ) | $ | (60,355 | )

SEE ACCOMPANYING NOTES

---

F-7

LIONS GATE LIGHTING CORP. AND SUBSIDIARY(A
Development Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
February 29, 2008 and February 28, 2007 (Stated in US
Dollars)

|Note 1 | Nature and Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Organization and Nature of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Lions Gate Lighting Corp. was incorporated on May 2,
      2005, in the State of Nevada. LG Lighting Corp. is a wholly-owned
      subsidiary of Lions Gate Lighting Corp. LG Lighting Corp. was incorporated
      on May 11, 2005, in the Province of British Columbia, Canada. The results
      of operations of LG Lighting Corp. have been consolidated with the results
      of operations of Lions Gate Lighting Corp. The consolidated entity is
      referred to as the Company. The Company marketed lighting products
      throughout North America until August 31, 2007 at which time its sole
      supplier terminated the distribution agreement with the Company. The
      Company is currently exploring opportunities and relationships with
      alternate distributors of lighting products. Consequently, as at September
      1, 2007 the Company became classified as a development stage Company. The
      Companys fiscal year end is February 29.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | These financial statements have been prepared in
      accordance with generally accepted accounting principles applicable to a
      going concern, which assumes that the Company will be able to meet its
      obligations and continue its operations for its next fiscal year.
      Realization values may be substantially different from carrying values as
      shown and these financial statements do not give effect to adjustments
      that would be necessary to the carrying values and classification of
      assets and liabilities should the Company be unable to continue as a going
      concern. At February 29, 2008, the Company does not have sufficient
      working capital to support its planned operations and service its debts
      for the next fiscal year, had not yet achieved profitable operations, has
      accumulated losses of $109,963 since its inception and expects to incur
      further losses in the development of its business, all of which casts
      substantial doubt about the Companys ability to continue as a going
      concern. The Companys ability to continue as a going concern is dependent
      upon its ability to generate future profitable operations and/or to obtain
      the necessary financing to meet its obligations and repay its liabilities
      arising from normal business operations when they come due. Management has
      no formal plan in place to address this concern but considers that the
      Company will be able to obtain additional funds by equity financing and/or
      related party advances, however there is no assurance of additional
      funding being available.

---

|F-8                                           
|----------------------------------------------
|                                              
|                                              
|LIONS GATE LIGHTING CORP. AND SUBSIDIARY      
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|February 29, 2008 and February 28, 2007       
|(Stated in US Dollars)                        

|Note 2 | Summary of Significant Accounting
      Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The preparation of financial statements, in conformity
      with accounting principles generally accepted in the United States of
      America, requires management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities, and disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the reporting
      period. Actual results could vary from those estimates.                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Basis of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | These consolidated financial statements include the
      assets, liabilities and operating results of the Company and its
      wholly-owned subsidiary, LG Lighting Corp. All significant intercompany
      balances and transactions have been eliminated.                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The carrying amounts of financial instruments consisting
      of cash, accounts receivable, accounts payable and due to related parties
      are considered by management to be their estimated fair values due to
      their short-term maturities. The Company is not exposed to significant
      interest, currency or credit risk arising from its financial instruments.                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Website Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Company recognizes the costs incurred in the
      development of the Companys website in accordance with EITF 00-2
      Accounting for the Costs of Computer Software Developed or Obtained for
      Internal Use. Accordingly, direct costs incurred during the application
      stage of development are capitalized and amortized over the estimated over
      the estimated useful life of two years. Fees incurred for website hosting
      are expensed over the period of the benefit. Costs of operating the
      website are expensed as incurred.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Company recognizes revenue upon delivery of the
      product to the customer and when collection is reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Income taxes are recognized in accordance with SFAS No.
      109, Accounting for Income Taxes, whereby deferred income tax
      liabilities or assets at the end of each period are determined by applying
      currently enacted tax rates to temporary differences and loss carry
      forwards. A valuation allowance is recognized on deferred tax assets when
      it is more likely than not that some or all of these deferred tax assets
      will not be realized.                                                                                      

