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 JANUARY 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 January 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 Sheet as of January 31, 2003



Statement of Operations for the period ended

January 31, 2003



Consolidated Statements of Cash Flows for the period ended

January 31, 2003



Consolidated Statements of Changes in Stockholders' Equity



Notes to Consolidated 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



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)





JANUARY 31, 2003



---

LIONS GATE INVESTMENT LIMITED

(A Development Stage Company)

BALANCE SHEETS

(Expressed in U.S. dollars)

(Unaudited)



|                                                 | January 31,
2003
(unaudited)                             | July 31,
2002
(audited)
|------------------------------------------------ | -------------------------------------------------------- | -----------------------
|                                                 |                                                          |                        
|                                                 |                                                          |                        
|                                                 |                                                          |                        
|ASSETS                                           |                                                          |                        
|                                                 |                                                          |                        
|                                                 |                                                          |                        
|Current                                          |                                                          |                        
|Cash                                             | $
30,790                                                 | $
33,627               
|Royalty income receivable                        | 2,385                                                    | 2,667                  
|                                                 |                                                          |                        
|Total current assets                             | 33,175                                                   | 36,294                 
|                                                 |                                                          |                        
|Royalty interest (Note 3)                        | 1                                                        | 1                      
|                                                 |                                                          |                        
|Total assets                                     | $
33,176                                                 | $
36,295               
|                                                 |                                                          |                        
|                                                 |                                                          |                        
|                                                 |                                                          |                        
|LIABILITIES AND STOCKHOLDERS EQUITY             |                                                          |                        
|                                                 |                                                          |                        
|                                                 |                                                          |                        
|Current                                          |                                                          |                        
|Accounts payable and accrued liabilities         | $
4,350                                                  | $
1,850                
|                                                 |                                                          |                        
|Stockholders equity                             |                                                          |                        
|Capital stock (Note 4)                           |                                                          |                        
|Authorized                                       |                                                          |                        
|100,000,000                                      | common shares with a par value of $0.0001                |                        
|Issued                                           |                                                          |                        
|10,600,000                                       | common shares (July 31, 2002  10,600,000 common shares) | 1,060                  
|Additional paid-in capital                       | 103,640                                                  | 103,640                
|Deficit accumulated during the development stage | (75,874)                                                 | (70,255)               
|                                                 |                                                          |                        
|Total stockholders' equity                       | 28,826                                                   | 34,445                 
|                                                 |                                                          |                        
|Total liabilities and stockholders' equity       | $
33,176                                                 | $
36,295               





History and organization of the Company (Note 1)











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)



|                                        | Cumulative
Amounts
From
Incorporation
on
October 29,
1999 to
January 31,
2003 | Three Month
Period Ended
January 31,
2003 | Three Month
Period Ended
January 31,
2002 | Six Month
Period Ended
January 31,
2003 | Six Month
Period Ended
January 31,
2002
|--------------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------------- | ----------------------------------------- | --------------------------------------- | ---------------------------------------
|                                        |                                                                               |                                           |                                           |                                         |                                        
|                                        |                                                                               |                                           |                                           |                                         |                                        
|                                        |                                                                               |                                           |                                           |                                         |                                        
|EXPENSES                                |                                                                               |                                           |                                           |                                         |                                        
|Consulting fees                         | $
11,517                                                                      | $
4,600                                   | $
1,417                                   | $
4,600                                 | $
3,917                                
|Filing and transfer agent fees          | 4,378                                                                         | 326                                       | 187                                       | 698                                     | 547                                    
|Office and miscellaneous                | 2,928                                                                         | 21                                        | 371                                       | 63                                      | 465                                    
|Professional fees                       | 15,653                                                                        | 1,571                                     | 3,100                                     | 2,821                                   | 4,550                                  
|Write-down of royalty                   |                                                                               |                                           |                                           |                                         |                                        
|interest (Note 4)                       | 49,999                                                                        | -                                         | -                                         | -                                       | -                                      
|                                        |                                                                               |                                           |                                           |                                         |                                        
|                                        |                                                                               |                                           |                                           |                                         |                                        
|Loss before other item                  | (84,475)                                                                      | (6,518)                                   | (5,075)                                   | (8,182)                                 | (9,479)                                
|                                        |                                                                               |                                           |                                           |                                         |                                        
|                                        |                                                                               |                                           |                                           |                                         |                                        
|OTHER ITEM                              |                                                                               |                                           |                                           |                                         |                                        
|Royalty revenue                         | 8,601                                                                         | -                                         | 1,093                                     | 2,563                                   | 2,243                                  
|                                        |                                                                               |                                           |                                           |                                         |                                        
|                                        |                                                                               |                                           |                                           |                                         |                                        
|Loss for the period                     | $
(75,874)                                                                    | $
(6,518)                                 | $
(3,982)                                 | $
(5,619)                               | $
(7,236)                              
|                                        |                                                                               |                                           |                                           |                                         |                                        
|                                        |                                                                               |                                           |                                           |                                         |                                        
|Basic and diluted loss
per common share |                                                                               | $
(0.00)                                  | $
(0.00)                                  | $
(0.00)                                | $
(0.00)                               
|                                        |                                                                               |                                           |                                           |                                         |                                        
|                                        |                                                                               |                                           |                                           |                                         |                                        
|Weighted average number of shares       |                                                                               |                                           |                                           |                                         |                                        
|outstanding  basic and diluted         |                                                                               | 10,600,000                                | 19,600,000                                | 10,600,000                              | 19,600,000                             



















