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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2009

[ ] 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.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 47-0930829                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|600  999 West Hastings Street                                       |                                     
|Vancouver, BC, Canada                                                | V6C 2W2                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
604.729.5759

Securities registered under Section 12(b) of the Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

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

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes[ ] No[x]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act.

Yes[ ] No [x]

Indicate by check mark whether the registrant has (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes[x] No[ ]

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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files)

Yes[ ] No[ ]

(Not currently applicable to the Registrant)

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not 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-K or any amendment to this Form 10-K.

[x]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer | [ ] | (Do not check if a smaller
      reporting company) | Accelerated filer | [ ]
|----------------------- | --- | --------------------------------------------------- | ----------------- | ---
|Non-accelerated filer   | [ ] | Smaller reporting company                           | [x]              

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).

Yes[x] No[ ]

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 last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $50,000 based on a price of $0.01 per share.
The common shares of the Issuer have not traded to date. As a result, aggregate
market value has been determined by the issue price per share of the last
private placement of the Issuer, whereby common shares were issued at $0.01 per
share during June 2005.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes[ ] No[ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
7,450,000 shares of common stock as of May 15, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

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PART I

Forward-Looking Statements.

This report contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, intends, 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 Item 1A Risk Factors
commencing on page 5 of this report, which may cause our or our industrys
actual results, levels of activity or performance to be materially different
from any future results, levels of activity or performance 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 or performance. 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.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to common shares
refer to the common shares in our capital stock.

As used in this report and unless otherwise indicated, the
terms we, us and our refer to Lions Gate Lighting Corp., and the term LG
Lighting means LG Lighting Corp.

ITEM 1. BUSINESS

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. To date, we have been unsuccessful in
entering into an agreement with a new supplier in order to resume our business
of selling and marketing lighting technology products. Consequently, we are
pursuing alternate business opportunities in order to maximize shareholder
value. Such opportunities may involve entities outside of the lighting
technology business. We may seek a business opportunity with entities that have
recently commenced operations, or entities who wish to utilize the public
marketplace in order to raise additional capital to expand business development
activities, to develop a new product or service or for other corporate purposes.
We may acquire assets and establish wholly-owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries. In certain instances,
a target business may wish to become a subsidiary of us or may wish to
contribute assets to us rather than merge.

In implementing a structure for a particular business
acquisition or opportunity, we may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another corporation
or entity. We may also acquire stock or assets of an existing business. Upon the
consummation of a transaction, it is possible that our present management will
no longer be in control of our company. In addition, it is possible that our
officers and directors will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new officers and
directors.

We anticipate that any new acquisitions or business
opportunities by our company will require additional financing. If our company
requires additional financing and we are unable to acquire such funds, our
business may fail.

As of the date hereof, management has not entered into any
formal written agreements for a business combination or opportunity. When any
such agreement is reached, we intend to disclose such an agreement by filing a
current report on Form 8-K with the Securities and Exchange Commission.

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We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes that there are numerous firms in various industries seeking
the perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.

Competition

We have been engaged in the business of marketing lighting
products and accessories throughout our target markets of North America. To
date, we have not been as successful as hoped in implementing our business.
Consequently, we are now pursuing alternate business opportunities, including
opportunities with entities in sectors outside of the lighting technology
business. We are competing with other companies for both the acquisition of
prospective businesses and the financing necessary to develop such businesses.
In seeking out alternate business opportunities, we have encountered intense
competition as we compete directly with other development stage companies as
well as established international companies. Many of our competitors have far
greater resources, capital and access to information than us. Accordingly, these
competitors may be able to spend greater amounts on the acquisition and
development of a business. This competition could result in our competitors
obtaining businesses of greater quality and attracting prospective investors to
finance the development of such businesses on more favorable terms. As a result
of this competition, we may become involved in an acquisition with more risk or
obtain financing on less favorable terms.

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.

ITEM 1A. RISK FACTORS

Risks Related to our Business

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 and 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.

Such estimates, projections or other forward-looking statements
involve various risks and uncertainties as outlined below. We caution the reader
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.

On August 31, 2007, our sole distribution agreement with
Sunway Lighting terminated. Since then, we have operated without a supplier of
lighting products and accessories. We have been unsuccessful in entering into an
agreement with a new supplier and consequently are now pursuing alternate
business opportunities. There is no assurance that we will be successful in
finding such an opportunity.

