UNITED
                STATES


SECURITIES
                AND EXCHANGE COMMISSION


WASHINGTON,
                D.C. 20549





FORM
                20-F











[
      ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
      SECURITIES EXCHANGE ACT OF 1934





OR








[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934





For
      the fiscal year ended June 30, 2007


OR





[
                ]TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      transition period from ______________ to __________________


OR





[
      ] SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES EXCHANGE ACT
      OF
      1934





Date
      of
      event requiring this shell company report





Commission
                file number: 000-50492





LiveReel
                Media Corporation


(Exact
                name of Registrant as specified in its charter)








Canada


(Jurisdiction
      of incorporation or organization)





3400
      One First Canadian
      Place, C/O Bennett Jones LLP, PO Box 130,


Toronto,
      Ontario M5X 1A4,
      Canada


(Address
      of principal executive offices)





Securities
      registered or to be registered pursuant to Section 12(b) of the Act.: None

















Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act.





Common
      shares without par
      value


(Title
      of
      Class)





Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act :
None





Indicate
      the number of outstanding shares of each of the Issuer’s classes of capital or
      common stock as of the close of the period covered by the annual
      report





Common
      shares without par value – 13,721,744 as at June 30, 2007





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


[
      ] Yes
      [X] No





If
      this
      report is an annual or transition report, indicate by check mark if the
      registrant is not required to file reports pursuant to Section 13 or 15(d)
      of
      the Securities Exchange Act of 1934.


[X]
      Yes  [] No





Note
      -
      Checking the box above will not relieve any registrant required to file reports
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from
      their obligations under those Sections.





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


[X]Yes
      [
      ]No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of "accelerated
      filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
      accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer
      [X]





Indicate
      by check mark which financial statement item the registrant has elected to
      follow





Item
      17:
      XItem 18





If
      this
      is an annual report, indicate by check mark whether the registrant is a shell
      company (as defined in Rule 12b-2 of the Exchange Act). [
      ] Yes
      [X] No











TABLE
      OF CONTENTS








Page
                No.Forward-Looking
                Statements
            1Foreign
                Private Issuer Status and Currencies and Exchange Rates
            2Part
                IItem
                1. Identity of Directors, Senior Management and Advisors
            2Item
                2. Offer Statistics and Expected Timetable
            2Item
                3. Key Information
            2Item
                4. Information on the Company
            10Item
                5. Operating and Financial Review and Prospects
            13Item
                6. Directors, Senior Management and Employees
            22Item
                7. Major Shareholders and Related Party Transactions
            28Item
                8. Financial Information
            30Item
                9. The Offer and Listing
            31Item
                10. Additional Information
            33Item
                11. Quantitative and Qualitative Disclosures About Market Risk
            50Item
                12. Description of Securities Other Than Equity Securities
            50Part
                IIItem
                13. Defaults, Dividend Arrearages and Delinquencies
            50Item
                14. Material Modifications to the Rights of Security
                Holders
            50and Use of ProceedsItem
                15. Controls and Procedures
            50Item
                16. Audit Committee, Code of Ethics, and Principal Accountant's Fees,
                and
                Services
            51Part
                IIIItem
                17. Financial Statements
            52Item
                18. Financial Statements
            52Item
                19. Exhibits
            52Signature
            56














FORWARD-LOOKING
      STATEMENTS








This
      annual report includes "forward-looking statements." All statements, other
      than
      statements of historical facts, included in this annual report that address
      activities, events or developments, which we expect or anticipate, will or
      may
      occur in the future are forward-looking statements.





The
      words
      "believe", "intend", "expect", "anticipate", "project", "estimate", "predict"
      and similar expressions are also intended to identify forward-looking
      statements.





These
      forward-looking statements address, among others, such issues as:





- 
      Future earnings and cash flow,





- 
      Expansion and growth of our business and operations, and





- 
Our
      prospective operational and financial information.





These
      statements are based on assumptions and analyses made by us in light of our
      experience and our perception of historical trends, current conditions and
      expected future developments, as well as other factors we believe are
      appropriate in particular circumstances. However, whether actual results and
      developments will meet our expectations and predictions depends on a number
      of
      risks and uncertainties, which could cause actual results to differ materially
      from our expectations, including the risks set forth in "Item 3-Key
      Information-Risk Factors" and the following:





-
            Fluctuations
                in prices of our products and services,-
            Potential
                acquisitions and other business
                opportunities,


-
            General
                economic, market and business conditions, and-
            Other
                risks and factors beyond our
                control.





Consequently,
      all of the forward-looking statements made in this annual report are qualified
      by these cautionary statements. We cannot assure you that the actual results
      or
      developments anticipated by us will be realized or, even if substantially
      realized, that they will have the expected effect on us or our business or
      operations.




Unless
      the context indicates otherwise, the terms "LiveReel Media Corporation", “the
      "Company”, "LiveReel", “we”, “us”, “our” and “registrant” are used
      interchangeably in this Annual Report and mean LiveReel Media Corporation and
      its subsidiary.





-
            1 -





FOREIGN
      PRIVATE ISSUER
      STATUS AND CURRENCIES AND EXCHANGE RATES








Foreign
      Private Issuer Status





LiveReel
      Media Corporation is a Canadian corporation incorporated under the Federal
      Business Laws of Canada. Approximately 63% of its common stock is held by
      non-United States citizens and residents and our business is administered
      principally outside the United States; As a result, we believe that we qualify
      as a "foreign private issuer" for continuing to report regarding the
      registration of our common stock using this Form 20-F annual report
      format.





Currency





The
      financial information presented in this Annual Report is expressed in Canadian
      dollars ("CDN $") and the financial data in this Annual Report is presented
      in
      accordance with accounting principles generally accepted in Canada ("Can.
      GAAP"). Such financial data conforms in all material respects with accounting
      principles generally accepted in the United States ("U.S. GAAP") except as
      disclosed in Note 16 of the Notes to Consolidated Financial Statements contained
      herein.





All
      dollar amounts set forth in this report are in Canadian dollars, except where
      otherwise indicated.





PART
      I








ITEM
      1 - IDENTITY OF
      DIRECTORS, SENIOR MANAGEMENT AND ADVISORS





Not
      applicable.





ITEM
      2 - OFFER STATISTICS
      AND EXPECTED TIMETABLE





Not
      applicable.





ITEM
      3 - KEY
      INFORMATION





(A)
      SELECTED FINANCIAL DATA





This
      Report includes consolidated financial statements of the Company for the years
      ended June 30, 2007, 2006 and 2005.These financial statements were prepared
      in
      accordance with accounting principles generally accepted in Canada. Reference
      is
      made to Financial Statement Notes for a discussion of the material differences
      between Canadian GAAP and U.S. GAAP, and their effect on the Company's financial
      statements.