---

F-9

|LIONS GATE LIGHTING CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|February 29, 2008 and February 28, 2007       
|(Stated in US Dollars)                        

|Note 2 | Summary of Significant Accounting Policies (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | In accordance with SFAS No. 128 Earnings Per Share, the
      basic loss per common share is computed by dividing net loss available to
      common stockholders by the weighted average number of common shares
      outstanding. Diluted loss per common share is computed similar to basic
      loss per common share except that the denominator is increased where the
      effects of options, warrants or other common stock equivalents are
      dilutive.                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | At February 29, 2008, basic and diluted loss per share
      are equal because there are no outstanding common stock equivalents.                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Foreign Exchange                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Companys functional currency is in Canadian dollars
      as substantially all of the Companys operations are in Canada. The
      Company used the United States dollar as its reporting currency for
      consistency with registrants of the Securities and Exchange Commission
      (SEC) in accordance with the FAS No. 52 Foreign Currency Translation.                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Assets and liabilities denominated in a foreign currency
      are translated at the exchange rate in effect at the period-end and
      capital accounts are translated at historical rates. Income statement
      accounts are translated at the average rates of exchange prevailing during
      the period. Translation adjustments from the use of different exchange
      rates from period to period are included in the comprehensive income
      account in Stockholders Equity, if applicable.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Advertising and Market Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company expenses advertising and market development
      costs as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 3 | Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |         |   |       |  |   | 2008         |  |   |            | 
| | ------- | - | ----- |  | - | ------------ |  | - | ---------- | 
| |         |   |       |  |   | Accumulated  |  |   | Net        | 
| |         |   | Cost  |  |   | Amortization |  |   | Book Value | 
| |         |   |       |  |   |              |  |   |            | 
| | Website | $ | 6,277 |  | $ | 6,277        |  | $ | -          | 
| |         |   |       |  |   |              |  |   |            | 
| |         |   |       |  |   | 2007         |  |   |            | 
| |         |   |       |  |   | Accumulated  |  |   | Net        | 
| |         |   | Cost  |  |   | Amortization |  |   | Book Value | 
| |         |   |       |  |   |              |  |   |            | 
| | Website | $ | 6,277 |  | $ | 5,489        |  | $ | 788        | 

---

F-10

|LIONS GATE LIGHTING CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|February 29, 2008 and February 28, 2007       
|(Stated in US Dollars)                        

|Note 4 | Capital Stock                                                                                                                                                                                                                    
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                  
|       | During the period ended February 29, 2008, the Company
      did not issue any common shares.                                                                                                                                    
|       |                                                                                                                                                                                                                                  
|Note 5 | Related Party Transactions                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                  
|       | During the year ended February 29, 2008, the Company
      incurred management fees of $Nil (2007: $11,300) with directors of the
      Company.                                                                                 
|       |                                                                                                                                                                                                                                  
|       | As at February 29, 2008, due to related parties consists
      of advances from directors totalling $57,878 (2007: $23,121). These
      advances are unsecured, do not bear interest and have no fixed terms of
      repayment.
|       |                                                                                                                                                                                                                                  
|       | As at February 29, 2008, directors of the Company
      own 3,000,000 common shares.                                                                                                                                             
|      
|Note 6 | Deferred Income Taxes                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                  
|       | The following table summarizes the significant components
      of the Companys deferred tax assets:                                                                                                                            

| |                                                        |   | 2008    |   |   | 2007    |  
| | ------------------------------------------------------ | - | ------- | - | - | ------- | -
| |                                                        |   |         |   |   |         |  
| | Future income tax assets:                              |   |         |   |   |         |  
| | Non-capital loss carry-forward                         | $ | 37,519  |   | $ | 22,108  |  
| | Valuation allowance for
      future income tax assets |   | (37,519 | ) |   | (22,108 | )
| |                                                        |   |         |   |   |         |  
| | Future income tax asset, net                           | $ | -       |   | $ | -       |  

The amount taking into income as
deferred tax assets must reflect that portion of the income tax loss
carryforwards that is more likely than not to be realized from future
operations. The Company has chosen to provide an allowance of 100% against all
available income tax loss carryforwards, regardless of their time of expiry.

At February 29, 2008, the Company has
accumulated non-capital losses totalling $109,963 which are available to reduce
taxable income in future taxation years. These losses expire between 2016 and
2028. The non-capital losses expire as follows:

| | 2016 | $ | 35,533  | 
| | ---- | - | ------- | 
| | 2027 |   | 54,597  | 
| | 2028 |   | 19,833  | 
| |      |   |         | 
| |      | $ | 109,963 | 

---

- 14 -

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

None.

Item 8A. Controls and Procedures.