Our supplier agreement with our former sole supplier, Sunway
Lighting Technology, was terminated on August 31, 2007. To date, we have not
been successful in establishing a relationship with a new supplier.
Consequently, we have determined to pursue alternate business opportunities in
order to maximize shareholder value. We can provide no assurance that we will be
able to locate compatible business opportunities. In the event that we do
identify a potential business

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opportunity, we will incur substantial expenses in the
acquisition and development of such business. We therefore expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from our activities, our entire business
may fail. There is no history upon which to base any assumption as to the
likelihood that we will be successful in our pursuit of a new business
opportunity. Even if we are able to acquire a new business opportunity, there is
no assurance that we will generate any revenues or that revenues generated will
be sufficient to provide a return to investors.

The worldwide macroeconomic downturn may reduce the ability
of our company to obtain the financing necessary to continue our business and
may reduce the number of viable businesses that we may wish to acquire.

In 2008 and 2009, there has been a downturn in general
worldwide economic conditions due to many factors, including the effects of the
subprime lending and general credit market crises, volatile but generally
declining energy costs, slower economic activity, decreased consumer confidence
and commodity prices, reduced corporate profits and capital spending, adverse
business conditions, increased unemployment and liquidity concerns. In addition,
these macroeconomic effects, including the resulting recession in various
countries and slowing of the global economy, will likely result in decreased
business opportunities as potential target companies face increased financial
hardship. Tightening credit and liquidity issues will also result in increased
difficulties for our company to raise capital for our continued operations and
to consummate a business opportunity with a viable business.

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 fiscal years ended February 28, 2009
and February 29, 2008. As at February 28, 2009, we had cash of $7,895 and a
working capital deficiency of $64,234. We do not expect to generate cash flow
from operations in the foreseeable future. We estimate that we will require
between $30,000 and $70,000 to carry out our business plan for the next twelve
month period. Accordingly, we will require additional funds, either from equity
or debt financing, to maintain our daily operations and to locate, acquire and
develop a prospective business opportunity. Obtaining additional financing is
subject to a number of factors, including investor acceptance of any business we
may acquire in the future and investor sentiment. Financing, therefore, may not
be available on acceptable terms, if at all. The most likely source of future
funds presently available to us is through the sale of equity capital. Any sale
of share capital, however, will result in dilution to existing shareholders. If
we are unable to raise additional funds when required, we may be forced to delay
potential business acquisitions and our entire business may fail.

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. At February 28, 2009, 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 revenues until
we acquire and develop a new business opportunity. We estimate our average
monthly operating expenses to be between $2,500 and $5,833 per month. We will
not be able to effectively pursue a new business opportunity without obtaining
further financing. Our primary source of funds has been the sale of our common
stock. If we cannot attract additional financing, we will not be able to acquire
and develop a new business opportunity or generate any significant revenues or
income. 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 28, 2009.

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
to a number of factors, including investor acceptance. Furthermore, there is no
assurance that we will not incur further debt in the future, that we

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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
pursue a new business opportunity, 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. 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 be forced to delay a new business acquisition or our entire business may
fail.

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 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.

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
32.9% 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 7,450,000 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.

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ITEM 2. PROPERTIES.

Executive Offices

Our principal office is located at Suite 600  999 West
Hastings Street, Vancouver British Columbia V6C 2W2. Directors of our company
provide us with the use of approximately 200 square feet of office space at no
cost. We have never paid nor been charged rent for the use of these premises. 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. When and if we require additional space, we intend to move at that time.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

None.

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PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for 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.

Holders of our Common Stock

As of May 15, 2009, there were 32 holders of record of
our common stock. As of such date, 7,450,000 common shares of our company were
issued and outstanding, after taking into account 550,000 shares of common stock that one of our former directors has agreed to return to treasury.

National Stock Transfer Inc. is the registrar and transfer
agent for our common shares. Their address is 51512 S 1100 E Ste B, Salt Lake
City, Utah 84105 (telephone number: 801-485-7978).

Dividend Policy

We have not declared or paid any cash dividends since
inception. Although there are no restrictions that limit our ability to pay
dividends on our common shares, we intend to retain future earnings, if any, for
use in the operation and expansion of our business and do not intend to pay any
cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities

We did not issue any equity securities that were not registered
under the Securities Act during the fiscal year ended February 28, 2009.

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 28, 2009.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our
audited 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 below and
elsewhere in this annual report.

