**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-QSB**

[xx]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2001

Commission file Number:  0-32523

**LIONS GATE INVESTMENT LIMITED**

(Exact name of small business issuer as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

98-0222710

(I.R.S. Employer Identification Number)

2271 Flanders Avenue, S.W.

Calgary, Alberta, T2T 5K9     Canada

(Address of principal executive offices)

(403)606-7696

(Issuer's telephone number)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest
practicable date:		4,900,000 common shares as at October 31, 2001

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

**LIONS GATE INVESTMENT LIMITED**

INDEX

PART 1.	FINANCIAL INFORMATION

Item 1.		Financial Statements

Balance Sheet as of July 31, 2001 and October 31, 2001

Statement of Operations for the periods ended

October 31, 2000 and October 31, 2001

Consolidated Statements of Cash Flows for the periods ended

October 31, 2000 and October 31, 2001

Consolidated Statements of Changes in Stockholders' Equity

Notes to Consolidated Financial Statements

Item 2		Plan of Operation

PART II.	OTHER INFORMATION

Item 1		Legal Proceedings

Item 2		Changes in Securities

Item 3		Defaults Upon Senior Securities

Item 4		Submission of Matters to a Vote of Security Holders

Item 5		Other Information

Item 6		Exhibits and Reports on Form 8K

SIGNATURES

**LIONS GATE INVESTMENT LIMITED**

**(A Development Stage Company)**

**FINANCIAL STATEMENTS**

**(Expressed in United States Dollars)**

**(Unaudited)**

**OCTOBER 31, 2001**

**LIONS GATE INVESTMENT LIMITED**

(A Development Stage Company)

BALANCE SHEETS

(Expressed in U.S. dollars)

(Unaudited)

|                                                 | October 31,

2001                              | July 31,

2001
|------------------------------------------------ | ---------------------------------------------- | --------------
|                                                 |                                                |               
|                                                 |                                                |               
|                                                 |                                                |               
|**ASSETS**                                       | ****                                           |               
|                                                 |                                                |               
|                                                 |                                                |               
|**Current**                                      | ****                                           |               
|Cash                                             | $42,852                                        | $45,432       
|****Royalty income receivable                    | 2,341                                          | 1,565         
|                                                 |                                                |               
|Total current assets                             | 45,193                                         | 46,997        
|                                                 |                                                |               
|**Royalty interest** (Note 4)                    | 50,000                                         | 50,000        
|                                                 |                                                |               
|******Total assets**                             | ****$95,193                                    | $96,997       
|                                                 |                                                |               
|                                                 |                                                |               
|                                                 |                                                |               
|**LIABILITIES AND STOCKHOLDERS' EQUITY**         | ****                                           |               
|                                                 |                                                |               
|                                                 |                                                |               
|******Current**                                  | ****                                           |               
|Accounts payable and accrued liabilities         | $2,950                                         | $1,500        
|                                                 |                                                |               
|                                                 |                                                |               
|**Stockholders' equity**                         | ****                                           |               
|Capital stock (Note 5)                           |                                                |               
|Authorized                                       |                                                |               
|100,000,000                                      | common shares with a par value of $0.0001      |               
|Issued                                           |                                                |               
|4,900,000                                        | common shares (2001 - 4,900,000 common shares) | 490           
|Additional paid-in capital                       | 104,210                                        | 104,210       
|Deficit accumulated during the development stage | (12,457)                                       | (9,203)       
|                                                 |                                                |               
|Total stockholders' equity                       | 92,243                                         | 95,497        
|                                                 |                                                |               
|**Total liabilities and stockholders' equity**   | ****$95,193                                    | $96,997       

**History and organization of the Company** (Note 1)

**Going concern** (Note 2)

On behalf of the Board of Directors:

/s/ Keith A. Ebert			/s/N. Desmond Smith

Keith A. Ebert, Director				N. Desmond Smith, Director

The accompanying notes are an integral part of these financial statements****

**LIONS GATE INVESTMENT LIMITED**

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Expressed in U.S. dollars)