We maintain disclosure controls
and procedures that are designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and that
such information is accumulated and communicated to our management, including
our president and chief executive officer (who is acting as our principal
executive officer) and our secretary and treasurer (who is acting as our
principal financial officer and principle accounting officer) to allow for
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

As of February 29, 2008, the end
of the year covered by this report, our president and chief executive officer
(who is acting as our principal executive officer) and our secretary and
treasurer (who is acting as our principal financial officer and principle
accounting officer) carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on the foregoing,
our president and chief executive officer (who is acting as our principal
executive officer) and our secretary and treasurer (who is acting as our
principal financial officer and principle accounting officer) concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this annual report.

There have been no significant
changes in our internal controls over financial reporting that occurred during
the year ended February 29, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.

Item 8A(T) Controls and Procedures.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls
and procedures that are designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms,
and that such information is accumulated and communicated to our management,
including our president and chief executive officer (who is acting as our
principal executive officer) and our secretary and treasurer (who is acting as
our principal financial officer and principle accounting officer) to allow for
timely decisions regarding required disclosure.

As of February 29, 2008, the end
of our fiscal year covered by this report, we carried out an evaluation, under
the supervision and with the participation of our president and chief executive
officer (who is acting as our principal executive officer) and our secretary and
treasurer (who is acting as our principal financial officer and principle
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
chief executive officer (who is acting as our principal executive officer) and
our secretary and treasurer (who is acting as our principal financial officer
and principle accounting officer) concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this annual
report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In
fulfilling this

---

- 15 -

responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of control
procedures. The objectives of internal control include providing management with
reasonable, but not absolute, assurance that assets are safeguarded against loss
from unauthorized use or disposition, and that transactions are executed in
accordance with managements authorization and recorded properly to permit the
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States. Our management assessed the
effectiveness of our internal control over financial reporting as of February
29, 2008. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework. Our management has concluded
that, as of February 29, 2008, our internal control over financial reporting is
effective in providing reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with US generally accepted accounting principles. Our
management reviewed the results of their assessment with our Board of
Directors.

This annual report does not
include an attestation report of our companys registered public accounting firm
regarding internal control over financial reporting. Managements report was not
subject to attestation by our companys registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit our company to provide only managements report in this annual
report.

Inherent limitations on effectiveness of
controls

Internal control over financial
reporting has inherent limitations which include but is not limited to the use
of independent professionals for advice and guidance, interpretation of existing
and/or changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgement and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant
changes in our internal controls over financial reporting that occurred during
the year ended February 29, 2008 that have materially or are reasonably likely
to materially affect, our internal controls over financial reporting.

Item 8B. Other Information.

None.

PART III

Item 9. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange
Act.

All directors of our company hold
office until the next annual meeting of the stockholders or until their
successors have been elected and qualified. The officers of our company are
appointed by our board of directors and hold office until their death,
resignation or removal from office. Our directors and executive officers, their
ages, positions held, and duration as such, are as follows:

---

- 16 -

Name
    Position Held with the Company
    Age
    Date First Elected or AppointedRobert Fraser
    President, Chief Executive Officer and
      Director
    51
    May 2, 2005William Grossholz
    Secretary, Treasurer and Director
    51
    May 2, 2005Robert McIsaac
    Director
    47
    May
      2, 2005


Business Experience

The following is a brief account
of the education and business experience of each director and executive officer
during at least the past five years, indicating each persons business
experience, principal occupation during the period, and the name and principal
business of the organization by which they were employed.