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

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Results of Operations for the Fiscal Years ended February
28, 2009 and February 29, 2008

During the years ended February 28, 2009 and February 29, 2008,
we generated no revenue. On August 31, 2007, our sole supplier agreement with
Sunway Lighting terminated. To date, we have been unsuccessful in entering into
an agreement with a new supplier in order to resume our business of selling and
marketing lighting technology products. Consequently, our company is pursuing
alternate business opportunities in order to maximize shareholder value. Such
opportunities may involve opportunities with entities outside of the lighting
technology business. We may seek a business opportunity with entities that have
recently commenced operations, or entities who wish to utilize the public
marketplace in order to raise additional capital to expand business development
activities, to develop a new product or service or for other corporate purposes.
We may acquire assets and establish wholly-owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries. In certain instances,
a target business may wish to become a subsidiary of us or may wish to
contribute assets to us rather than merge.

We anticipate that any new acquisitions or business
opportunities by our company will require additional financing. If we require
additional financing and we are unable to acquire such funds, our business may
fail. Even if we are able to acquire a new business opportunity, there is no
assurance that we will generate any revenues or that revenues generated will be
sufficient to provide a return to investors.

During the year ended February 28, 2009, our operating expenses
totaled $19,814, compared to $19,833 for year ended February 29, 2008. We
reported a loss from operations of $19,814 for the year ended February 28, 2009,
compared to a loss from operations of $19,833 for the year ended February 29,
2008. Management anticipates that expenses will remain relatively constant until
we enter into a distribution agreement and recommence business operations or
until we identify and consummate an alternate business opportunity. During the
years ended February 28, 2009 and February 29, 2008, we incurred $19,814 and
$19,833 in general and administration expenses, respectively.

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. In addition, there is some doubt about
our ability to continue as a going concern.

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 $30,000 to $70,000 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 28, 2009 was $7,895. As at
February 28, 2009, we had a working capital deficiency of $64,234. We require
funds to enable us to address our minimum current and ongoing expenses and
identify and acquire an alternate business opportunity. We anticipate that our
cash on hand 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.

We will incur additional expenses if we are successful in
entering into an agreement to acquire a new business opportunity. In the event
that we do acquire such a business, we will require significant funds to develop
the business in addition to any

- 10 -

---

acquisition costs. It is not possible to estimate such funding
requirements until such time as we enter into a definitive agreement to acquire
an interest in a business or enter into a business combination.

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 28, 2009, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial 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 of our business is dependent upon our
company locating and acquiring a business opportunity and achieving a profitable
level of operation. 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 $20,556 for the year ended
February 28, 2009, compared to $25,692 for the year ended February 29, 2008. The
decrease in cash used in operating activities during the year ended February 28,
2009 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 28, 2009 and February 29, 2008.

Financing Activities

Financing activities provided cash of $10,795 for the year
ended February 28, 2009 and cash of $34,757 for the year ended February 29,
2008. Financing activities were raised solely from related parties during the
years ended February 28, 2009 and February 29, 2008.

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

- 11 -

---

estimates and assumptions involved with the following aspects
of our consolidated financial statements is critical to an understanding of our
financials.

Going Concern

The audited consolidated financial statements for the year
ended February 28, 2009 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 28, 2009, there were no new accounting policies
that will materially effect our company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not applicable

- 12 -

---

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

LIONS GATE LIGHTING CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2009 and February 29, 2008

(Stated in US Dollars)

- 13 -

---

|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 Corp. 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, Corp. and Subsidiary (A Development Stage Company) at
February 28, 2009 and February 29, 2008 and the consolidated statements of
operations and cash flows for the years ended February 28, 2009 and February 29,
2008 and for the period September 1, 2007 (commencement of Development Stage) to
February 28, 2009 and stockholders' equity for the period May 2, 2005 (date of
inception) to February 28, 2009. 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 audits provide 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 28, 2009 and February 29, 2008 and the
results of operations and cash flows for the years ended February 28, 2009 and
February 29, 2008 and for the period September 1, 2007 (commencement of
Development Stage) to February 28, 2009, 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 |                                  
|-------------------- | ---------------------------------
|May 14,2009          | s\Madsen & Associates, CPAs Inc.

- 14 -

---

|LIONS GATE LIGHTING CORP. AND SUBSIDIARY
|----------------------------------------
|(A Development Stage Company)           
|CONSOLIDATED BALANCE SHEETS             
|February 28, 2009 and February 29, 2008 
|(Stated in US Dollars)                  