-
            2 -





The
      following is a selected financial data for the Company for each of the last
      five
      fiscal years 2003 through 2007 on a consolidated basis. The data is extracted
      from the audited financial statements of the Company for each of the said
      years.





Financial
      data in accordance with Canadian GAAP (CDN $) - Fiscal year ended June
      30




2007
              
              
              2006
              
              
              2005
              
              
              2004
              
              
              2003Revenue
              
              $
              72,697
              
              
              $
              7,052
              
              
              $
              5,031
              
              
              $
              -
              
              
              $
              -Net
                  Loss
              
              $
              (624,965
              )
              
              $
              (682,097
              )
              
              $
              (259,333
              )
              
              $
              (214,601
              )
              
              $
              (108,514
              )Net
                  loss per
                  share  (1)
              
              $
              (0.04
              )
              
              $
              (0.07
              )
              
              $
              (0.04
              )
              
              $
              (0.06
              )
              
              $
              (0.06
              )Working
                  capital
                  (Deficit)
              
              $
              1,965,665
              
              
              $
              2,499,781
              
              
              $
              (194,696
              )
              
              $
              (57,478
              )
              
              $
              (106,350
              )Total
                  assets
              
              $
              2,105,100
              
              
              $
              2,641,600
              
              
              $
              240,112
              
              
              $
              2,867
              
              
              $
              111,612Capital
                  stock
              
              $
              1,586,599
              
              
              $
              2,255,394
              
              
              $
              4,815,672
              
              
              $
              4,460,857
              
              
              $
              4,307,384Warrants
              
              $
              6,215,747
              
              
              $
              5,729,352
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Shareholders'
                  equity(Deficit)
              
              $
              1,990,655
              
              
              $
              2,524,781
              
              
              $
              37,804
              
              
              $
              (57,478
              )
              
              $
              3,650Weighted
                  average number of shares
                  outstanding ( 2  )
              
              
              14,089,963
              
              
              
              9,494,677
              
              
              
              6,629,968
              
              
              
              3,680,536
              
              
              
              1,906,654(1)
                  The effect of potential share
                  issuances pursuant to the exercise of warrants would be anti-dilutive
                  and, therefore, basic and diluted losses per share are the
                  same.(2)
                  Weighted average number of
                  shares for a year was calculated by dividing the total of the number
                  of
                  shares outstanding at the end of each of the months by twelve.
                  Weighted
                  average number for the fiscal years 2003 was adjusted to reflect
                  stock
                  consolidations in 2004 and 2005





Financial
      data in accordance with U.S. GAAP  (CDN $) – Fiscal year ended June
      30





2007
              
              
              2006
              
              
              2005
              
              
              2004
              
              
              2003Revenue
              
              $
              72,697
              
              
              $
              7,052
              
              
              $
              5,031
              
              
              $
              -
              
              
              $
              -Net
                  Loss
              
              $
              (624,695
              )
              
              $
              (648,139
              )
              
              $
              (259,736
              )
              
              $
              (104,601
              )
              
              $
              (143,514
              )Comprehensive
                  Loss
              
              $
              (624,695
              )
              
              $
              (648,139
              )
              
              $
              (259,533
              )
              
              $
              (104,601
              )
              
              $
              (143,514
              )Loss
                  per
                  share
              
              $
              (0.04
              )
              
              $
              (0.07
              )
              
              $
              (0.04
              )
              
              $
              (0.03
              )
              
              $
              (0.08
              )Total
                  assets
              
              $
              2,105,100
              
              
              $
              2,641,600
              
              
              $
              240,112
              
              
              $
              2,876
              
              
              $
              1,612Shareholders'
                  equity(Deficit)
              
              $
              1,990,655
              
              
              $
              2,524,781
              
              
              $
              37,804
              
              
              $
              (57,478
              )
              
              $
              (106,350
              )


The
      Company has not declared or paid any dividends in any of its last five financial
      years.





Exchange
      Rates





In
      this
      Annual Report on Form 20-F, unless otherwise specified, all monetary amounts
      are
      expressed in Canadian dollars.  The exchange rates used herein were
      obtained from Bank of Canada; however, they cannot be guaranteed.





-
            3 -





On
      November 30, 2007, the exchange rate, based on the noon buying rates, for the
      conversion of Canadian dollars into United States dollars (the “Noon Rate of
      Exchange”) was $1.00.





The
      following table sets out the high and low exchange rates for each of the last
      six months.








2007
            
            November
            
            October
            
            September
            
            August
            
            July
            
            JuneHigh
                for period
            
            $
            1.00
            
            $
            1.00
            
            $
            1.05
            
            $
            1.07
            
            $
            1.07
            
            $
            1.07Low
                for period
            
            $
            0.92
            
            $
            0.95
            
            $
            0.99
            
            $
            1.05
            
            $
            1.04
            
            $
            1.06








The
      following table sets out the average exchange rates for the five most recent
      financial years calculated by using the average of the Noon Rate of Exchange
      on
      the last day of each month during the period.





Year
                Ended June 30,2007
            2006
            2005
            2004
            2003Average
                for the year
            1.13
            1.16
            1.25
            1.34
            1.51








(B)
      CAPITALIZATION AND INDEBTEDNESS





Not
      applicable





(C)
      REASONS FOR THE OFFER AND USE OF PROCEEDS





Not
      applicable





(D)
      RISK FACTORS





The
      following is a brief discussion of those distinctive or special characteristics
      of the Company’s operations and industry that may have a material impact on, or
      constitute risk factors in respect of, the Company’s future financial
      performance.





-
            4 -





THE
      COMPANY HAS AN UNSUCCESSFUL OPERATING HISTORY





The
      Company is not profitable and has had no significant revenues since its
      incorporation in March 1997. While one of the film properties acquired by the
      Company in fiscal 2005 and the film that was financed in fiscal 2007havenow
      been developed into
      feature films for which the Company holds certain distribution rights, it is
      not
      clear whether this will generate any revenue for the Company. The Company has
      operated at a loss to date and in all likelihood will continue to sustain
      operating expenses in the foreseeable future. As of June 30, 2007, the Company
      had incurred cumulative losses of approximately $6.1 million. There is no
      assurance that the Company will ever be profitable.





The
      Company’s audited financials until fiscal 2005 included comments regarding the
      Company’s ability to continue as a going concern. During fiscal 2006, the
      Company was able to raise significant equity funds and restructure its
      operations, and as a result, going concern ability comments were not considered
      relevant by our auditors. However, there is a risk that the Company will need
      additional capital to fund its business plan and operations.