Robert Fraser

Robert Fraser has extensive
experience in sales, marketing and consulting in the networking and
communication sectors. Mr. Fraser has been the President and Chief Executive
Officer of Max Pacific Power Inc. from January, 2007 to present. Max Pacific
Power Inc. is in the business of identification, acquisition and development
small hydro and other clean energy projects in British Columbia, Canada. Mr.
Fraser has been the President and CEO of Nechako Minerals Corp. from December,
2006 to present. Nechako Minerals Corp. is in the business of acquisition,
exploration and development of natural resource properties in British Columbia,
Canada. Mr. Fraser is President of Canadian Financial Processing Inc., a British
Columbia company, which position he has held since October 13, 2005. Mr. Fraser
was Marketing Manager of Galaxy Multimedia Corp. from September 2004 to December
2005 until his promotion to President in December 2005, which position he held
until June 2006. Galaxy Multimedia is a voice over internet protocol wholesale
provider in Canada. Mr. Fraser was the Chief Operating Officer for Corinex
Communications Corp. from May 2002 to May 2004. Corinex Communications is a
research and development company specializing in networking products and
services with world-wide sales. Mr. Fraser, with Corinex Communications,
developed innovative models for marketing and distributing networking and other
peripheral devices, involving manufacturing, sales channels and inventory
financing. Prior to joining Corinex Communications, Mr. Fraser was President and
Chief Executive Officer of AlphaStream Wireless Inc. from September 1999 to
April 2002, a company marketing telecommunication products. In addition, Mr.
Fraser has also been President of VOIP Technology Inc. and GWP Enterprises Ltd.
both companies are in the telecommunication business marketing voice over
internet protocol wholesale and retail long distance carrier services and
equipment. Mr. Fraser also held a variety of positions from 1981 to 1996 at Dun
& Bradstreet Canada, starting as a business analyst and culminating as
Manager-Marketing Services. Dun & Bradstreet is considered a world leader in
business information systems. Mr. Fraser was a consultant for VOIP Technology
Inc., a British Columbia company, from May 2004 to September 2004.

Mr. Fraser currently spends approximately 2 hours per week
providing services to our company, which represents approximately 5% of his
weekly working hours. He spends the remainder of his working hours working on
various other business endeavours.

William Grossholz

William Grossholz is a Chartered
Accountant, registered with the Institute of Chartered Accountants in British
Columbia with a strong financial management, administration, accounting and tax
background. Mr. Grossholz has been the Controller and a Director of Max Pacific
Power Inc. from January, 2007 to present. Max Pacific Power Inc. is in the
business of identification, acquisition and development small hydro and other
clean energy projects in British Columbia, Canada. Mr. Grossholz has been the
Chief Financial Officer and a Director of Nechako Minerals Corp. from December,
2006 to present. Nechako Minerals Corp. is in the business of acquisition,
exploration and development of natural resource properties in British Columbia,
Canada. From September 2005 until present, Mr. Grossholz has managed the
financial affairs of Hakai Networks Inc., a networking company targeting the
cable television industry. Mr. Grossholz was also the Controller for Galaxy
Multimedia Corp. from

---

- 17 -

July 2005 to April 2006. Galaxy Multimedia is a voice over
internet protocol wholesale provider in Canada. From July 2001 to July 2005, Mr.
Grossholz was a founder and the Chief Financial Officer of the Chandler
Development Group of companies, responsible for running the financial operations
of the organization. Chandler Development Group is a $250,000,000 real estate
development entity with numerous projects in British Columbia and the United
States. Mr. Grossholz has been an Officer and Controller for the Canadian
operations of Corinex Communications Corp. from May 2002 to May 2003. Corinex
Communications is a research and development company specializing in networking
products and services with world-wide sales. Mr. Grossholz has assisted in
developing financing models for the marketing and distribution of networking and
other peripheral devices. Mr. Grossholz was a director and Controller of
AlphaStream Wireless Inc., from September 1999 to April 2002, a company
marketing telecommunications products. In addition, Mr. Grossholz has also been
a director of VOIP Technology Inc. and GWP Enterprises Ltd., both companies of
which are in the telecommunications business, marketing voice over internet
protocol wholesale and retail long distance carrier services and equipment. Mr.
Grossholz operated a successful chartered accountancy practice in Vancouver for
fourteen years, from May 1985 to June 2000, and spent two years as a Senior
Business Auditor for the Canada Revenue Agency.

Mr. Grossholz currently spends
approximately 2 hours per week providing services to our company, which
represents approximately 5% of his working hours. He spends the remainder of his
working hours working on various other business endeavors.

Robert McIsaac

Robert McIsaac has been an owner
and operator of a trade company for the past 28 years, from 1980 to 2008,
contracting in Whistler and Vancouver as Bob McIsaac professional Roofing
Services. Mr. McIsaac managed all operations of the company including sales,
collections, marketing and customer service. Mr. McIsaac brings fundamental
technical knowledge relating to the lighting and signage industry as well as a
sound understanding of the business aspects associated with the industry.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers
and control persons have not been involved in any of the following events during
the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Securities
Exchange Act requires our executive officers and directors, and persons who own
more than 10% of our common stock, to file reports regarding ownership of, and
transactions in, our securities

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with the Securities and Exchange Commission and to provide us
with copies of those filings. Based solely on our review of the copies of such
forms received by us, or written representations from certain reporting persons,
we believe that during fiscal year ended February 29, 2008, all filing
requirements applicable to its officers, directors and greater than 10% percent
beneficial owners were complied with.