|                                                      |   | February 28, |   |   | February 29, |  
|----------------------------------------------------- | - | ------------ | - | - | ------------ | -
|ASSETS                                                |   | 2009         |   |   | 2008         |  
|                                                      |   |              |   |   |              |  
|Current                                               |   |              |   |   |              |  
|Cash                                                  | $ | 7,895        |   | $ | 1,721        |  
|                                                      |   |              |   |   |              |  
|LIABILITIES                                           |  
|                                                      |   |              |   |   |              |  
|Current                                               |   |              |   |   |              |  
|Accounts payable                                      | $ | 3,456        |   | $ | 4,198        |  
|Due to related
      parties  Note 3                 |   | 68,673       |   |   | 57,878       |  
|                                                      |   |              |   |   |              |  
|Total current liabilities                             |   | 72,129       |   |   | 62,076       |  
|                                                      |   |              |   |   |              |  
|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 (loss)                           |   | 12,543       |   |   | (3,392       | )
|Deficit                                               |   | (129,777     | ) |   | (109,963     | )
|                                                      |   |              |   |   |              |  
|Total stockholders deficiency                        |   | (64,234      | ) |   | (60,355      | )
|                                                      |   |              |   |   |              |  
|                                                      | $ | 7,895        |   | $ | 1,721        |  

Nature and Continuance of Operations  Note 1

SEE ACCOMPANYING NOTES

- 15 -

---

|LIONS GATE LIGHTING CORP. AND SUBSIDIARY                                  
|--------------------------------------------------------------------------
|(A Development Stage Company)                                             
|CONSOLIDATED STATEMENT OF OPERATIONS                                      
|for the years ended February 28, 2009 and February 29,
      2008 and     
|for the period September 1, 2007 (Commencement of
      Development Stage)
|to February 28, 2009                                                      
|(Stated in US Dollars)                                                    

|                                              |   |              |   |   |              |   |   | September 1,   |  
|--------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                              |   |              |   |   |              |   |   | 2007           |  
|                                              |   |              |   |   |              |   |   | (Commencement  |  
|                                              |   |              |   |   |              |   |   | of Development |  
|                                              |   | Years Ended  |   |   | Stage) to    |  
|                                              |   | February 28, |   |   | February 29, |   |   | February 28,   |  
|                                              |   | 2009         |   |   | 2008         |   |   | 2009           |  
|                                              |   |              |   |   |              |   |   |                |  
|Operating expenses                            | $ | (19,814      | ) | $ | (19,833      | ) | $ | (26,203        | )
|                                              |   |              |   |   |              |   |   |                |  
|Other:                                        |   |              |   |   |              |   |   |                |  
|Foreign currency translation adjustment       |   | 15,935       |   |   | (7,560       | ) |   | 11,490         |  
|                                              |   |              |   |   |              |   |   |                |  
|Comprehensive loss for the period             | $ | (3,879       | ) | $ | (27,393      | ) | $ | (14,713        | )
|                                              |   |              |   |   |              |   |   |                |  
|Basic and diluted loss per share              | $ | (0.00        | ) | $ | (0.00        | ) |   |                |  
|                                              |   |              |   |   |              |   |   |                |  
|Weighted average number of shares outstanding |   | 8,000,000    |   |   | 8,000,000    |   |   |                |  

SEE ACCOMPANYING NOTES

- 16 -

---

|LIONS GATE LIGHTING CORP. AND SUBSIDIARY                                  
|--------------------------------------------------------------------------
|(A Development Stage Company)                                             
|CONSOLIDATED STATEMENT OF CASH FLOWS                                      
|for the years ended February 28, 2009 and February 29,
      2008 and     
|for the period September 1, 2007 (Commencement of
      Development Stage)
|to February 28, 2009                                                      
|(Stated in US Dollars)                                                    

|                                                  |   |              |   |   |              |   |   | September 1,   |  
|------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                  |   |              |   |   |              |   |   | 2007           |  
|                                                  |   |              |   |   |              |   |   | (Commencement  |  
|                                                  |   |              |   |   |              |   |   | of Development |  
|                                                  |   | Years Ended  |   |   | Stage) to    |  
|                                                  |   | February 28, |   |   | February 29, |   |   | February 28,   |  
|                                                  |   | 2009         |   |   | 2008         |   |   | 2009           |  
|                                                  |   |              |   |   |              |   |   |                |  
|Operating Activities                              |   |              |   |   |              |   |   |                |  
|Net loss for the
      period                     | $ | (19,814      | ) | $ | (19,833      | ) | $ | (26,203        | )
|Add item not involving cash:                      |   |              |   |   |              |   |   |                |  
|Depreciation                                      |   | -            |   |   | 788          |   |   | -              |  
|Changes in operating working
      capital items: |   |              |   |   |              |   |   |                |  
|Accounts receivable                               |   | -            |   |   | 3,014        |   |   | -              |  
|Accounts payable                                  |   | (742         | ) |   | (9,661       | ) |   | (6,221         | )
|                                                  |   |              |   |   |              |   |   |                |  
|                                                  |   | (20,556      | ) |   | (25,692      | ) |   | (32,424        | )
|                                                  |   |              |   |   |              |   |   |                |  
|Financing Activity                                |   |              |   |   |              |   |   |                |  
|Due to related
      parties                      |   | 10,795       |   |   | 34,757       |   |   | 24,606         |  
|                                                  |   |              |   |   |              |   |   |                |  
|Effect of foreign exchange on cash                |   | 15,935       |   |   | (7,560       | ) |   | 11,490         |  
|                                                  |   |              |   |   |              |   |   |                |  
|Increase in cash during the period                |   | 6,174        |   |   | 1,505        |   |   | 3,672          |  
|                                                  |   |              |   |   |              |   |   |                |  
|Cash, at beginning of the period                  |   | 1,721        |   |   | 216          |   |   | 4,223          |  
|                                                  |   |              |   |   |              |   |   |                |  
|Cash, end of the period                           | $ | 7,895        |   | $ | 1,721        |   | $ | 7,895          |  