INVESTMENT
      STRATEGY




We
      have
      received Board of Director approval to utilize excess cash in our business
      to
      pursue additional investment opportunities outside the film industry in order
      to
      potentially increase our return to shareholders.   We are not
      limited to any particular industry or type of business, and we may choose to
      stay within the film industry.  We have not yet identified or selected
      any specific investment opportunity.   Accordingly, there is no
      current basis for you to evaluate the possible merits or risks of the investment
      opportunity which we may ultimately decide to pursue.




UNCERTAINTY
      REGARDING AUDIENCE ACCEPTANCES OF PROGRAMS





The
      television and motion picture industries have always involved a substantial
      degree of risk. There can be no assurance of the economic success of any motion
      picture or television program as revenue derived depends on audience acceptance,
      which cannot be accurately predicted. Audience acceptance is a factor not only
      of the response to the television program's or motion picture's artistic
      components but also to the reviews of critics, promotions, the quality and
      acceptance of other competing programs released into, or channels existing
      in,
      the marketplace at or near the same time, the availability of alternative forms
      of entertainment and leisure time activities, general economic conditions,
      public tastes generally and other intangible factors, all of which could change
      rapidly and many of which are beyond the Company’s control. A lack of audience
      acceptance for any of the films licensed, co-produced or distributed by the
      Company could have an adverse effect on its businesses, results of operations,
      prospects and financial condition.





UNAUTHORIZED
      OR PIRATED USE MAY ADVERSELY AFFECT REVENUE





Technological
      advances and the conversion of motion pictures into digital formats have made
      it
      easier to create, transmit and "share" high quality unauthorized copies of
      motion pictures in theatrical release, on videotapes and DVDs, from pay-per-view
      through unauthorized set-top boxes and other devices and through unlicensed
      broadcasts on free TV. As a result, users may be able to download and distribute
      unauthorized or "pirated" copies of copyrighted motion pictures over the
      Internet. As long as pirated content is available to download digitally, some
      consumers may choose to digitally download pirated motion pictures rather than
      pay for legitimate motion pictures or to purchase pirated DVD’s of motion
      pictures or of boxed sets of television series from unauthorized
      vendors.





-
            5 -








CHANGES
      IN REGULATIONS AND INCENTIVES MAY ADVERSELY AFFECT THE BUSINESS OF THE
      COMPANY





The
      Company plans to co-produce with or license its scripts and other intellectual
      properties to other entities which are expected to rely heavily on grants and
      labor rebates available for Canadian contents under the current regulations
      of
      Federal and Provincial governments of Canada.





Any
      significant changes in these regulations that result in reduced grants and
      rebates or elimination thereof may significantly affect the Company’s ability to
      produce and or license its scripts and in turn its ability to generate
      revenue.





THE
      COMPANY MAY NOT BE ABLE TO ACHIEVE AND MAINTAIN ITS COMPETITIVE
      POSITION





The
      entertainment industry is highly capital intensive and is characterized by
      intense and substantial competition. A number of the Company's competitors
      are
      well established, substantially larger and have substantially greater market
      recognition, greater resources and broader distribution capabilities than the
      Company. New competitors are continually emerging. Increased competition by
      existing and future competitors could materially and adversely affect the
      Company's ability to implement its business plan profitably. The lack of
      availability of unique quality content could adversely affect its
      business.





FOREIGN
        EXCHANGE RISK





The
      Company has foreign exchange risk because its functional currency is the
      Canadian dollar and a significant part of its revenue may be generated from
      overseas countries. An adverse move in foreign exchange rates between the
      Canadian dollar and the currencies of these countries could have an adverse
      effect on its operating results. The Company does not hedge against this
      risk.











-
            6 -





THE
      COMPANY'S COMMON SHARES ARE CONSIDERED TO BE PENNY STOCK, WHICH MAY ADVERSELY
      AFFECT THE LIQUIDITY OF ITS COMMON SHARES





The
      common shares of the Company are classified as “penny stock” as defined in Reg.
§ 240.3a51-1 promulgated under the Securities Exchange Act of 1934 (the “1934
      Act”). In connection with effecting any transaction in a penny stock, a broker
      or dealer must give the customer a written risk disclosure document that (a)
      describes the nature and level of risk in the market for penny stocks in both
      public offerings and secondary trading, (b) describes the broker’s or dealer’s
      duties to the customer and the rights and remedies available to such customer
      with respect to violations of such duties, (c) describes the dealer market,
      including “bid” and “ask” prices for penny stock and the significance of the
      spread between the bid and ask prices, (d) contains a toll-free telephone number
      for inquiries on disciplinary histories of brokers and dealers, and (e) define
      significant terms used in the disclosure document or the conduct of trading
      in
      penny stocks.  In addition, the broker-dealer must provide to a penny stock
      customer a written monthly account statement that discloses the identity and
      number of shares of each penny stock held in the customer’s account, and the
      estimated market value of such shares.  The extensive disclosure and other
      broker-dealer compliance related to penny stocks may result in reducing the
      level of trading activity in the secondary market for such stocks, thus limiting
      the ability of the holder to sell such stock.





MARKET
      PRICE FOR THE COMPANY'S COMMON SHARES HAS BEEN VOLATILE IN THE PAST AND MAY
      DECLINE IN THE FUTURE





In
      recent
      years, the securities markets in Canada and the United States have experienced
      a
      high level of price and volume volatility, and the market prices of securities
      of many companies, particularly small-cap companies like ours, have experienced
      wide fluctuations which have not necessarily been related to the operating
      performance, underlying asset values or prospects of such companies. Our shares
      may continue to experience significant market price and volume fluctuations
      in
      the future in response to factors, which are beyond our control.





THE
      COMPANY MAY NEED TO RAISE
      ADDITIONAL FINANCING TO MEET FUTURE OPERATING NEEDS.




The
      Company is in the business of film production, financing and distribution,
      which
      requires a level of liquidity. The Company hopes to earn sufficient revenue
      from
      distribution and scripts licensing to meet its operating needs and to raise
      additional equity funds through private placements of its securities with
      sophisticated investors.  The Company has avoided obtaining debt
      financing but may have to pursue this option if it is unable to obtain equity
      financing on acceptable terms.




If
      the Company is unable to achieve the expected revenue and or to obtain financing
      and cannot pay its debts as they become due, it may be forced to solicit a
      buyer
      or be forced into bankruptcy by its creditors.







-
            7 -





DIVIDENDS





All
      of
      the Company's available funds will be invested to finance the growth of the
      Company's business and therefore investors should not anticipate receiving
      a
      dividend on the Company's common shares in the foreseeable future.