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
Accumulated
During the
Development | Total
Stockholders'
|--------------------------------- | ------------ | ------------------ | ------------------------------------------ | -------------------
|                                  | Shares       | Amount             | Capital                                    | Stage              
|                                  |              |                    |                                            |                    
|                                  |              |                    |                                            |                    
|                                  |              |                    |                                            |                    
|Balance, October 29, 1999         | -            | $
-                | $
-                                        | $
-                
|                                  |              |                    |                                            |                    
|Common shares issued
for services | 9,000,000    | 900                | 1,350                                      | -                  
|                                  |              |                    |                                            |                    
|Common shares issued for cash     | 9,800,000    | 980                | 1,470                                      | -                  
|                                  |              |                    |                                            |                    
|Loss for the period               | -            | -                  | -                                          | (4,738)            
|                                  |              |                    |                                            |                    
|Balance, July 31, 2000            | 18,800,000   | 1,880              | 2,820                                      | (4,738)            
|                                  |              |                    |                                            |                    
|Private placement                 | 400,000      | 40                 | 49,960                                     | -                  
|                                  |              |                    |                                            |                    
|Acquisition of royalty interest   | 400,000      | 40                 | 49,960                                     | -                  
|                                  |              |                    |                                            |                    
|Loss for the year                 | -            | -                  | -                                          | (4,465)            
|                                  |              |                    |                                            |                    
|Balance, July 31, 2001            | 19,600,000   | 1,960              | 102,740                                    | (9,203)            
|                                  |              |                    |                                            |                    
|Shares returned to treasury       | (9,000,000)  | (900)              | 900                                        | -                  
|                                  |              |                    |                                            |                    
|Loss for the year                 | -            | -                  | -                                          | (61,052)           
|                                  |              |                    |                                            |                    
|Balance, July 31, 2002            | 10,600,000   | 1,060              | 103,640                                    | (70,255)           
|                                  |              |                    |                                            |                    
|Loss for the period               | -            | -                  | -                                          | (5,619)            
|                                  |              |                    |                                            |                    
|Balance, January 31, 2003         | 10,600,000   | $
1,060            | $
103,640                                  | $
(75,874)         





















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)



|                                                                        | Cumulative
Amounts
From
Incorporation
on
October 29,
1999 to
January 31,
2003 | Six Month
Period Ended
January 31,
2003 | Six Month
Period Ended
January 31,
2002
|----------------------------------------------------------------------- | ----------------------------------------------------------------------------- | --------------------------------------- | ---------------------------------------
|                                                                        |                                                                               |                                         |                                        
|                                                                        |                                                                               |                                         |                                        
|                                                                        |                                                                               |                                         |                                        
|CASH FLOWS FROM OPERATING ACTIVITIES                                    |                                                                               |                                         |                                        
|Loss for the period                                                     | $
(75,874)                                                                    | $
(5,619)                               | $
(7,236)                              
|Item not affecting cash:                                                |                                                                               |                                         |                                        
|Common shares issued for services                                       | 2,250                                                                         | -                                       | -                                      
|Write-down of royalty interest                                          | 49,999                                                                        | -                                       | -                                      
|                                                                        |                                                                               |                                         |                                        
|Changes in non-cash working capital items:                              |                                                                               |                                         |                                        
|(Increase) decrease in royalty income receivable                        | (2,385)                                                                       | 282                                     | 80                                     
|Increase in accounts payable and accrued liabilities                    | 4,350                                                                         | 2,500                                   | 2,550                                  
|                                                                        |                                                                               |                                         |                                        
|Net cash used in operating activities                                   | (21,660)                                                                      | (2,837)                                 | (4,606)                                
|                                                                        |                                                                               |                                         |                                        
|CASH FLOWS FROM FINANCING ACTIVITIES                                    |                                                                               |                                         |                                        
|Issuance of shares                                                      | 52,450                                                                        | -                                       | -                                      
|                                                                        |                                                                               |                                         |                                        
|Net cash provided by financing activities                               | 52,450                                                                        | -                                       | -                                      
|                                                                        |                                                                               |                                         |                                        
|Change in cash during the period                                        | 30,790                                                                        | (2,837)                                 | (4,606)                                
|                                                                        |                                                                               |                                         |                                        
|Cash, beginning of the period                                           | -                                                                             | 33,627                                  | 45,432                                 
|                                                                        |                                                                               |                                         |                                        
|Cash, end of the period                                                 | $
30,790                                                                      | $
30,790                                | $
40,826                               
|                                                                        |                                                                               |                                         |                                        
|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)

JANUARY 31, 2003









1.