(Unaudited)

|                                        | Period FromIncorporationonOctober 29,1999 toOctober 31,2001 | Three Month

Period EndedOctober 31,2001 | Three Month

Period EndedOctober 31,2000
|--------------------------------------- | ----------------------------------------------------------- | ---------------------------------------- | ----------------------------------------
|                                        |                                                             |                                          |                                         
|                                        |                                                             |                                          |                                         
|                                        |                                                             |                                          |                                         
|**EXPENSES**                            | ****                                                        |                                          |                                         
|Consulting fees                         | $5,500                                                      | $2,500                                   | $-                                      
|Filing and transfer agent fees          | 955                                                         | 360                                      | -                                       
|Office and miscellaneous                | 2,452                                                       | 94                                       | 39                                      
|Professional fees                       | 6,632                                                       | 1,450                                    | -                                       
|                                        |                                                             |                                          |                                         
|                                        |                                                             |                                          |                                         
|                                        | (15,539)                                                    | (4,404)                                  | (39)                                    
|                                        |                                                             |                                          |                                         
|                                        |                                                             |                                          |                                         
|**OTHER ITEM**                          | ****                                                        |                                          |                                         
|                                        | 3,082                                                       | 1,150                                    | -                                       
|                                        |                                                             |                                          |                                         
|                                        |                                                             |                                          |                                         
|**Loss for the period**                 | ****$(12,457)                                               | $(3,254)                                 | $(39)                                   
|                                        |                                                             |                                          |                                         
|                                        |                                                             |                                          |                                         
|**Basic and diluted loss per share**    | ****                                                        | $	(0.01)                                 | $	(0.01)                                
|                                        |                                                             |                                          |                                         
|                                        |                                                             |                                          |                                         
|**Weighted average shares outstanding** | ****                                                        | 4,900,000                                | 4,700,000                               

The accompanying notes are an integral part of these financial statements

**LIONS GATE INVESTMENT LIMITED**

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

(Expressed in U.S. dollars)

(Unaudited)

|                                   | Common Stock   | Additional

Paid-in | Deficit

AccumulatedDuring theDevelopment | Total

Stockholders'
|---------------------------------- | -------------- | ------------------- | ----------------------------------------- | --------------------
|                                   | Shares         | Amount              | Capital                                   | Stage               
|                                   |                |                     |                                           |                     
|                                   |                |                     |                                           |                     
|                                   |                |                     |                                           |                     
|**Balance, October 29, 1999**      | ****	-         | $-                  | $-                                        | $-                  
|                                   |                |                     |                                           |                     
|Common shares issued

for services | 2,250,000      | 225                 | 2,025                                     | -                   
|                                   |                |                     |                                           |                     
|Common shares issued for cash      | 2,450,000      | 245                 | 2,205                                     | -                   
|                                   |                |                     |                                           |                     
|Loss for the period                | -              | -                   | -                                         | (4,738)             
|                                   |                |                     |                                           |                     
|**Balance, July 31, 2000**         | ****	4,700,000 | 470                 | 4,230                                     | (4,738)             
|                                   |                |                     |                                           |                     
|Private placement                  | 100,000        | 10                  | 49,990                                    | -                   
|                                   |                |                     |                                           |                     
|Acquisition of royalty interest    | 100,000        | 10                  | 49,990                                    | -                   
|                                   |                |                     |                                           |                     
|Loss for the year                  | -              | -                   | -                                         | (4,465)             
|                                   |                |                     |                                           |                     
|**Balance, July 31, 2001**         | ****	4,900,000 | 490                 | 104,210                                   | (9,203)             
|                                   |                |                     |                                           |                     
|Loss for the period                | -              | -                   | -                                         | (3,254)             
|                                   |                |                     |                                           |                     
|**Balance, October 31, 2001**      | ****	4,900,000 | $490                | $104,210                                  | $(12,457)           

The accompanying notes are an integral part of these financial statements

**LIONS GATE INVESTMENT LIMITED**

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars)

(Unaudited)

|                                                                                  | Period FromIncorporationonOctober 29,1999 toOctober 31,2001 | Three Month