SEE ACCOMPANYING NOTES

- 17 -

---

|LIONS GATE LIGHTING CORP. AND SUBSIDIARY       
|-----------------------------------------------
|(A Development Stage Company)                  
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY 
|for the period May 2, 2005 to February 28, 2009
|(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 | )
|Foreign currency transaction adjustment       |  | -            |  |   | -         |  |   | -          |  |   | 15,935        |   |   | -        |   |   | -           |   |   | 15,935  |  
|Net loss for the year                         |  | -            |  |   | -         |  |   | -          |  |   | -             |   |   | -        |   |   | (19,814     | ) |   | (19,814 | )
|                                              |  |              |  |   |           |  |   |            |  |   |               |   |   |          |   |   |             |   |   |         |  
|Balance, February 28, 2009                    |  | 8,000,000    |  | $ | 8,000     |  | $ | 45,000     |  | $ | 12,543        |   | $ | (103,574 | ) | $ | (26,203     | ) | $ | (64,234 | )

SEE ACCOMPANYING NOTES

- 18 -

---

|LIONS GATE LIGHTING CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|February 28, 2009 and February 29, 2008       
|(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 suppliers 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 28, 2009, 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 $129,777 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.

- 19 -

---

|Lions Gate Lighting Corp. and Subsidiary      
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2009 and February 29, 2008       
|(Stated in US Dollars)  Page 2               

|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 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.                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | 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.                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | 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 28, 2009, basic and diluted loss per share
      are equal because there are no outstanding common stock equivalents.                                                                                                                                                                                                                                                                                                                                                                                     

- 20 -

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|Lions Gate Lighting Corp. and Subsidiary      
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2009 and February 29, 2008       
|(Stated in US Dollars)  Page 3               

|Note 2 | Summary of Significant Accounting Policies (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | 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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company recognizes revenue on the sale and delivery
      of the product to the customer and when collection is reasonably assured.                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Advertising and Market Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company expenses advertising and market development
      costs as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Financial and Concentration Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The Company does not have any concentration or related
      financial credit risk.                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 3 | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | As at February 28, 2009, due to related parties consists
      of advances from directors totalling $68,673 (2008: $57,878). These
      advances are unsecured, do not bear interest and have no fixed terms of
      repayment.                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | As at February 28, 2009, directors of the Company own
      3,000,000 common shares.                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 4 | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | During the period ended February 28, 2009, the Company
      did not issue any common shares.                                                                                                                                                                                                                                                                                                                                                                                                                

- 21 -

---

|Lions Gate Lighting Corp. and Subsidiary      
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|February 28, 2009 and February 29, 2008       
|(Stated in US Dollars)  Page 4               

|Note 5 | Deferred Income Taxes                                                                                
|------ | -----------------------------------------------------------------------------------------------------
|       |                                                                                                      
|       | The following table summarizes the significant components
      of the Companys deferred tax assets:

| |                                                        |   | 2009    |   |   | 2008    |  
| | ------------------------------------------------------ | - | ------- | - | - | ------- | -
| |                                                        |   |         |   |   |         |  
| | Future income tax assets:                              |   |         |   |   |         |  
| | Non-capital loss
      carry-forward                   | $ | 39,906  |   | $ | 37,519  |  
| | Valuation allowance for future income
      tax assets |   | (39,906 | ) |   | (37,519 | )
| |                                                        |   |         |   |   |         |  
| | Future income tax asset, net                           | $ | -       |   | $ | -       |  

The amount taken 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 28, 2009, the Company has
accumulated non-capital losses totalling $129,777 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  | 
|2029 |   | 19,814  | 
|     |   |         | 
|     | $ | 129,777 | 

- 22 -

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Exchange Act
reports 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 Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow for timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, 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 management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Our disclosure controls and
procedures were designed to provide reasonable assurance that the controls and
procedures would meet their objectives.

