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, 2003



Commission file Number:  000-32523



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)



P.O. Box 86020

2106 - 33rd Avenue S.W.

Calgary, Alberta, T2T 1Z0     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:

10,600,000 common shares as at October 31, 2003



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









---

LIONS GATE INVESTMENT LIMITED





INDEX



PART 1.

FINANCIAL INFORMATION



Item 1.

Financial Statements



Balance Sheets as of October 31, 2003 and July 31, 2003



Statements of Operations for the three and nine months

ended October 31, 2003 and 2002 and cumulative since

inception (October 29, 1999)



Statements of Stockholders' Equity



Statements of Cash Flows for the periods ended

October 31, 2003 and 2002 and cumulative since inception

(October 29, 1999)



Notes to Financial Statements



Item 2

Plan of Operation



Item 3

Controls and Procedures



PART II.

OTHER INFORMATION



Item 1

Legal Proceedings



Item 2

Changes in Securities and Use of Proceeds



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





---

ITEM 1.

FINANCIAL INFORMATION



Part I

Financial Statements







LIONS
GATE INVESTMENT LIMITED

(A
development stage company)



Financial
Statements

(Expressed
in U.S. Dollars)

(Unaudited
- Prepared by Management)



October
31, 2003



Index

Balance
Sheet

Statement
of Stockholders' Equity

Statement
of Operations

Statement
of Cash Flows

Notes
to Financial Statements









---

|LIONS
      GATE INVESTMENT LIMITED                      |  |   |          |                  |   |          |              
|-------------------------------------------------------- |  | - | -------- | ---------------- | - | -------- | -------------
|(A
      development stage company)                      |  |   |          |                  |   |          |              
|                                                         |  |   |          |                  |   |          |              
|Balance
      Sheet                                      |  |   |          |                  |   |          |              
|(Unaudited
      - Prepared by Management)               |  |   |          |                  |   |          |              
|(Expressed
      in U.S. Dollars)                        |  |   |          |                  |   |          |              
|                                                         |  |   |          | October
      31 |   |          | July
      31
|                                                         |  |   |          | 2003             |   |          | 2003         
|                                                         |  |   |          |                  |   |          |              
|ASSETS                                                   |  |   |          |                  |   |          |              
|                                                         |  |   |          |                  |   |          |              
|Current
      assets                                     |  |   |          |                  |   |          |              
|Cash                                                     |  | $ | 1,562    |                  | $ | 22,329   |              
|Royalty
      income receivable - related party          |  |   | 10,109   |                  |   | 7,409    |              
|                                                         |  |   |          |                  |   |          |              
|Total
      current assets                               |  |   |          | 11,671           |   |          | 29,738       
|                                                         |  |   |          |                  |   |          |              
|Royalty
      interest                                   |  |   |          | 1                |   |          | 1            
|                                                         |  |   |          |                  |   |          |              
|Total
      assets                                       |  |   | $        | 11,672           |   | $        | 29,739       
|                                                         |  |   |          |                  |   |          |              
|                                                         |  |   |          |                  |   |          |              
|LIABILITIES
      AND STOCKHOLDERS' EQUITY               |  |   |          |                  |   |          |              
|                                                         |  |   |          |                  |   |          |              
|Current
      liabilities                                |  |   |          |                  |   |          |              
|Accounts
      payable and accrued liabilities           |  | $ | 5,307    |                  | $ | 1,250    |              
|                                                         |  |   |          |                  |   |          |              
|Total
      current liabilities                          |  |   |          | 5,307            |   |          | 1,250        
|                                                         |  |   |          |                  |   |          |              
|Stockholders'
      equity                               |  |   |          |                  |   |          |              
|                                                         |  |   |          |                  |   |          |              
|Capital
      stock                                      |  |   |          |                  |   |          |              
|Authorized:                                              |  |   |          |                  |   |          |              
|100,000,000
      common shares with a par value of      |  |   |          |                  |   |          |              
|$ 0.0001 per share                                       |  |   |          |                  |   |          |              
|Issued
      and outstanding: 10,600,000 common shares   |  |   | 1,060    |                  |   | 1,060    |              
|(2002
      - 10,600,000 common shares)                  |  |   |          |                  |   |          |              
|                                                         |  |   |          |                  |   |          |              
|Additional
      paid-in capital                         |  |   | 103,640  |                  |   | 103,640  |              
|                                                         |  |   |          |                  |   |          |              
|(Deficit)
      accumulated during the development stage |  |   | (98,335) |                  |   | (76,211) |              
|                                                         |  |   |          |                  |   |          |              
|Total
      stockholders' equity                         |  |   | 6,365    |                  |   | 28,489   |              
|                                                         |  |   |          |                  |   |          |              
|Total
      liabilities and stockholders' equity         |  | $ | 11,672   |                  | $ | 29,739   |              