Period EndedOctober 31,2001 | Three Month

Period EndedOctober 31,2000
|--------------------------------------------------------------------------------- | ----------------------------------------------------------- | ---------------------------------------- | ----------------------------------------
|                                                                                  |                                                             |                                          |                                         
|                                                                                  |                                                             |                                          |                                         
|                                                                                  |                                                             |                                          |                                         
|**CASH FLOWS FROM OPERATING ACTIVITIES**                                          | ****                                                        |                                          |                                         
|Loss for the period                                                               | $(12,457)                                                   | $(3,254)                                 | $(39)                                   
|Item not affecting cash:                                                          |                                                             |                                          |                                         
|Common shares issued for services                                                 | 2,250                                                       | -                                        | -                                       
|                                                                                  |                                                             |                                          |                                         
|Changes in non-cash working capital items:                                        |                                                             |                                          |                                         
|Increase in royalty income receivable                                             | (2,341)                                                     | (776)                                    | -                                       
|Increase in accounts payable and accrued liabilities                              | 2,950                                                       | 1,450                                    | -                                       
|                                                                                  |                                                             |                                          |                                         
|Net cash used in operating activities                                             | (9,598)                                                     | (2,580)                                  | (39)                                    
|                                                                                  |                                                             |                                          |                                         
|                                                                                  |                                                             |                                          |                                         
|**CASH FLOWS FROM FINANCING ACTIVITIES**                                          | ****                                                        |                                          |                                         
|Issuance of shares                                                                | 52,450                                                      | -                                        | -                                       
|                                                                                  |                                                             |                                          |                                         
|Net cash provided by financing activities                                         | 52,450                                                      | -                                        | -                                       
|                                                                                  |                                                             |                                          |                                         
|                                                                                  |                                                             |                                          |                                         
|**Change in cash position during the period**                                     | ****42,852                                                  | (2,580)                                  | (39)                                    
|                                                                                  |                                                             |                                          |                                         
|                                                                                  |                                                             |                                          |                                         
|**Cash position, beginning of the period**                                        | ****-                                                       | 45,432                                   | 2,462                                   
|                                                                                  |                                                             |                                          |                                         
|                                                                                  |                                                             |                                          |                                         
|**Cash position, end of the period**                                              | ****$42,852                                                 | $42,852                                  | $2,423                                  
|                                                                                  |                                                             |                                          |                                         
|                                                                                  |                                                             |                                          |                                         
|**Supplemental disclosure with respect to cash flows:**                           | ****                                                        |                                          |                                         
|Cash paid for income taxes                                                        | $-                                                          | $-                                       | $-                                      
|Cash paid for interest                                                            | -                                                           | -                                        | -                                       
|                                                                                  |                                                             |                                          |                                         
|                                                                                  |                                                             |                                          |                                         
|**Supplemental disclosure of non-cash investing,**

**and financing activities:** | ****                                                        |                                          |                                         
|Common shares issued for services                                                 | $2,250                                                      | $-                                       | $-                                      
|Common shares issued for royalty interest                                         | 50,000                                                      | -                                        | -                                       

The accompanying notes are an integral part of these financial statements

**LIONS GATE INVESTMENT LIMITED**

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

(Unaudited)

OCTOBER 31, 2001



**1.	HISTORY AND ORGANIZATION OF THE COMPANY**

The Company was incorporated on October 29, 1999 under the laws of Nevada to engage in any lawful business or
activity for which corporations may be organized under the laws of the State of Nevada.  In accordance with
Statement of Financial Accounting Standards No. 7 "Accounting and Reporting by Development Stage Companys",
the Company is deemed to be in the Development Stage.  The Company is in the business of earning royalty income
on oil and gas properties.  During the year ended July 31, 2001, the Company issued 100,000 common shares at an
agreed value of $50,000 to acquire a 2% gross overriding royalty interest on oil and gas production (Note 4).