As required by SEC Rule 13a-15(b), our management carried out
an evaluation, with the participation of our Chief Executive and Chief Financial
Officers, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective at the
reasonable assurance level.

Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. In order to evaluate the
effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment,
including testing, using the criteria in Internal Control  Integrated
Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Our system of internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.

Management has used the framework set forth in the report
entitled Internal Control-Integrated Framework published by the Committee of
Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate
the effectiveness of our internal control over financial reporting. Based on
this assessment, management has concluded that our internal control over
financial reporting was effective as of February 28, 2009.

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

There has been no change in our internal controls over
financial reporting during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

- 23 -

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at May 15, 2009, our directors and executive officers, their
ages, positions held, and duration of such, are as follows:

|Name(1)           | Position Held with our company                  | Age | Date First Elected or Appointed
|----------------- | ----------------------------------------------- | --- | -------------------------------
|Robert Fraser     | President, Chief Executive Officer and Director | 52  | May 2, 2005                    
|William Grossholz | Secretary, Treasurer and Director               | 52  | May 2, 2005                    

|    |                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Effective May 12, 2009, Robert McIsaac resigned as a director of our company.  On May 12, 2009, we entered into a return to treasury agreement with Mr. McIsaac whereby he agreed to return 550,000 shares of our common stock that he previously owned to our treasury for the sole purpose of retiring such shares.

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 principal occupation during the period, and the
name and principal business of the organization by which he was 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 Syntaris Power Corp. from January 2007
to present. Syntaris Power Corp. 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 of which 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.

- 24 -

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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 Syntaris Power Corp. from
January 2007 to present. Syntaris Power Corp. 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
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 was
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.

Significant Employees

We have no significant employees other than Robert Fraser and
William Grossholz, our officers and directors of our company.

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.             

- 25 -

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Audit Committee

Our board of directors struck an audit committee on May 15,
2009. Following this date, Robert Fraser and William Grossholz have acted as the
interim members of the audit committee. None of the members of the audit
committee are independent as defined by Nasdaq Marketplace Rule 4200(a)(15) or
National Instrument 52-110 as adopted by the British Columbia Securities
Commission. The audit committee is directed to review the scope, cost and
results of the independent audit of our books and records, the results of the
annual audit with management and the adequacy of our accounting, financial and
operating controls; to recommend annually to the board of directors the
selection of the independent registered accountants; to consider proposals made
by the independent registered chartered accountants for consulting work; and to
report to the board of directors, when so requested, on any accounting or
financial matters. The board of directors adopted its charter for the audit
committee on May 15, 2009.

Audit Committee Financial Expert

Our board of directors has determined that our company has one
audit committee financial expert serving on the audit committee, which person is
William Grossholz who is a chartered accountant.

Nomination Procedures For Appointment of Directors

As of May 15, 2009, 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 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.

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, secretary and treasurer (being our principal executive officer,
principal financial officer and principal accounting officer), 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, secretary and treasurer 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, secretary and treasurer.

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

- 26 -

---

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,
secretary and treasurer. If the incident involves an alleged breach of the Code
of Business Conduct and Ethics by the president, secretary and treasurer, 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.

Our Code of Business Conduct and Ethics is filed as Exhibit
14.1 to our annual 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., Suite 600  999 West Hastings Street,
Vancouver, BC V6C 2W2.

Section 16(a) Beneficial Ownership Compliance

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 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 28, 2009, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth all compensation received during
the two years ended February 28, 2009 and February 29, 2008 by our principal
executive officer and principal financial officer and each of the other most
highly compensated executive officers whose total compensation exceeded $100,000
in such fiscal year. These officers are referred to as the Named Executive
Officers in this report.

Summary Compensation

The following table provides a summary of the compensation
received by the persons set out therein for each of our last two fiscal
years:

|SUMMARY COMPENSATION TABLE                                            
|----------------------------------------------------------------------
|Name and
      PrincipalPosition                                      
|Robert Fraser President, Chief Executive Officer and
      Director(1)
|William Grossholz Secretary, Treasurer and
      Director(2)          

|(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.          
|    |                                                                                                         
|(3) | Year ended February 29, 2008.                                                                           

- 27 -

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Compensation Discussion and Analysis

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 from time to time. We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at February 28, 2009, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our executive officers.