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

---

|LIONS
      GATE INVESTMENT LIMITED            |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|---------------------------------------------- | ------------------ |  | - | ------- |  | ----------- | ---------- | ------ | ----------- | -------- | ----- | ------------- | -------- | 
|(A
      development stage company)            |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Statement
      of Stockholders' Equity        |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|(Unaudited
      - Prepared by Management)     |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|(Expressed
      in U.S. Dollars)              |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|                                               |                    |  |   |         |  |             |            |        | (Deficit)   |          |       |               |         
|                                               |                    |  |   |         |  |             |            |        | accumulated |          | Total |              
|                                               |                    |  |   |         |  |             | Additional |        |             | during   |       | stockholders' |         
|                                               | Common
      stock |  |   | paid-in |  | development |            | equity |            
|                                               | Shares             |  |   | Amount  |  |             | capital    |        | stage       |          |       | (deficit)     |         
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Balance,October
      29, 1999                 | -                  |  | $ | -       |  | $           | -          |        | $           | -        |       | $             | -        | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Common
      stock issued for services         | 9,000,000          |  |   | 900     |  |             | 1,350      |        |             | -        |       |               | 2,250    | 
|Common
      stock issued for cash             | 9,800,000          |  |   | 980     |  |             | 1,470      |        |             | -        |       |               | 2,450    | 
|Comprehensive
      income (loss)              |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Loss
      for the period                      | -                  |  |   | -       |  |             | -          |        |             | (4,738)  |       |               | (4,738)  | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Balance,July 31,
      2000                    | 18,800,000         |  |   | 1,880   |  |             | 2,820      |        |             | (4,738)  |       |               | (38)     | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Private
      placement                        | 400,000            |  |   | 40      |  |             | 49,960     |        |             | -        |       |               | 50,000   | 
|Common
      stock issued for royalty interest | 400,000            |  |   | 40      |  |             | 49,960     |        |             | -        |       |               | 50,000   | 
|Comprehensive
      income (loss)              |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Loss
      for the year                        | -                  |  |   | -       |  |             | -          |        |             | (4,465)  |       |               | (4,465)  | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Balance,July 31,
      2001                    | 19,600,000         |  |   | 1,960   |  |             | 102,740    |        |             | (9,203)  |       |               | 95,497   | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Return
      to treasury                       | (9,000,000)        |  |   | (900)   |  |             | 900        |        |             | -        |       |               | -        | 
|Comprehensive
      income (loss)              |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Loss
      for the year                        | -                  |  |   | -       |  |             | -          |        |             | (61,052) |       |               | (61,052) | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Balance,July 31,
      2002                    | 10,600,000         |  |   | 1,060   |  |             | 103,640    |        |             | (70,255) |       |               | 34,445   | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Comprehensive
      income (loss)              |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Loss
      for the year                        | -                  |  |   | -       |  |             | -          |        |             | (5,956)  |       |               | (5,956)  | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Balance,July 31,
      2003                    | 10,600,000         |  |   | 1,060   |  |             | 103,640    |        |             | (76,211) |       |               | 28,489   | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Comprehensive
      income (loss)              |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Loss
      for the period                      | -                  |  |   | -       |  |             | -          |        |             | (22,124) |       |               | (22,124) | 
|                                               |                    |  |   |         |  |             |            |        |             |          |       |               |          | 
|Balance,October
      31, 2003                 | 10,600,000         |  | $ | 1,060   |  | $           | 103,640    |        | $           | (98,335) |       | $             | 6,365    | 