DILUTION




The
      Company may in the future grant to some or all of its own and its subsidiaries'
      directors, officers, insiders and key consultants options to purchase the
      Company's Common Shares as non-cash incentives to those people. Such options
      may
      be granted at exercise prices equal to market prices at time when the public
      market is depressed or at exercise prices which may be substantially lower
      than
      the market prices. To the extent that significant numbers of such options may
      be
      granted and exercised, the interests of the then existing shareholders of the
      Company may be subject to additional dilution.


The
      Company is currently without proven sources of revenue except interest income
      which does not cover operating costs and may be required to issue additional
      securities to finance its operation and may also issue additional securities
      to
      finance the development of any or all of its projects. These actions could
      cause
      further dilution of the interests of the existing shareholders.




SHARES
      ELIGIBLE FOR FUTURE SALE MAY DEPRESS OUR STOCK PRICE




At
      June
      30, 2007, we had approximately 13.7 million shares of common stock outstanding
      of which approximately 9 million are restricted securities under Rule 144
      promulgated under the Securities Act. We also have approximately 6.2 million
      shares of common stock issuable under presently exercisable warrants which
      have
      not yet been registered under the US Securities Act.


Sales
      of
      shares of common stock pursuant to an effective registration statement or under
      Rule 144 or another exemption under the US Securities Act could have a
      material adverse effect on the price of our common stock and could impair our
      ability to raise additional capital through the sale of equity
      securities.





OUR
      OFFICERS AND DIRECTORS RESIDE OUTSIDE OF UNITED STATES AND THERE IS A RISK
      THAT
      CIVIL LIABILITIES AND JUDGEMENTS MAY BE UNENFORCEABLE




Half
      of
      the Company’s directors and officers are residents of countries other than the
      United States, and most of the Company's assets are located outside the United
      States.  As a result, it may not be possible for investors to effect
      service of process within the United States upon such persons or enforce in
      the
      United States against such persons judgments obtained in United States courts,
      including judgments predicated upon the civil liability provisions of United
      States federal securities laws or state securities laws.








-
            8 -








YOUR
      RIGHTS AND RESPONSIBILITIES AS A SHAREHOLDER WILL BE GOVERNED BY CANADIAN LAW
      AND DIFFER IN SOME RESPECTS FROM THE RIGHTS AND RESPONSIBILITIES UNDER U.S.
      LAW





We
      are
      incorporated under Canadian law. The rights and responsibilities of holders
      of
      our shares are governed by our Articles and By-Laws and by Canadian law. These
      rights and responsibilities may differ in some respects from the rights and
      responsibilities of shareholders in typical U.S. corporations.





CHANGING
      REGULATIONS OF CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE CAN CAUSE ADDITIONAL
      EXPENSES AND FAILURE TO COMPLY MAY ADVERSELY AFFECT OUR REPUTATION AND THE
      VALUE
      OF OUR SECURITIES





Changing
      laws, regulations and standards relating to corporate governance and public
      disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and
      new and changing provisions of Canadian securities laws, are creating
      uncertainty because of the lack of specificity and varying interpretations
      of
      the rules. As a result, the application of the rules may evolve over time as
      new
      guidance is provided by regulatory and governing bodies, which could result
      in
      continuing uncertainty regarding compliance matters and higher costs
      necessitated by ongoing revisions to disclosure and governance practices. We
      are
      committed to maintaining high standards of corporate governance and public
      disclosure. As a result, our efforts to comply with evolving laws, regulations
      and standards have resulted in, and are likely to continue to result in,
      increased general and administrative expenses and a diversion of management
      time
      and attention from revenue-generating activities to compliance activities.
      Any
      failure to comply with applicable laws may materially adversely affect our
      reputation and the value of our securities.





IF
      WE FAIL TO COMPLY WITH SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002, OUR
      REPUTATION AND THE VALUE OF OUR SECURITIES MAY BE ADVERSELY
      AFFECTED





Beginning
      with our annual report for the year ending June 30, 2008, Section 404 of the
      Sarbanes-Oxley Act of 2002 will require us to include an internal control report
      of management with our annual report on Form 20-F, which is to include
      management’s assessment of the effectiveness of our internal control over
      financial reporting as of the end of the fiscal year. That report will also
      be
      required to include an attestation report from our independent auditors on
      management’s assessment of our internal control over financial reporting. In
      order to achieve compliance with Section 404 within the prescribed period,
      management is in the process of adopting a detailed project work plan to assess
      the adequacy of our internal control over financial reporting, validate through
      testing that controls are functioning as documented, remediate any control
      weaknesses that may be identified, and implement a continuous reporting and
      improvement process for internal control over financial reporting. Any failure
      to comply with Section 404, including issuing the required management report
      and
      obtaining the attestation report on management’s assessment from our independent
      auditors, may materially adversely affect our reputation and the value of our
      securities.








-
            9 -





ITEM
      4 - INFORMATION ON THE
      COMPANY





(A)
      HISTORY AND DEVELOPMENT OF THE COMPANY





The
      Company changed its name from Noble House Entertainment Inc. to LiveReel Media
      Corporation effective October 12, 2006. The Company’s wholly owned subsidiary
      changed its name from Noble House Film & Television Inc. to LiveReel
      Productions Corporation (LRPC) effective August 10, 2006.





The
      Company is a reporting issuer with Ontario Securities Commission. Its common
      shares are currently listed and traded on Over The Counter Bulletin Board of
      the
      NASD (OTCBB) under the trading symbol “NHSEF”. The Company received a new CUSIP
      number and changed its trading and listing symbol to LVRLF effective December
      1,
      2006.





On
      October 26, 2006, LiveReel completed its continuance under the jurisdiction
      of
      the Canada Business Corporation Act from being governed by the Ontario Business
      Corporation Act (Ontario).





The
      Company was originally incorporated under the Business Corporation Act (Ontario)
      on March 18, 1997 as a result of an amalgamation under the name "Biolink Corp."
      The Company went through several name changes and changes in its business
      activities.





The
      Company has had no significant revenue since its incorporation. While it tried
      some new business initiatives including acquisition of scripts and related
      intellectual properties of a musical, “The Count of Monte Cristo” in 2001 and
      acquisition of an artist management contract and related developed properties
      like a demo 5-song CD, in fiscal 2003, the Company was unable to raise the
      required funds to develop and market these projects. Hence, by fiscal 2004,
      the
      Company abandoned these projects and wrote off all the related
      costs.





The
      Company continued its focus on entertainment sector. However, it changed its
      business strategy to focus primarily on films and television program
      development, licensing and distribution as a core business due to availability
      of various government incentives, local talents and a wider commercial market
      compared to the one for musicals, plays and song albums.