Aggregated Option Exercises

There were no options exercised by any officer or director of
our company during our twelve month period ended February 28, 2009.

Long-Term Incentive Plan

Currently, our company does not have a long-term incentive plan
in favor of any director, officer, consultant or employee of our company.

Directors Compensation

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. During the year ended
February 28, 2009, no director received and/or accrued any compensation for
their services as a director, including committee participation and/or special
assignments.

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement
benefits to be paid to any of our officers, directors or employees, in the event
of retirement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of May 15, 2009, there were 7,450,000 shares of our common stock oustanding, after taking into account 550,000 shares of common stock that one of our former directors has agreed to return to treasury. The following table sets forth certain information known to
us with respect to the beneficial ownership of our common stock as of that date
by (i) each of our directors, (ii) each of our executive officers, and (iii) all
of our directors and executive officers as a group. Except as set forth in the
table below, there is no person known to us who beneficially owns more than 5%
of our common stock.

- 28 -

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|Title of Class                                  | Name and Address of Beneficial Owner                                           | Amount and Nature of Beneficial Ownership | Percentage of Class(1)
|----------------------------------------------- | ------------------------------------------------------------------------------ | ----------------------------------------- | ----------------------
|Common Stock                                    | Robert Fraser 661 Kenwood Road West
      Vancouver, BC V7S 1S7 Canada         | 1,450,000                                 | 19.5%                 
|Common Stock                                    | William Grossholz 5759 Westport Road
      West Vancouver, B.C. V7W 2X7 Canada | 1,000,000                                 | 13.4%                 
|Directors and Executive Officers as a Group (2) |                                                                                | 2,450,000                                 | 32.9%                 

|(1) | Based on 7,450,000 shares of common stock issued and
      outstanding as of May 15, 2009, after taking into account 550,000 shares of common stock that one of our former directors has agreed to return to treasury. 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 of control of our
company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Other than as listed below, no director, 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, since the beginning of our last fiscal year ended February
28, 2009, 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
year-end for the last three completed fiscal years.

As at February 28, 2009, our company owed loans to directors of
our company which totaled $68,673. These loans are unsecured, do not bear
interest and have no fixed terms of repayment.

Corporate Governance

Director Independence

We currently have two directors, consisting of Robert Fraser
and William Grossholz. As both persons are executive officers of our company, we
have determined that none of our directors are independent directors, as that
term is used in Rule 4200(a)(15) of the Nasdaq Marketplace Rules and National
Instrument 52-110.

Audit Committee

Our board of directors struck an audit committee on May 15,
2009. Following this date, Robert Fraser and William Grossholz have acted as the
interim members of the audit committee. None of the members of the audit
committee are independent as defined by Nasdaq Marketplace Rule 4200(a)(15) or
National Instrument 52-110 as adopted by the British Columbia Securities
Commission. The audit committee is directed to review the scope, cost and
results of the independent audit of our books and records, the results of the
annual audit with management and the adequacy of

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our accounting, financial and operating controls; to recommend
annually to the board of directors the selection of the independent registered
accountants; to consider proposals made by the independent registered chartered
accountants for consulting work; and to report to the board of directors, when
so requested, on any accounting or financial matters. The board of directors
adopted its charter for the audit committee on May 15, 2009.

Audit Committee Financial Expert

Our board of directors has determined that our company has one
audit committee financial expert serving on the audit committee, which person is
William Grossholz who is a chartered accountant.

Compensation Committee  Compensation Committee Interlocks
and Insider Participation

Our board of directors acts as our compensation committee. We
believe that striking a compensation committee and appointing additional
independent directors to such committee 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 revenues to date. None of
our directors are independent as defined by Rule 4200(a)(15) of the Nasdaq
Marketplace Rules. Our board of directors responsibilities in acting as our
compensation committee is to oversee our companys compensation and benefit
plans, including our compensation plan. Our board of directors also monitors and
evaluates matters relating to the compensation and benefits structure of our
company. Our company has not adopted a Compensation Committee Charter.

Transactions with Independent Directors

We have determined that none of our directors are independent
directors, as that term is used in Rule 4200(a)(15) of the Nasdaq Marketplace
Rules and National Instrument 52-110.

National Instrument 52-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 52-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning the constitution of our audit committee and our
relationship with our independent auditor. As defined in National Instrument
52-110, none of our directors are independent. For a description of the
education and experience of our audit committee members that is relevant to the
performance of their respective responsibilities as audit committee members,
please see the disclosure under the heading Item 10. Directors, Executive
Officers and Corporate Governance  Business Experience.