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

---

|LIONS
      GATE INVESTMENT LIMITED        |                      |                  |  |       |                  |  |       |                 
|------------------------------------------ | -------------------- | ---------------- |  | ----- | ---------------- |  | ----- | ----------------
|(A
      development stage company)        |                      |                  |  |       |                  |  |       |                 
|                                           |                      |                  |  |       |                  |  |       |                 
|Statement
      of Operations              |                      |                  |  |       |                  |  |       |                 
|(Unaudited
      - Prepared by Management) |                      |                  |  |       |                  |  |       |                 
|(Expressed
      in U.S. Dollars)          |                      |                  |  |       |                  |  |       |                 
|                                           |                      | Cumulative       |  |       |                  |  |       |                 
|                                           |                      | from             |  |       |                  |  |       |                 
|                                           |                      | October
      29 |  |       | Three            |  |       | Three           
|                                           |                      | 1999             |  |       | Months           |  |       | Months          
|                                           | (inception)
      to |                  |  | Ended |                  |  | Ended |                 
|                                           |                      | October
      31 |  |       | October
      31 |  |       | October
      31
|                                           |                      | 2003             |  |       | 2003             |  |       | 2002            
|                                           |                      |                  |  |       |                  |  |       |                 
|General
      and administrative expenses  |                      |                  |  |       |                  |  |       |                 
|Consulting                                 | $                    | 31,517           |  | $     | 20,000           |  | $     | -               
|Filing
      and transfer agent            |                      | 5,816            |  |       | 210              |  |       | 372             
|Office
      and miscellaneous             |                      | 3,528            |  |       | 557              |  |       | 42              
|Professional
      fee                     |                      | 23,801           |  |       | 4,057            |  |       | 1,250           
|Write-down
      of royalty interest       |                      | 49,999           |  |       | -                |  |       | -               
|                                           |                      |                  |  |       |                  |  |       |                 
|Loss
      before other item               |                      | 114,661          |  |       | 24,824           |  |       | 1,664           
|                                           |                      |                  |  |       |                  |  |       |                 
|Other
      item                           |                      |                  |  |       |                  |  |       |                 
|Royalty
      income                       |                      | 16,326           |  |       | 2,700            |  |       | 2,563           
|                                           |                      |                  |  |       |                  |  |       |                 
|Income
      (loss) for the period         | $                    | (98,335)         |  | $     | (22,124)         |  | $     | 899             
|                                           |                      |                  |  |       |                  |  |       |                 
|Loss
      per share                       |                      |                  |  |       |                  |  |       |                 
|-
      basic and diluted                  |                      |                  |  | $     | (0.00)           |  | $     | 0.00            
|                                           |                      |                  |  |       |                  |  |       |                 
|Weighted
      average number of           |                      |                  |  |       |                  |  |       |                 
|common
      shares outstanding            |                      |                  |  |       |                  |  |       |                 
|-
      basic and diluted                  |                      |                  |  |       | 10,600,000       |  |       | 10,600,000      