HISTORY AND ORGANIZATION OF THE COMPANY



The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information and with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the three-month and six-month periods ended January 31, 2003, may not necessarily be indicative of the results that may be expected for the year ended July 31, 2003. For further information, refer to our financial statements and footnotes included on the Form 10-KSB for the year ended July 31, 2002.



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 Enterprises", 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
400,000 common shares at an agreed value of $50,000 to acquire a 2% gross overriding royalty interest on oil and gas production (Note 3).





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 January 31, 2003 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, 2002.  The results of operations for the period ended January 31, 2003 are not necessarily indicative of the results to be expected for the year ending July 31, 2003.







2.

GOING CONCERN





The Companys financial statements are in conformity with the generally accepted accounting principles of the United States of America 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.





If the going concern assumption were not appropriate for these financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported net loss and the balance sheet classifications used.





|                | January 31,
2003 | July 31,
2002
|--------------- | ---------------- | -------------
|                |                  |              
|Deficit         | $
(75,874)       | $
(70,255)   
|Working capital | 28,825           | 34,444       

---

LIONS GATE INVESTMENT LIMITED

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

(Unaudited)

JANUARY 31, 2003









3.

ROYALTY INTEREST



|                 | January 31,
2003 | July 31,
2002
|---------------- | ---------------- | -------------
|                 |                  |              
|Royalty interest | $
1              | $
1          





Edgerton, Alberta



During fiscal 2001, the Company issued
400,000 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.



During the year ended July 31, 2002, management of the Company determined there to be an impairment in the carrying value of the royalty interest and as a result, wrote down its investment to $1.







4.

CAPITAL STOCK



On November 1, 1999, the Company issued 9,800,000 of its common shares for proceeds of $2,450 and issued 9,000,000 of its common shares at an agreed value of $2,250 for services rendered.



On February 14, 2001, the Company completed a private placement of 400,000 common shares for proceeds of $50,000.



On February 14, 2001, the Company issued 400,000 common shares with a par value of $0.0001 for an agreed value of $50,000 for acquisition of a royalty interest (Note 3).



On January 1, 2002, a director of the Company returned 9,000,000 common shares with a par value of $0.0001 per share to treasury for cancellation.



On November 4, 2002, the Company implemented a 1:4 forward stock split.  The number of outstanding common shares increased from 2,650,000 common shares to 10,600,000 common shares.  All share and per share amounts have been restated to give retroactive recognition to the stock split for all periods presented.





Common shares



The common shares of the Company are all of the same class, are voting and entitle stockholders to receive dividends.  Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends which may be declared.

---

LIONS GATE INVESTMENT LIMITED

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

(Unaudited)

JANUARY 31, 2003









4.

CAPITAL STOCK (contd)



Additional paid-in capital



The excess of proceeds received for shares of common stock over their par value of $0.0001, less share issue costs, is credited to additional paid-in capital.





5.

INCOME TAXES



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



|                                               | January 31,
2003 | July 31,
2002
|---------------------------------------------- | ---------------- | -------------
|                                               |                  |              
|Tax benefit of net operating loss carryforward | $
25,800         | $
24,000     
|Valuation allowance                            | (25,800)         | (24,000)     
|                                               |                  |              
|                                               | $
-              | $
-          



The Company has a net operating loss carryforward of approximately $76,000, which if not used, will begin to expire in the year 2019.  The Company has provided a full valuation allowance on the deferred tax asset because of the uncertainty regarding realizability.





6.

FINANCIAL INSTRUMENTS



The Company's financial instruments consist of cash, royalty income receivable and 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 approximates their carrying values, unless otherwise noted.





7.

SEGMENTED INFORMATION



The Company operates principally in Canada in the business of earning royalty income on oil and gas properties.







---



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 thereto included elsewhere in this quarterly report for the six months ended January 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 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 middle of calendar 2003.  Our phase two geophysical acquisition program is currently scheduled for the fall of 2003.



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



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



(a)

We held an annual general meeting on December 2, 2002.



(b)

Our annual general meeting involved the election of directors.  Mr. N. Desmond Smith was re-elected as the sole director of our company.



(c)

The first matter which was voted on at our annual general meeting was the election of directors.  250,000 votes received were cast for and zero votes were received against the election of Mr. N. Desmond Smith as sole director of the Company.



The second matter which was voted on at our annual general meeting was the election of auditors.  250,000 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, 2003.



(d)

Not applicable.



Item 5

OTHER INFORMATION



None



Item 6

EXHIBITS AND REPORTS ON FORM 8-K



(a)

Exhibits



99.1

Certification of Disclosure by the Company's Chief Executive Officer/Chief Financial Officer



(b)

Reports on Form 8-K



The
Company filed a form 8-K on March 17, 2003 with respect to the change of auditor's.



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:  March
17, 2003

Per:

/s/N. Desmond Smith



N. Desmond Smith,

President, C.F.O. and Director