In
      November 2004, the Company acquired certain film scripts and distribution rights
      from an independent production house for $350,000, which was settled by issuance
      of 3.5 million restricted shares and 3.5 million restricted warrants. These
      film
      assets were rolled into the subsidiary, which is an operating arm of the
      Company.





In
      December 2004, the principals of the vendor production house joined the Company
      as consultants and began managing the subsidiary with a mandate to explore
      and
      exploit the existing properties commercially.





One
      of
      the scripts, King of Sorrow, was sold by the Company and produced into a feature
      film by another production company. In exchange for the rights to the
      screenplay, the company holds certain distribution rights to the film. Sales
      and
      distribution efforts have begun for this film.





The
      Company was a co-producer in a feature film, “Due Process”. This film has been
      produced and is ready for commercial exploitation. The Company has distribution
      rights to this film.





The
      Company completed two private placements in April and June 2006 with independent
      accredited investors and raised approximately $3 million.





-
            10 -





LRPC,
      the
      Company’s subsidiary, opened a representative office in London, UK on June 26,
      2006 to facilitate European distribution networking.





During
      the last quarter of fiscal 2006 and the first quarter of fiscal 2007, there
      was
      a change in the management of the Company. Both the chief executive officer
      and
      chief financial officer resigned and their consulting contracts were cancelled
      without any penalty or further financial commitments. One of the significant
      participants in the private placement became the chief executive officer and
      a
      new chief financial offer was appointed. Further, the entire in-house production
      team at the subsidiary also resigned and their contracts were
      terminated.





The
      new
      management concluded that the film properties held by the Company could not
      be
      profitably developed and exploited and therefore wrote off all properties at
      June 30, 2006, except for the script of King of Sorrow, which was already
      developed into a commercial film. This script was left at its carrying
      value.





The
      Company’s wholly owned subsidiary, LiveReel Productions Corporation (“LRPC”)
      formalized distribution arrangements for one of its films, King of Sorrow,
      in
      the first half of fiscal 2007.  The first successful international
      sales of the film were entered into in February, 2007 at the Berlin Film
      Festival, and further sales are continuing to be pursued.  However, as
      the international distribution agent has been selling the film for over a year
      and has recently had limited success at two major fall trade shows, management
      re-evaluated its expected future proceeds to be received from the film and
      reduced the expected value of the advance to $100,000 and the value of the
      film
      script down to nil.  This resulted in the expensing of $118,243 during
      the period ended September 30, 2007 both as a write down of advances to
      production companies and a write off of the script.





The
      new
      management, while maintaining the overall business focus on feature film
      production and distribution, began adopting a new approach in the final quarter
      of fiscal 2006.




The
      Company plans to focus on financing feature film productions as a producer
      or
      co-producer with others. These feature films will be produced by independent
      production companies, to be selected by management from time to
      time.  The Company anticipates continuing to utilize consultants with
      expertise in the industry to assist in selecting content and assisting in
      production and distribution efforts on projects the Company chooses to be
      associated with.




During
      the three month period ended September 30, 2006, the Company began to explore
      the financing aspect of the entertainment industry more extensively than in
      the
      past.  The Company entered into a bridging loan agreement which called
      for advances of up to $1.8 million to an independent production company involved
      in the production of a feature film, The Poet.  All amounts drawn
      under the bridging facility plus interest were repaid in the three months ended
      December 31, 2006.  The production company is owned by a former
      director and officer of the Company and a former officer of its wholly owned
      subsidiary.





In
      the
      three month period ended December 31, 2006, the Company entered into additional
      financing agreements to provide up to $625,000 in financing in exchange for
      financing fees and/or interest payments and the right to share in future net
      revenues of The Poet.  After a series of advances and repayments under
      this second facility, as at June 30, 2007, the amount advanced is approximately
      $226,000.  The Company is obligated for further advances of an
      additional $114,000 under the financing agreement.  The Company is
      expected to be repaid upon successful completion and distribution of The
      Poet.





-
            11 -





Subsequent
      to the end of the first quarter of fiscal 2008, the production company entered
      into a distribution agreement with a distributor for the certain worldwide
      rights to The Poet, and the first commitments were received at a major film
      industry trade show in November 2007.   However, based on the
      commitments received at that time, management has re-evaluated its expected
      future proceeds to be received from the film and reduced the expected value
      of
      the advance down to nil.  This resulted in the expensing of $283,667
      during the period ended September 30, 2007.





The
      Company’s principal business office is located at 3400 One First Canadian Place,
      C/O Bennett Jones LLP, PO Box 130, Toronto, Ontario, Canada M5X 1A4 and its
      telephone number is 416-607-6793.





(B)
      BUSINESS OVERVIEW





The
      Company’s business plan continues to become an integrated entertainment company
      focused on films and television properties. During most of fiscal 2006,
      management focused on three major activities: development and licensing of
      film
      properties, providing production consulting including pre and postproduction
      and
      sales exploitation of films. However, following successful completion of two
      private placements in April 2006 and June 2006, in which the Company raised
      approximately $3 million, there was a change in management and composition
      of
      the board of directors.





The
      new
      management, while maintaining the overall business focus on feature film
      production and distribution, began adopting a new approach.





The
      Company plans to focus on financing feature film productions as a producer
      or
      co-producer with others. These feature films will be produced by independent
      production companies, to be selected by management from time to time. The
      Company anticipates continuing to utilize consultants with expertise in the
      industry to assist in selecting content and assisting in production and
      distribution efforts on projects the Company chooses to be associated
      with.




(C)
      ORGANIZATIONAL STRUCTURE





As
      at
      June 30, 2007, the Company had only one wholly-owned subsidiary, LiveReel
      Productions Corporation, as explained above in (A).





(D)
      PROPERTY PLANTS AND EQUIPMENT





During
      fiscal 2006 and through July 31, 2006, the Corporate and head office of the
      Company was located in subleased premises at 47 Avenue Road, Suite 200, Toronto,
      Ontario, Canada. There was no long-term lease commitment.





Total
      area of the premises was approximately 950 sq. ft., and approximately 10% of
      these premises were subleased to the Company at an approximate rent and
      utilities cost of $200 per month.





-
            12 -





During
      fiscal 2006 and through July 31, 2006, the Company’s subsidiary, LRPC was
      located in another subleased premise at 181 Queen Street East, Toronto, Ontario,
      Canada. The premises were owned by the Company’s former CEO and a director, Mr.
      Damian Lee. There was no long-term lease commitment. Rent paid was $1,300 per
      month.