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

---

|LIONS
      GATE INVESTMENT LIMITED                  |                      |          |                  |        |                  |        |   |        | 
|---------------------------------------------------- | -------------------- | -------- | ---------------- | ------ | ---------------- | ------ | - | ------ | 
|(A
      development stage company)                  |                      |          |                  |        |                  |        |   |        | 
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Statement
      of Cash Flows                        |                      |          |                  |        |                  |        |   |        | 
|(Unaudited
      - Prepared by Management)           |                      |          |                  |        |                  |        |   |        | 
|(Expressed
      in U.S. Dollars)                    |                      |          |                  |        |                  |        |   |        | 
|                                                     | Cumulative           |          |                  |        |                  |        |   |       
|                                                     |                      | from     |                  |        |                  |        |   |        | 
|                                                     | October
      29     |          | Three            |        | Three            |       
|                                                     |                      | 1999     |                  | Months |                  | Months |  
|                                                     | (inception)
      to |          | Ended            |        | Ended            |       
|                                                     | October
      31     |          | October
      31 |        | October
      31 |       
|                                                     |                      | 2003     |                  | 2003   |                  | 2002   |  
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Cash
      flows from (used in) operating activities |                      |          |                  |        |                  |        |   |        | 
|Income
      (loss) for the period                   | $                    | (98,335) |                  | $      | (22,124)         |        | $ | 899    | 
|Common
      stock issued for services               |                      | 2,250    |                  |        | -                |        |   | -      | 
|Write-down
      of royalty interest                 |                      | 49,999   |                  |        | -                |        |   | -      | 
|Changes
      in assets and liabilities:             |                      |          |                  |        |                  |        |   |        | 
|-
      Increase in royalty income receivable        |                      | (10,109) |                  |        | (2,700)          |        |   | 282    | 
|-
      Increase (decrease) in accounts              |                      |          |                  |        |                  |        |   |        | 
|payable
      and accrued liabilities                |                      | 5,307    |                  |        | 4,057            |        |   | 1,250  | 
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Net
      cash from (used in) operating activities   |                      | (50,888) |                  |        | (20,767)         |        |   | 2,431  | 
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Cash
      flows from financing activities           |                      |          |                  |        |                  |        |   |        | 
|Issuance
      of common stock for cash              |                      | 52,450   |                  |        | -                |        |   | -      | 
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Net
      cash from financing activities             |                      | 52,450   |                  |        | -                |        |   | -      | 
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Increase
      (decrease) in cash                    |                      |          |                  |        |                  |        |   |        | 
|and
      cash equivalents                           |                      | 1,562    |                  |        | (20,767)         |        |   | 2,431  | 
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Cash
      and cash equivalents,                     |                      |          |                  |        |                  |        |   |        | 
|beginning
      of period                            |                      | -        |                  |        | 22,329           |        |   | 33,627 | 
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Cash
      and cash equivalents,
      end of period | $                    | 1,562    |                  | $      | 1,562            |        | $ | 36,058 | 
|                                                     |                      |          |                  |        |                  |        |   |        | 
|Supplemental
      disclosure of non-cash            |                      |          |                  |        |                  |        |   |        | 
|investing
      and operating 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 Financial Statements October 31, 2003

(Unaudited
- Prepared by Management)

(Expressed
in U.S. Dollars)

1.
Incorporation and
Continuance of Operations

The Company was
incorporated on October 29, 1999 under the laws of the State of Nevada. The
Company is in the business of earning royalty income from oil and gas
properties. The Company has not derived significant royalty income to date. The
Company is considered a development stage company as defined in SFAS No. 7. The
Company has an office in Alberta, Canada.

These financial
statements have been prepared in accordance with generally accepted accounting
principles applicable to a going concern, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business. The Company has received minimal royalty income to date. However,
the Company is incurring operating losses and requires additional funds to
maintain its operations. Management's plans in this regard are advancing funds
on an as needed basis and raising equity financing.

These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that might result from
this uncertainty.

2.   
Basis of Presentation

The accompanying
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all normal, recurring adjustments considered necessary for a fair
presentation have been included. The financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended July 31, 2003.
The results of operations for the three months ended October 31, 2003 are
necessarily indicative of the results that may be expected for the fiscal year.