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of
management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, changes in stockholders' equity and cash flows at October 31, 2001 and for
the period then ended have been made.  These financial statements should be read in conjunction with the audited
financial statements of the Company for the year ended July 31, 2001.  The results of operations for the period ended
October 31, 2001 are not necessarily indicative of the results to be expected for the year ending July 31, 2002.

**2.	GOING CONCERN**

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of
business.  However, to date the Company has received minimal royalty revenue.  Without realization of additional
capital, or additional sources of revenue, it would be unlikely for the Company to continue as a going concern.   The
Company's management plans on advancing funds on an as needed basis and in the longer term, deriving cash from
revenue from the operations.  The Company's ability to continue as a going concern is dependent on these
additional management advances, and, ultimately, upon achieving profitable operations.

|                | October 31,2001 | July 31,

2001
|--------------- | --------------- | --------------
|                |                 |               
|Deficit         | $(12,457)       | $(9,203)      
|Working capital | 42,243          | 45,497        

**3.	SIGNIFICANT ACCOUNTING POLICIES**

**Use of estimates**

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

**LIONS GATE INVESTMENT LIMITED**

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

(Unaudited)

OCTOBER 31, 2001



**3.	SIGNIFICANT ACCOUNTING POLICIES** (cont'd)

**Cash and cash equivalents**

The Company considers highly liquid investments with original maturities of three months or less to be cash
equivalents.

**Amortization and impairment**

Amortization of the cost of the Company's royalty interest will be computed using the units of production method
primarily on a separate-property basis using proved reserves as estimated annually by an independent petroleum
engineer.



In accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," the Company recognizes
impairment losses for long-lived assets when indicators of impairment are present and the undiscounted cash flows
are not sufficient to recover the assets' carrying amount.  The impairment loss is measured by comparing the fair
value of the asset to its carrying amount.  Fair values are based on discounted future cash flows.  The Company's
royalty interest was reviewed for indicators of impairment resulting in no recognition of impairment provisions for
the period ended October 31, 2001.

**Income taxes**

Income taxes are provided in accordance with SFAS No. 109, "Accounting for Income Taxes".  A deferred tax asset
or liability is recorded for all temporary differences between financial and tax reporting and net operating loss
carryforwards.  Deferred tax expenses (benefit) result from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of enactment.

**New accounting pronouncements**

****

In June, 2001, the Financial Accounting Standards Board ("FASB") approved the issuance of Statement of Financial
Accounting Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets".  SFAS No. 141 states that all business combinations should be accounted for using the
purchase method of accounting making the use of the pooling-of-interest method prohibited.  SFAS No. 141 is
effective for business combinations completed after June 30, 2001.  SFAS No. 142 addresses the accounting for all
purchased intangible assets, but not the accounting for internally developed intangible assets.  Goodwill will no
longer be amortized but will be reviewed for impairment in accordance with SFAS No. 142.  SFAS No. 142 is effective
for fiscal years beginning after December 15, 2001.  Early adoption is permitted for entities with fiscal years beginning
after March 15, 2001.



**LIONS GATE INVESTMENT LIMITED**

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

(Unaudited)

OCTOBER 31, 2001



**3.	SIGNIFICANT ACCOUNTING POLICIES** (cont'd)

**New accounting pronouncements** (cont'd)



In July 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" that records the fair value
of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any
tangible long-lived assets.  The initial recognition of the liability will be capitalized as part of the asset cost and
depreciated over its estimated useful life.  SFAS 143 is required to be adopted effective January 1, 2003.

In August 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
that supersedes SFAS No. 121 "Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  SFAS No. 144 is required to be adopted effective January 1, 2002.

The adoption of these new pronouncements is not expected to have a material effect on the Company's financial
position or results of operations.

**Loss per share**

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share".  Under SFAS No. 128, basic and diluted
earnings per share are to be presented.  Basic earnings per share is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding during the year.  Diluted
earnings per share takes into consideration common shares outstanding (computed under basic earnings per share)
and potentially dilutive common shares.