Effective
      August 1, 2006, the Company and its subsidiary both were relocated to 429
      Spadina Road, Toronto, Ontario M5P 2W3, Canada. The Company and its subsidiary
      subleased the space on a month to month basis at a cost of approximately $4,700
      per month.  Effective October 1, 2006, the month to month rent
      arrangement was terminated and the Company moved its registered office to its
      lawyers’ location, at 3400 One First Canadian Place, C/O Bennett Jones LLP, PO
      Box 130, Toronto, Ontario, Canada M5X 1A4.  It is not charged monthly
      rent under this arrangement.





The
      Company’s subsidiary opened a representative office in London, UK on June 26,
      2006. The office is at 105 Park Street, London, W1k 7JD, UK. The Company
      subleases the space on a month to month basis at no charge.








ITEM
      5 - OPERATING AND
      FINANCIAL REVIEW AND PROSPECTS





(A)
      OPERATING RESULTS





The
      following discussion should be read in conjunction with the Audited Financial
      Statements of the Company and notes thereto contained elsewhere in this
      report.





Results
      of operations





Year
                  ended June 30
              
              2007
              
              
              2006
              
              
              2005in
                  000' CDN
                  $
              
              
              in
                  000' CDN
                  $
              
              
              in
                  000' CDN
                  $Income
              
              
              73
              
              
              
              7
              
              
              
              5Expenses
              
              
              (697
              )
              
              
              (689
              )
              
              
              (265
              )Net
                  loss for
                  year
              
              
              (624
              )
              
              
              (682
              )
              
              
              (260
              )Deficit
                  at end of
                  year
              
              
              (6,105
              )
              
              
              (5,480
              )
              
              
              (4,798
              )


Overview





The
      following were the key events in the year ended June 30, 2007 -





1.
              The
                  Company’s subsidiary, LRPC was restructured to reduce the number of full
                  time consultants effective September 1, 2006.  The Company
                  entered into an international distribution agreement for its film,
                  King of
                  Sorrow.  The first sales of King of Sorrow occurred at the
                  Berlin Film Festival in February, 2007.





TheCompany’s wholly owned subsidiary, LiveReel Productions Corporation
                  (“LRPC”) formalized distribution arrangements for one of its films, King
                  of Sorrow, in the first half of fiscal 2007.  The first
                  successful international sales of the film were entered into in
                  February,
                  2007 at the Berlin Film Festival, and further sales are continuing
                  to be
                  pursued.  However, as the international distribution agent has
                  been selling the film for over a year and has recently had limited
                  success
                  at two major fall trade shows, management re-evaluated its expected
                  future
                  proceeds to be received from the film and reduced the expected
                  value of
                  the advance to $100,000 and the value of the film scriptdown
                  to nil.  This resulted in the expensing of $118,243 during the
                  period ended September 30, 2007 both as a write down of advances
                  to
                  production companies and a write off of the
                  script.





-
            13 -








2.
              The
                  Company entered into an agreement with a production company, The
                  Poet
                  Inc., to provide bridge financing of up to $1.8 million for production
                  expenses of the film that The Poet Inc. is in the process of developing
                  in
                  the three months ended September 30, 2006. These were repaid in
                  the three
                  months ended December 31, 2006.





3.
              In
                  the three months ended December 31, 2006, the Company entered into
                  additional agreements to provide up to $625,000 in additional financing
                  to
                  The Poet Inc. After a number series of advances and repayments
                  under this
                  second facility, as at June 30, 2007, the amount advanced is approximately
                  $226,000. The Company is obligated for further advances of an additional
                  $114,000 under the financing agreement. The Company was to be repaid
                  upon
                  successful completion and distribution of The Poet.


Subsequent
                      to the end of the first quarter of fiscal 2008, the production
                      company
                      entered into a distribution agreement with a distributor for
                      the certain
                      worldwide rights to The Poet, and the first commitments were
                      received at a
                      major film industry trade show in November.   However,
                      based on the commitments received at that time, management
                      has
                      re-evaluated its expected future proceeds to be received from
                      the film and
                      reduced the expected value of the advance down to nil.  This
                      resulted in the expensing of $283,667 during the period ended
                      September
                      30, 2007.





4.
              A
                  case was filed on August 10, 2005 in the Court in Florida against
                  the
                  Company and some of its past directors by a person alleging a liability
                  of
                  US$ 200,000 plus triple damages for failing to issue him common
                  shares of
                  the Company against the funds that he alleged to have paid in 1997.
                  The
                  Company’s lawyer filed a motion to dismiss the case on October 12, 2005
                  for lack of jurisdiction.  The case was dismissed in April 2007.




5.
              On
                  February 9, 2007, 1,000,000 options were granted to management
                  by the
                  board of directors. The options granted were issued at a strike
                  price of
                  US$0.15 per share, expire on February 9, 2012 and were fully vested.
                  On
                  the same date, the board of directors increased the number of options
                  available to be granted under the stock option plan to 3,000,000.
                  The
                  board of directors of the Company has full discretion to decide
                  the option
                  price and vesting periods. The options are convertible into an
                  equal
                  number of common shares of the Company. As a result of the granting
                  of the
                  options described above, the fair value of these options was estimated,
                  on
                  February 9, 2007, the date of the grant, using a Black-Scholes
                  option
                  price model.




6.
              The
                  amount of $136,179 was accounted for as a stock compensation expense
                  in
                  the three months ended March 31, 2007.





7.
              On
                  February 27, 2007, the conversion price of all previously issued
                  warrants
                  (total of 6,193,600) was reduced to US $0.10 per warrant and the
                  expiry
                  date was extended to November 30, 2009 by the board of directors
                  of the
                  Company. The fair value of these warrants of February 27, 2007,
                  the date
                  of these changes, was estimated using a Black-Scholes option price
                  model.




8.
              The
                  amount of $486,395 has been accounted for as a reduction of the
                  value of
                  the shares previously issued.





9.
              The
                  Company changed its name from Noble House Entertainment Inc. to
                  LiveReel
                  Media Corporation effective October 12, 2006. On October 20, 2006,
                  the
                  Company received regulatory approval for continuance under the
                  jurisdiction of the Canada Business Corporations Act.





-
            14 -








The
      following were the key events in fiscal 2006 -


1.
              One
                  of the scripts, King of Sorrow, was sold by the Company and produced
                  into
                  a feature film by another production company. In exchange for the
                  rights
                  to the screenplay, the Company holds certain distribution rights
                  to the
                  film. Sales and distribution efforts have begun for this film.
 2.
                The
                    company was a co-producer in a feature film, “Due Process”. This film has
                    been produced and is ready for commercial exploitation. The company
                    has
                    distribution rights to this film.