---

LIONS
GATE INVESTMENT LIMITED

(A
development stage company)



Notes
to Financial Statements October 31, 2003

(Unaudited
- Prepared by Management)

(Expressed
in U.S. Dollars)

3.Significant Accounting Policies

|(a) | Accounting
      Estimates
      The preparation
      of financial statements in conformity with generally accepted accounting
      principles 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 differ
      from those
      estimates and
      assumptions.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Advertising
      Expenses
      The Company
      expenses advertising costs as incurred. There was no advertising expenses
      incurred by the Company for the three months ended October 31, 2003.                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Royalty
      Income
      Royalty income
      is recorded in the period earned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(d) | Loss
      Per Share
      Loss per share
      is computed using the weighted average number of shares outstanding during
      the period. The Company has adopted SFAS No. 128,"Earnings
      Per Share".
      Diluted loss per share is equivalent to basic loss per share.                                                                                                                                                                                                                                                                                                
|(e) | Foreign
      Currency Transactions
      The Company
      operates outside of United States of America and maintains its accounting
      records in U.S. Dollars, as follows:
      At the
      transaction date, each asset, liability, revenue and expense is translated
      into U.S. dollars by the use of the exchange rate in effect at that date.
      At the period end, monetary assets and liabilities are remeasured by using
      the exchange rate in effect at that date. The resulting foreign exchange
      gains and losses are included in operations.



---

LIONS
GATE INVESTMENT LIMITED

(A
development stage company)



Notes
to Financial Statements October 31, 2003

(Unaudited
- Prepared by Management)

(Expressed
in U.S. Dollars)

3. Significant
Accounting Policies(continued)

|(f) | Fair
      Value of Financial Instruments
      Fair value of
      financial instruments are made at a specific point in time, based on
      relevant information about financial markets and specific financial
      instruments. As these estimates are subjective in nature, involving
      uncertainties and matters of significant judgement, they cannot be
      determined with precision. Changes in assumptions can significantly affect
      estimated fair values.
      The carrying
      value of cash, royalty receivable and accounts payable and accrued
      liabilities approximate their fair value because of the short-term nature
      of these instruments. Management is of the opinion that the Company is not
      exposed to significant interest or credit risks arising from these
      financial instruments. The Company is operating outside the United States
      of America and has exposure to foreign currency risk due to the
      fluctuation of currency in which the Company operates and U.S. dollar.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | Income
      Taxes
      The Company has
      adopted Statement of Financial Accounting Standards No. 109 (SFAS 109),Accounting
      for Income Taxes,which
      requires the Company to recognize deferred tax liabilities and assets for
      the expected future tax consequences of events that have been recognized
      in the Company's financial statements or tax returns using the liability
      method. Under this method, deferred tax liabilities and assets are
      determined based on the temporary differences between the financial
      statement and tax bases of assets and liabilities using enacted tax rates
      in effect in the years in which the differences are expected to reverse.                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | Stock-Based
      Compensation
      The Company has
      adopted the disclosure-only provisions of Statement of Financial
      Accounting Standards No. 123 (SFAS 123),Accounting
      for Stock-based Compensation.SFAS
      123 encourages, but does not require, companies to adopt a fair value
      based method for determining expense related to stock-based compensation.
      The Company accounts for stock-based compensation issued to employees and
      directors using the intrinsic value method as prescribed under Accounting
      Principles Board Opinion No. 25,Accounting
      for Stock Issued to Employeesand
      related interpretations.
      The Company did
      not grant any stock options during the three months ended October 31,
      2003.

---

LIONS
GATE INVESTMENT LIMITED

(A
development stage company)



Notes
to Financial Statements October 31, 2003

(Unaudited
- Prepared by Management)

(Expressed
in U.S. Dollars)

3. Significant
Accounting Policies(continued)

|(i) | Comprehensive
      Income
      The Company has
      adopted Statement of Financial Accounting Standards No. 130 (SFAS 130),Reporting
      Comprehensive Income,
      which establishes standards for reporting and display of comprehensive
      income, its components and accumulated balances. The Company is disclosing
      this information on its Statement of Stockholders' Equity. Comprehensive
      income comprises equity except those resulting from investments by owners
      and distributions to owners. The Company has no elements of "other
      comprehensive income" for the three months ended October 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(j) | Accounting for
      Derivative Instruments and Hedging Activities
      The Company has
      adopted the Statement of Financial Accounting Standards No. 133 (SFAS
      133),Accounting
      for Derivative Instruments and Hedging Activities,which
      requires companies to recognize all derivatives contracts as either assets
      or liabilities in the balance sheet and to measure them at fair value. If
      certain conditions are met, a derivative may be specifically designated as
      a hedge, the objective of which is to match the timing of gain or loss
      recognition on the hedging derivative with the recognition of (i) the
      changes in the fair value of the hedged asset or liability that are
      attributable to the hedged risk or (ii) the earnings effect of the hedged
      forecasted transaction. For a derivative not designated as a hedging
      instrument, the gain or loss is recognized in income in the period of
      change.
      The Company has
      not entered into derivative contracts either to hedge existing risks or
      for speculative purposes. The adoption of the statement will not have an
      impact on the Company's financial statements.