William Grossholz, an audit committee member, is financially
literate, as defined in National Instrument 52-110, as he has the industry
experience necessary to understand and analyze financial statements of our
company, as well as the understanding of internal controls and procedures
necessary for financial reporting. Mr. Grossholz is a chartered accountant,
registered with the Chartered Accountants in British Columbia.

The audit committee is responsible for review of both interim
and annual financial statements for our company. For the purposes of performing
their duties, the members of the audit committee have the right at all times, to
inspect all the books and financial records of our company and any subsidiaries
and to discuss with management and the external auditors of our company any
accounts, records and matters relating to the financial statements of our
company. The audit committee meets periodically with management and annually
with the external auditors.

Since the commencement of our companys most recently completed
financial year, our companys board of directors has not failed to adopt a
recommendation of the audit committee to nominate or compensate an external
auditor.

Since the commencement of our companys most recently completed
financial year, our company has not relied on the exemptions contained in
sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis
Non-audit Services)provides an exemption from the requirement that the
audit committee must pre-approve all non-audit services to be provided by the
auditor, where the total amount of fees related to the non-audit services are
not

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expected to exceed 5% of the total fees payable to the auditor
in the fiscal year in which the non-audit services were provided. Section 8
(Exemptions)permits a company to apply to a securities regulatory
authority for an exemption from the requirements of National Instrument 52-110
in whole or in part.

The audit committee has adopted specific policies and
procedures for the engagement of non-audit services as set out in the Audit
Committee Charter of our company. A copy of our companys Audit Committee
Charter is filed as an exhibit to this annual report.

National Instrument 58-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 58-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning corporate governance disclosure.

Board of Directors

Our board of directors currently acts with two members
consisting of Robert Fraser and William Grossholz. We have determined that
Messrs. Fraser and Grossholz are not independent as that term is defined in
National Instrument 52-110 due to the fact that Mr. Fraser is our president and
Mr. Grossholz is our secretary and treasurer.

Our board of directors facilitates its exercise of independent
supervision over management by endorsing the guidelines for responsibilities of
the board as set out by regulatory authorities on corporate governance in Canada
and the United States. Our boards primary responsibilities are to supervise the
management of our company, to establish an appropriate corporate governance
system, and to set a tone of high professional and ethical standards.

The board is also responsible for:

- selecting and assessing members of the board;
- choosing, assessing and compensating the president, secretary and treasurer
  of our company, approving the compensation of all executive officers and
  ensuring that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our companys internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the board or
  management, may require board scrutiny.

Directorships

Our directors are not currently directors of other reporting
issuers (or the equivalent in a foreign jurisdiction).

Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role of the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform

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them of the information required to carry out their
responsibilities as a board member. This information includes the most recent
board approved budget, the most recent annual report, the audited financial
statements and copies of the interim quarterly financial statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be
conducted by other directors, taking into account each directors contributions
at board meetings, service on committees, experience base, and their general
ability to contribute to one or more of our companys major needs. However, due
to our stage of development and our need to deal with other urgent priorities,
the board has not yet implemented such a process of assessment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
fiscal periods ended February 28, 2009 and February 29, 2008 for professional
services rendered by Madsen & Associates, CPAs Inc. for the audit of our
annual financial statements, quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

|                                  | Year Ended February 28, 2009 | Year Ended February 29, 2008
|--------------------------------- | ---------------------------- | ----------------------------
|Audit Fees and Audit Related Fees | $4,325                       | $5,205                      
|Tax Fees                          | $Nil                         | $Nil                        
|All Other Fees                    | $Nil                         | $Nil                        
|Total                             | $4,325                       | $5,205                      

In the above table, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year. Audit-related fees are fees
not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our companys financial statements. Tax fees are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. All other fees are fees billed by the auditor for products and
services not included in the foregoing categories.

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Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

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

PART IV

|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    | 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
        )
|10.2    | Return to Treasury Agreement
        dated May 12, 2009 with Robert McIsaac (incorporated by reference from
        our Current Report on Form 10-Q filed on May 12, 2009)                          
|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                                                                                                                            
|99.1*   | Audit Committee Charter                                                                                                                                                                             

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Robert FraserBy: Robert Fraser,
President, Chief Executive Officer and Director (Principal Executive
Officer) Dated: May 29, 2009

Pursuant to the requirements of the Securities Exchange Act of
1934, 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 FraserBy: Robert Fraser,
President, Chief Executive Officer and Director (Principal Executive
Officer) Dated: May 29, 2009

/s/ William GrossholzBy: William Grossholz,
Treasurer, Secretary and Director (Principal Financial Officer and
Principal Accounting Officer) Dated: May 29, 2009

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