-
            15 -




3.
              The Company successfully
                completed
                two private placements with independent accredited investors and
                raised
                approximately $3 million.
 4.
                LRPC, the Company’s subsidiary,
                  opened a representative office in London, UK on June 26, 2006 to
                  facilitate European distribution networking.
 The
          following were the key events in fiscal 2005 -





1.
            The
                Company changed its name on November 4, 2004 from First Empire Corporation
                Inc. to Noble House Entertainment
                Inc.





2.
            On
                November 19, 2004, the Company carried out a reverse stock split
                under
                which one new common share of the Company was issued for every two
                old
                common shares of the Company.




3.
            Under
                the Company’s share buy-back plan to deal with fractional shares arising
                from the reverse stock split per (i) above, the holders of less than
                ten
                old common shares were not issued any new shares of the Company.
                Instead,
                they were entitled to a payment of $0.10 per share, subject to minimum
                of
                $1. As a result, a maximum of 619 existing common shares were expected
                to
                be returned to the Company for cancellation for a total cash consideration
                of $185 under the buy-back plan. None of these were
                returned.  The plan has no expiry
                date.




4.
            On
                November 30, 2004, the Company issued 3.5 million common shares plus
                3.5
                million warrants to an independent production house in settlement
                of the
                value of acquisition of certain theatrical films properties valued
                at
                $350,000 (see “Acquisition” below). These shares cannot be sold or
                transferred by the vendor for at least five years from the date of
                issuance without the approval of the Company as per the terms of
                the
                assets purchase agreement dated November 30, 2004. On January 18,
                2006,
                the conversion price of the above warrants was reduced to US $0.50
                per
                warrant and the expiry date was extended to November 30, 2008 by
                the board
                of directors of the Company. As at June 30, 2006, none of the warrants
                was
                exercised.




5.
            On
                December 1, 2004, the Company entered into a consulting contract
                with Mr.
                Damian Lee, one of the owners of the production house from which
                the
                Company acquired certain film properties. The Contract was effective
                January 15, 2005 for a five-year term up to January 15, 2010. The
                contract
                provided for a monthly fee of $6,000 plus taxes plus reimbursement
                of
                expenses. In addition, Mr. Lee would also be entitled to production
                fees
                and incentives linked to his role and responsibility on each film
                or
                television production.




6.
            On
                December 1, 2004, Mr. Damian Lee was appointed a director and chief
                executive officer of the Company.





-
            16 -





7.
            On
                January 21, 2005, the Company’s wholly owned subsidiary, First Empire
                Music Corp changed its name to Noble House Film & Television Inc. (
                NHFT).




8.
            NHFT
                became the operating arm of the Company. All film assets acquired
                in
                November 2004 from Noble House production Inc. were transferred to
                NHFT
                and Mr. Damian Lee took the charge of NHFT as president and brought
                in his
                team of consultants with considerable experience and contacts in
                the movie
                industry.




9.
            On
                April 27, 2005, NASDAQ accepted the Company’s application for a listing
                and trading of its common shares on Over the Counter Bulletin Board
                and
                assigned a trading symbol of NHSEF to the Common shares of the
                Company.





Income





The
      Company’s primary source of income in the year ended June 30, 2007 was from
      interest earned on the bridge financing facility provided to a production
      company described earlier and by earning interest income on excess cash
      balances.





Income
      in
      fiscal 2006 was comprised of distribution commission of $7,052 (fiscal 2005:
      $5,031) received during the second quarter of the fiscal 2006 from one of the
      distribution rights owned by the Company.





Expenses





The
      overall analysis of the expenses is as follows:





Year
                ended June 30
            
            2007
            
            
            2006
            
            
            2005Operating
                expenses
            
            $
            492,814
            
            
            $
            367,648
            
            
            $
            142,064Amortisation
                of investments in film and television programs
            
            
            -
            
            
            
            207,500
            
            
            
            117,500Stock
                based compensation
            
            
            204,578
            
            
            
            114,001
            
            
            
            5,000$
            697,392
            
            
            $
            689,149
            
            
            $
            264,564





Operating
      Expenses





The
      overall analysis of operating expenses is as follows:





Year
                ended June
                30
            
            2007
            
            
            2006
            
            
            2005Consulting
            
            $
            138,678
            
            
            $
            199,488
            
            
            $
            71,095Foreign
                exchange
                loss
            
            
            117,336
            
            
            
            33,958Professional
                fees
            
            
            114,311
            
            
            
            37,849
            
            
            
            9,680Office
                and
                general
            
            
            90,871
            
            
            
            78,410
            
            
            
            27,061Shareholders
                information
            
            
            26,312
            
            
            
            8,935
            
            
            
            20,122Promotion
            
            
            3,746
            
            
            
            7,999
            
            
            
            13,543Bank
                charges
            
            
            1,560
            
            
            
            1,009
            
            
            
            563$
            492,814
            
            
            $
            367,648
            
            
            $
            142,064








-
            17 -





Consulting





Consulting
      expenses for the twelve months ended June 30, 2007 include $65,000 of fees
      paid
      to the chief financial officer for consulting services provided during the
      period, $40,000 of fees paid to a former director and officer, and the balance
      related to consulting fees paid to 6 individuals who worked for the Company’s
      subsidiary.  Two of the former executives of the subsidiary, Mr.
      Damian Lee, the former President, and Mr. Lowell Conn, the former vice
      president, were paid a total of approximately $23,000 in the twelve month
      period.  All long term consulting contracts with the Company’s former
      senior management were cancelled without any penalty or further obligation
      in
      the three month period ended September 30, 2006.





Consulting
      fees for fiscal 2006 mainly included fees paid to approximately nine consultants
      by LRPC. Two of the former executives of the subsidiary, Mr. Damian Lee, the
      former president and Mr. Lowell Conn, the vice president were paid a total
      of
      approximately $131,000 or 66% of the fees as per the terms of five-year
      consulting contracts in place at the time.





Consulting
      fees in fiscal 2005 mainly consists of monthly fees paid to eight consultants
      working for LRPC which became fully operational in February 2005.





Foreign
      exchange loss




Exchange
        loss for the twelve months ended June 30, 2007 related entirely to the
        translation of US dollar balances and transactions into Canadian dollars
        at June
        30, 2007 compared to the exchange rate used at June 30, 2006 as the Canadian
        dollar strengthened against the US dollar. Most of the Company’s excess cash is
        held in a US dollar account, and translated at the balance sheet date.




For
        the
        twelve months ended June 30, 2006 there was a $33,958 foreign exchange loss
        due
        to movements of the Canadian and US dollar in the period.