4.Royalty
Interest



|                                 |   | 2003     |   | 2002     | 
|-------------------------------- | - | -------- | - | -------- | 
|Royalty
      interest           | $ | 50,000   | $ | 50,000   | 
|Less: impairment
      provision |   | (49,999) |   | (49,999) | 
|                                 | $ | 1        | $ | 1        | 

In 2001, the Company
acquired a 2% gross overriding royalty interest over certain petroleum producing
lands in the province of Alberta, Canada, known as Edgerton "27", located at
TWP 42, RGE 3, W4M, Section 27, from an individual, who was subsequently
appointed as the president of the Company, at a cost of $50,000. In 2002,
management of the Company determined there to be an impairment of the royalty
interest and, as a result, reduced the carrying value to $1. The royalty income
receivable as at October 31, 2003 was due from this related party.

---

LIONS
GATE INVESTMENT LIMITED

(A
development stage company)



Notes
to Financial Statements October 31, 2003

(Unaudited
- Prepared by Management)

(Expressed
in U.S. Dollars)

5. Related
Party Transaction

During the period, the Company paid $20,000 in consulting fees to a company
controlled by a director of the Company.





---



Item 2 - 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 included elsewhere in this quarterly report for the three months ended October 31, 2003.  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 have examined suitable trade geophysical data available in the immediate vicinity of our current royalty interest.  Our examination of trade data brokers' inventory has determined the geographic location, age and parameters of existing data with a view to acquiring and re-processing suitable data.  The activity of data acquisition involved our company reviewing currently available seismic data for quality and technical merit.  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 may 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 Issuer 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 2003.  Our phase two geophysical acquisition program is currently scheduled for the spring of 2004.



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 Issuer 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





SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Certain statements in this section and elsewhere in this quarterly report on Form 10-QSB are forward-looking in nature and relate to our plans, objectives, estimates and goals.  Words such as
"expects," "anticipates," "intends," "plans," "projects," "forecasts," "believes," and
"estimates," and variations of such words and similar expressions, identify such forward-looking statements.  Such statements are made pursuant to the safe harbor provisions of the private securities litigation reform act of 1995 and speak only as of the date of this report.  The statements are based on current expectations, are inherently uncertain, are subject to risks and uncertainties and should be viewed with caution.  Actual results and experience may differ materially from those expressed or implied by the forward-looking statements as a result of many factors, including, without limitation, those set forth under
"business -- additional factors that may affect our business and future results" in our most recent annual report on Form 10-KSB and under
"risk factors".  We make no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

---

Item 3 - Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer have concluded that our controls and other procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms are effective, based upon their evaluation of these controls and procedures as of a date within 90 days of the filing date of this Form 10-QSB.



There were no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and weaknesses.





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



None



Item 5

OTHER INFORMATION



None



Item 6

EXHIBITS AND REPORTS ON FORM 8-K



(a)

Exhibits



99.1

Section 302 - Certification of Disclosure by the Company's Chief Executive Officer



99.2

Section 302 - Certification of Disclosure by the Company's Chief Financial Officer



99.3

Section 906 Certification



(b)

Reports on Form 8-K



The Company filed a Form 8K/A on September 11, 2003 with respect to the change of auditors.

---





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 4, 2003

Per:

/s/Keith Ebert



Keith Ebert,

C.F.O., Secretary and Director