**4.	ROYALTY INTEREST**

|                 |  |  | October 31,

2001 | July 31,

2001
|---------------- |  |  | ----------------- | --------------
|                 |  |  |                   |               
|Royalty interest |  |  | $50,000           | $50,000       

**Edgerton, Alberta**

During fiscal 2001, the Company issued 100,000 common shares with an agreed value of $50,000 to acquire a 2%
gross overriding royalty interest over certain petroleum producing lands in the Province of Alberta, Canada known
as Edgerton "27", TWP 42, RGE 3, W4M, Section 27 granted by Harbour Petroleum Company Limited.

**5.	CAPITAL STOCK**

On November 1, 1999, the Company issued 2,450,000 of its common shares for proceeds of $2,450 and issued
2,250,000 of its common shares at an agreed value of $2,250 for services rendered.

**LIONS GATE INVESTMENT LIMITED**

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

(Unaudited)

OCTOBER 31, 2001



**5.	CAPITAL STOCK** (cont'd)

On February 14, 2001, the Company completed a private placement of 100,000 common shares for proceeds of
$50,000.

On February 14, 2001, the Company issued 100,000 common shares with a par value of $0.0001 for an agreed value of
$50,000 for acquisition of a royalty interest (Note 4).

**6.	RELATED PARTY TRANSACTION**

During the year ended July 31, 2000, the Company issued 2,250,000 common shares at an agreed value of $2,250 to a
director of the Company in exchange for services rendered.

**7.	INCOME TAXES**

The Company's total deferred tax asset as of October 31 is as follows:

|                                               | 2001    | 2000   
|---------------------------------------------- | ------- | -------
|                                               |         |        
|Tax benefit of net operating loss carryforward | $	4,340 | $	1,670
|Valuation allowance                            | (4,340) | (1,670)
|                                               |         |        
|                                               | $	-     | $	-    

The Company has a net operating loss carryforward of approximately $12,400, which if not used, will begin to expire
in the year 2017.  The Company has provided a full valuation allowance on the deferred tax asset because of the
uncertainty regarding realizability.

**8.	FINANCIAL INSTRUMENTS**

The Company's financial instruments consist of cash, royalty income receivable, accounts payable and accrued
liabilities.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.  The fair value of these financial
instruments approximate their carrying values, unless otherwise noted.

******PLAN OF OPERATION**

The following discussion of the plan of operations of the Company should be read in conjunction with the
financial statements and the related notes thereto included elsewhere in this quarterly report for the three
months ended October 31, 2001.  This quarterly report contains certain forward-looking statements and
the Company's future operation results could differ materially from those discussed herein.

Geophysical Data Audit

We commenced the initial stage of our business plan in June, 2001.  We are examining suitable trade
geophysical data available in the immediate vicinity of our current royalty interest.  Our examination of
trade data brokers' inventory will determine the geographic location, age and parameters of existing data
with a view to acquiring and re-processing suitable data.  The study is anticipated to take approximately
60 days and acquisition and processing will take an additional 30 days.  The activity of data acquisition
involves our company reviewing currently available seismic data for quality and technical merit and
purchasing that geophysical data in the geographic area of our proposed activity.  This data is recorded
digitally and can be manipulated through the application of various filters and processes which clarify the
data from extraneous seismic noise.  This constitutes reprocessing seismic data.  This activity is
conducted by geophysicists with specialized training.

The estimated costs of this initial program are:

Data Acquisition - 20 kilometers (12.5 miles) @ $260 per kilometer:	$5,200

Re-processing - @ $194 per kilometer:	$3,880

Consultant - Identification and monitoring reprocessing

@ $325 per day for 10 days:	$  3,250

Total:	$12,330

Geophysical Acquisition Programme

The initial geophysical audit programme will identify selected areas that require specific data acquisition to
define drilling targets.  The programme may be structured as a geophysical farm-in with a drilling option
or we may elect to acquire the data on open Crown Lands.  In the first case we will contract with
property owners or the owners of hydrocarbon rights to allow us to acquire data in exchange for an option
to drill on the subject lands if our geophysical data defines a prospective drilling target.  In the second
case, we would acquire the proprietary data with a view to requesting the Province of Alberta to post the
lands for public auction.  In either case we would secure the optimum drilling locations.  If our company
pursues a geophysical farm-in, it means that we have negotiated the rights to petroleum and natural gas
lands by acquiring geophysical data over lands currently owned by a third party.  The negotiations involve
offering the third party the acquired geophysical data at no cost in return for the exclusive right to drill a
well on the petroleum and natural gas lands in order to earn a portion of the petroleum and natural gas
rights.  If petroleum and natural gas rights over certain lands have not been leased by the government to
oil and gas companies, those lands are considered to be open lands.  In this case, there are no parties to
negotiate farm-ins with as the petroleum and natural gas rights over open lands are available only through
government run auctions.

Management of the Company is working on our phase one exploration program having acquired a library
of available geophysical data in our area of interest.  Management expects to identify which data it will
acquire and re-process before the end of calendar 2001.  Our phase two geophysical acquisition program
is currently scheduled for the spring of 2002.

The estimated costs of a geophysical exploration programme are:

Permitting and Right of Way @ $970 per kilometer

-10 kilometers:	$9,700

Acquisition @ $1,290 per kilometer:	$12,900

Processing and Interpretation:	$ 4,500

Total:	$27,100

Drilling Option

We currently do not have the funds necessary to pursue a drilling program following our first two phases.
However, in the event drill targets are identified and we are able to raise funding independently or through
industry partners, we would consider the following options.

We would use our geophysical audit and acquisition data as an enticement to lessors of mineral rights to
trade our data for the right to drill an earning well on the petroleum and natural gas rights at no additional
cost to the lessor.  We would seek to recover our drilling cost from the sale of the first hydrocarbons and
after recovery of these costs share in future development and profits at the negotiated rates.

Alternatively, should our geophysical acquisition delineate a drilling target on open Crown lands, we would
place a bid to acquire a lease to the lands at a regulated open auction.  Current land prices vary from $400
to $1500 dollars per acre and the size of the offered lands could be as high as 640 acres.  In this scenario
the Company would not share the interest in the mineral rights with third parties.

Drilling option scenario costs are:

Drilling one well to a depth of 750 metres:	$162,000

Total:	$162,000

Land acquisition scenario costs are:

Acquiring 640 acres @ $645 per acre:	$412,800

Drilling costs per well @ eight wells:	$1,296,000

Total:	$1,708,800

"CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical matters,
the matters discussed in this Form 10-QSB are forward-looking statements based on current expectations
and involve risks and uncertainties.  Forward-looking statements include, but are not limited to, statements
under the following heading:  "Plan of Operations" the timing and expected profitable results of sales and
the need for no additional financing.

**PART II**

**OTHER INFORMATION**

Item 1.		LEGAL PROCEEDINGS

None

Item 2		CHANGES IN SECURITIES AND USE OF PROCEEDS

None

Item 3		DEFAULTS UPON SENIOR SECURITIES

None

Item 4		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)	We held an annual general meeting on October 29, 2001.

(b)	Our annual general meeting involved the election of directors.  Mr. N. Desmond Smith
and Mr. Keith Ebert were re-elected directors of our company.

(c)	The first matter which was voted on at our annual general meeting was the election of
directors.  2,700,000 votes received were cast for and zero votes were received against
the election of Mr. N. Desmond Smith and Mr. Keith Ebert as directors of the Company.

The second matter which was voted on at our annual general meeting was the election of
auditors.  2,700,000 votes received were cast for and zero votes were received against
the election of Davidson & Company as our auditors for the fiscal year ending July 31,
2002.

(d)	Not applicable.

Item 5		OTHER INFORMATION

None

Item 6		EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibits

None

(b)	Reports on Form 8-K

We filed a Form 8K on September 13, 2001 changing our fiscal year end from
October 31 to July 31.

**SIGNATURES**

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

**LIONS GATE INVESTMENT LIMITED**

Dated:  December 12, 2001		Per:	/s/ N. Desmond Smith

N. Desmond Smith,

President, C.F.O. and Director