Code of Ethics

Our company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our company's president (being our principal executive officer) and our
company's secretary (being our principal financial and accounting officer and
controller), as well as persons performing similar functions. As adopted, our
Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:

| | (1) | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                              
| | (2) | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
| |     |                                                                                                                                                                                                                              
| | (3) | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
| |     |                                                                                                                                                                                                                              
| | (4) | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
| |     |                                                                                                                                                                                                                              
| | (5) | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and
Ethics requires, among other things, that all of our company's personnel shall
be accorded full access to our president and secretary with respect to any
matter which may arise relating to the Code of Business Conduct and Ethics.
Further, all of our company's personnel are to be accorded full access to our
company's board of directors if any such matter involves an alleged breach of
the Code of Business Conduct and Ethics by our president or secretary.

In addition, our Code of Business
Conduct and Ethics emphasizes that all employees, and particularly managers
and/or supervisors, have a responsibility for maintaining financial integrity
within our company, consistent with generally accepted accounting principles,
and federal , provincial and state securities laws. Any employee who becomes
aware of any incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our company's president or
secretary. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by the president or secretary, the incident must be reported
to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and
Ethics was filed as Exhibit 14.1 to our quarterly report on Form 10-QSB filed
with the Securities and Exchange Commission on February 28, 2007. We will
provide a copy of the Code of Business Conduct and Ethics to any person without
charge, upon request. Requests can be sent to: Lions Gate Lighting Corp., 200 -
375 Water Street, Vancouver, BC, Canada V6B 5C6.

Nomination Process

As of May 15, 2008, we did not
effect any material changes to the procedures by which our shareholders may
recommend nominees to our board of directors. Our board of directors does not
have a policy with regards to the consideration of any director candidates
recommended by our shareholders. Our board of directors has determined that it
is in the best position to evaluate our companys requirements as well as the
qualifications of each

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candidate when the board considers a nominee for a position on
our board of directors. If shareholders wish to recommend candidates directly to
our board, they may do so by sending communications to the President of our
company at the address on the cover of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit
committee at the present time. Our board of directors has determined that we do
not have a board member that qualifies as an "audit committee financial expert"
as defined in Item 401(e) of Regulation S-B. We have determined that Robert
McIsaac qualifies as an independent director as the term "independent" is used
in Section 803 of the Amex Company Guide.

We believe that our members of
our board of directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. The board of directors of our company does not believe that it is
necessary to have an audit committee because we believe that the functions of an
audit committee can be adequately performed by the board of directors. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated any revenues from operations to
date.

Item 10. Executive Compensation.

The particulars of compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                  
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the year ended February
      29, 2008; and                                                                                           
| |     |                                                                                                                                                                                                                                                  
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the most recently
      completed financial year,

who we will collectively refer to as the named executive
officers, of our company for the years ended February 29, 2008 and February 28,
2007, are set out in the following summary compensation tables:

SUMMARY COMPENSATION
      TABLEName
      and Principal Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards
      ($)
    Non-Equity
      Incentive Plan Compensa- tion
      ($)
    Change in
      Pension Value and Nonqualified
      Deferred Compensation Earnings
      ($)
    All
      Other Compensa- tion ($)
    Total ($)Robert Fraser President, Chief
      Executive Officer and Director(1)
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilWilliam Grossholz Secretary,
      Treasurer and Director(2)
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil


|(1) | Robert Fraser was appointed as our President, Chief
      Executive Officer and director on May 2, 2005.
|--- | --------------------------------------------------------------------------------------------------------
|    |                                                                                                         
|(2) | William Grossholz was appointed as our Secretary,
      Treasurer and director on May 2, 2005.          

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- 20 -

We have not entered into any
employment agreement or consulting agreements with our directors and executive
officers. There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors.

Stock Options and Stock Appreciation Rights

From the date of inception (May
2, 2005) and up to February 29, 2008, we did not grant any stock options or
stock appreciation rights to any of our directors or officers and there were no
stock options or stock appreciation rights outstanding on February 29, 2008.

Director Compensation

We reimburse our directors for
expenses incurred in connection with attending board meetings. We did not pay
any other directors fees or other cash compensation for services rendered as a
director for the year ended February 29, 2008.

We have no formal plan for
compensating our directors for their service in their capacity as directors,
although such directors are expected in the future to receive stock options to
purchase common shares as awarded by our board of directors or (as to future
stock options) a compensation committee which may be established. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
Our board of directors may award special remuneration to any director
undertaking any special services on our behalf other than services ordinarily
required of a director. No director received and/or accrued any compensation for
their services as a director, including committee participation and/or special
assignments.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth,
as of May 15, 2008, certain information with respect to the beneficial ownership
of our common stock by each stockholder known by us to be the beneficial owner
of more than 5% of our common stock and by our directors and executive officers.
Each person has sole voting and investment power with respect to the shares of
common stock, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the shares of common stock, except as otherwise indicated.
Except as otherwise noted, the number of shares beneficially owned includes
common stock which the named person has the right to acquire, through conversion
or option exercise, or otherwise, within 60 days after May 15, 2008. Beneficial
ownership calculations for 5% stockholders are based solely on publicly filed
Schedule 13Ds or 13Gs, which 5% stockholders are required to file with the
Securities and Exchange Commission.

Name and Address of Beneficial Owner
    Amount and Nature of Beneficial
      Ownership
    Percentage of Class(1)Robert Fraser 2445 Sunnyside View Abbotsford B.C,
      V2T 4K7 Canada
    1,000,000
    12.5%William Grossholz 5759 Westport Road
      West Vancouver, B.C. V7W 2X7 Canada
    1,000,000
    12.5%


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Name and Address of Beneficial Owner
    Amount and Nature of Beneficial
      Ownership
    Percentage of Class(1)Robert McIsaac 3475 Fromme Road North Vancouver,
      B.C. V7K 2E4 Canada
    1,000,000
    12.5%Directors and Officers (3) (as a group)
    3,000,000
    37.5%


(1) Based on 8,000,000 shares outstanding as of May 15, 2008.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Except as otherwise indicated, we believe that
the beneficial owners of the common stock listed above, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable.

Changes in Control

We are unaware of any contract or
other arrangement the operation of which may at a subsequent date result in a
change in control of our company.

Equity Compensation Plan Information

As at February 29, 2008, we do not
have any equity compensation plans in place.

Item 12. Certain Relationships and Related Transactions and
Director Independence.

Except as described below, no
director, executive officer, principal shareholder holding at least 5% of our
common shares, or any family member thereof, had any material interest, direct
or indirect, in any transaction, or proposed transaction, during the year ended
February 29, 2008, in which the amount involved in the transaction exceeded or
exceeds the lesser of $120,000 or one percent of the average of our total assets
at the year end for the last three completed fiscal years.

As at February 29, 2008, our
company owed loans to directors of our company which totalled $57,878. These
loans are unsecured, do not bear interest and have no fixed terms of
repayment.

Corporate Governance

We do not have a standing audit
committee at the present time. Our board of directors has determined that we do
not have a board member that qualifies as an "audit committee financial expert"
as defined in Item 407(d)(5)(ii) of Regulation S-B. We have determined, however,
that Robert McIsaac is an independent director as defined in section 803 of the
Amex Company Guide.

We believe that our members of
our board of directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. The board of directors of our company does not believe that it is
necessary to have an audit committee because we believe that the functions of an
audit committee can be adequately performed by the board of directors. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated any revenues from operations to
date.

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Transactions with Independent Directors

Our independent director did not
enter into any transaction, relationship or arrangement during the year ended
February 29, 2008 that was considered by our board of directors in determining
whether the director maintained his independence in accordance with section 803
of the Amex Company Guide.

Item 13. Exhibits.

Exhibits Required by Item 601 of Regulation S-B

The following Exhibits are filed with this report:

| | Exhibit | Description                                                                                                                                                                                      
| | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Number  |                                                                                                                                                                                                  
| | 3.1     | Articles of Incorporation
        (incorporated by reference from our SB-2 filed on July 12, 2006)                                                                                               
| | 3.2     | Bylaws (incorporated by reference
        from our SB-2 filed on July 12, 2006)                                                                                                                  
| | 10.1    | Form of Subscription
        Agreement used in the private placements between our company and 30 investors
        (incorporated by reference from our SB-2 filed on July 12 2006):              
| | 10.2    | Distribution Agreement between
        our company and Sunway Lighting Corp. (incorporated by                                                                                                    
| |         | reference from
        our SB-2/A filed on September 22, 2006)                                                                                                                                   
| | 10.3    | Material terms of verbal consulting
        agreement entered into between our company and Cam Fraser (incorporated
        by reference from our SB-2/A filed on September 22, 2006)            
| | 10.4    | Material terms
        of verbal consulting agreement entered into between our company and Robert
        McIsaac (incorporated by reference from our SB-2/A filed on September
        22, 2006)
| | 10.5    | Letter Agreement dated June 6,
        2007, between our company and Sunway Lighting Corp. (incorporated by reference
        from our Annual Report on Form 10-KSB filed on June 13, 2007)      
| | 14.1    | Code of Ethics
        (incorporated by reference from our Quarterly Report on Form 10-QSB filed
        on February 28, 2007)                                                                   
| | 21.1    | Subsidiaries of Lions Gate Lighting
        Corp.: LG Lighting Corp., a British Columbia company                                                                                                 
| | 31.1*   | Section
        302 Certification of Robert Fraser                                                                                                                                               
| | 31.2*   | Section
        302 Certification of William Grossholz                                                                                                                                           
| | 32.1*   | Section
        906 Certification of Robert Fraser and William Grossholz                                                                                                                         

* Filed herewith

Item 14. Principal Accountant Fees and Services.

Audit Fees

Our board of directors appointed
Madsen & Associates, CPAs Inc. as independent auditors to audit our
financial statements for the current fiscal year. The aggregate fees billed by
Madsen & Associates, CPAs Inc. for professional services rendered for the
audit of our annual financial statements included in this annual report on Form
10-KSB for the fiscal year ended February 29, 2008 were $3,525 and for the
fiscal year ended February 28, 2007 were $3,200.

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- 23 -

Audit Related Fees

For the fiscal years ended
February 29, 2008 and February 28, 2007, the aggregate fees billed for assurance
and related services by Madsen & Associates, CPAs Inc. relating to our
quarterly financial statements which are not reported under the caption "Audit
Fees" above, were $1,680 and $1,690, respectively.

Tax Fees

For the fiscal years ended
February 29, 2008 and February 28, 2007, the aggregate fees billed for tax
compliance, by Madsen & Associates, CPAs Inc. were $nil.

All Other Fees

For the fiscal years ended
February 29, 2008 and February 28, 2007, the aggregate fees billed by Madsen
& Associates, CPAs Inc. for other non-audit professional services, other
than those services listed above, totalled $nil.

Our board of directors, who acts
as our audit committee, has adopted a policy governing the pre-approval by the
board of directors of all services, audit and non-audit, to be provided to our
company by our independent auditors. Under the policy, the board or directors
has pre-approved the provision by our independent auditors of specific audit,
audit related, tax and other non-audit services as being consistent with auditor
independence. Requests or applications to provide services that require the
specific pre-approval of the board of directors must be submitted to the board
of directors by the independent auditors, and the independent auditors must
advise the board of directors as to whether, in the independent auditor's view,
the request or application is consistent with the Securities and Exchange
Commission's rules on auditor independence.

The board of directors has
considered the nature and amount of the fees billed by Madsen & Associates,
CPAs Inc. and believes that the provision of the services for activities
unrelated to the audit is compatible with maintaining the independence of Madsen
& Associates, CPAs Inc.

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- 24 -

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

LIONS GATE LIGHTING CORP.

|/s/ Robert
      Fraser                                                  | 
|------------------------------------------------------------------------ | 
|By: Robert Fraser, President, Chief Executive
      Officer and Director
|(Principal Executive Officer)                                           
|Dated: May 29, 2008                                                     

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|/s/ Robert Fraser                                                        | 
|------------------------------------------------------------------------ | 
|By: Robert Fraser, President, Chief Executive Officer
      and Director
|(Principal Executive Officer)                                           
|Dated: May 29, 2008                                                     
|                                                                        
|                                                                        
|                                                                        
|/s/ William Grossholz                                                    | 
|By: William Grossholz, Secretary, Treasurer and Director                
|(Principal Financial Officer and Principal Accounting
      Officer)    
|Dated: May 29, 2008                                                     

---