Professional
      fees





Professional
      fees in the twelve months ended June 30, 2007 were comprised of legal fees
      of
      $84,461 and audit fees of $29,850.  Legal fees relate primarily to the
      review of the Company’s various public filings, assistance in review of
      materials for the annual general meeting of shareholders held March 12, 2007,
      assistance with the special shareholder meeting held October 4, 2006 and general
      corporate matters.





Professional
      fees in fiscal 2006 comprised legal fees of $18,003 and audit fees of
      $19,846.  Legal fees of approximately $3,800 were incurred on a legal
      case which is discussed further under the key contractual obligation sections
      of
      this report. The remaining legal fees were mainly incurred in connection with
      registration of stock compensation and stock option plans with the US Securities
      and Exchange Commission (SEC) and with review of our annual filings by the
      SEC
      for fiscal 2004 and 2005.





Fiscal
      2005 professional fees comprise the audit fee provision.





Office
      and general




These
        costs include insurance, rent, telephone, travel, and other general and
        administration costs.





-
            18 -







Insurance
        costs for the twelve months ended June 30, 2007 of $43,200 relate to a directors
        and officers insurance policy entered into during the first quarter of fiscal
        2007 for a twelve month period of time. No such policy was in place a year
        ago.




Rent
        for
        the twelve months ended June 30, 2007 was $9,450 as the company shared its
        premises with a production company during the year. In the twelve months
        ended
        June 30, 2006, rent was $18,505 and was incurred for the office space of
        the
        subsidiary, LRPC, which was rented at $1,300 per month under a month-to month
        lease as well as a small charge for corporate space from Current Capital
        Corporation, a shareholder. In the twelve months ended June 30, 2005, rent
        of
        $2,248 was only for five months of operations at the subsidiary, LRPC.




Miscellaneous
        office and general costs include the costs of various administrative travel,
        courier, web site development, etc. not categorized elsewhere in the financial
        statements. These costs totalled $38,221 in the twelve months ended June
        30,
        2007 compared to $59,905 in the twelve months ended June 30, 2006 because
        of
        there being fewer employees and consultants in fiscal 2007 compared to 2006,
        and
        associated administration costs declined accordingly. The Company also spent
        approximately $5,000 developing a corporate website in the twelve months
        ended
        June 30, 2006, and no such cost was incurred in fiscal 2007.




Significant
        increase in other operating costs for fiscal 2006 compared to fiscal 2005
        was
        mainly attributable to the full year’s operational costs of LRPC.




Shareholder
      Information





Shareholder
      information costs in the twelve months ended June 30, 2007 consist of the cost
      of holding a special shareholders’ meeting in October 2006, an annual general
      meeting on March 12, 2007 totaling approximately $8,800, regulatory and related
      filing fees of approximately $8,700 and transfer agent fees of approximately
      $9,500.   These costs increased from the prior year as third
      parties were used to facilitate filings rather than being done by the management
      of the Company and an extra meeting was held by the Company.





For
      fiscal 2006, transfer agent fees were approximately $6,400 and the balance
      of
      approximately $2,500 related to holding of annual and special meeting and filing
      fees.





During
      2005, the Company paid to a market maker in the US , a one–time
      total  fee of  $11,250 comprising US$ 5,000 in cash
      (CDN$6,250) and $5,000 in 50,000 restricted common shares of the Company. The
      fee was paid for their services in connection with the Company’s application to
      NASDAQ for a listing and trading symbol.





The
      Company also paid a one-time non refundable fee of $2,000 to Canadian National
      Quotation Exchange (CNQ) for potentially listing the Company on CNQ. However,
      the Company decided not to pursue this listing further after it was accepted
      on
      NASDAQ over the counter bulletin board listing. The balance of the costs for
      fiscal 2005 included filing fees paid to Ontario Securities Commission and
      other
      regulatory bodies and $1,981 towards shareholders’ meeting.





Promotion
      costs





During
      the twelve months ended June 30, 2007, these costs related to the promotion
      of
      King of Sorrow.  During the twelve months ended June 30, 2006, these
      costs related to sales, marketing, travel and related costs for visits to the
      UK
      and US for promotional efforts for certain films and discussions with the group
      of investors who participated in the private placement.





-
            19 -








Promotional
      costs for fiscal 2005 included costs of hosting a major event in September
      2004
      for the group of prospective investors and people in entertainment industry.
      The
      primary purpose was to introduce Noble House and Mr. Damian Lee and his team
      and
      also to identify new business opportunities.





Amortization
      of Investments in Film and Television Programs





During
      fiscal 2006, LRPC was holding nine scripts at a carrying value of $172,500
      and
      four distribution contracts at a carrying value of $60,000. At the year end
      of
      June 30, 2006, management decided to fully amortize all but one script and
      all
      distribution contracts because it has decided not to pursue development of
      these
      properties any further. The only script not amortized and kept at its carrying
      value of $25,000 was that of King of Sorrow. The script has been developed
      into
      a feature film for which the Company held the certain distribution
      rights.  As at June 30, 2007, management concluded that based on the
      estimates of the potential revenue that would be realized by the film, the
      carrying value of the script was fully recoverable.





The
      Company’s wholly owned subsidiary, LiveReel Productions Corporation (“LRPC”)
      formalized distribution arrangements for one of its films, King of Sorrow,
      in
      the first half of fiscal 2007.  The first successful international
      sales of the film were entered into in February, 2007 at the Berlin Film
      Festival, and further sales are continuing to be pursued.  However, as
      the international distribution agent has been selling the film for over a year
      and has recently had limited success at two major fall trade shows, management
      re-evaluated its expected future proceeds to be received from the film and
      reduced the expected value of the advance to $100,000 and the value of the
      film
      script down to nil.  This resulted in the expensing of $118,243 during
      the period ended September 30, 2007 both as a write down of advances to
      production companies and a write off of the script.





During
      fiscal 2005, the carrying value of $15,000 of one of the ten scripts was fully
      amortized since its development plan was postponed for an indefinite period
      and
      three other scripts were partially amortised by $42,500 since they were to
      be
      re-written before being developed.





Similarly,
      the carrying values of three of the seven distribution contracts were fully
      amortised by $20,000 since no reasonable estimate of expected distribution
      commission can be made for the foreseeable future while the carrying value
      of
      one other distribution contract was partially amortised by $40,000.





Stock
      based Compensation





Stock
      based compensation is made up of the Company’s common shares and options to
      acquire the Company’s common shares being issued to various consultants and
      directors of the Company for services provided. The Company used this method
      of
      payment mainly to conserve its cash flow for business investments purposes.
      This
      method also allows the Company to avail the services of consultants with
      specialized skills and knowledge in the business activities of the Company
      without having to deplete its limited cash flow.





During
      fiscal 2006, the board of directors of the Company approved and created two
      new
      compensation plans:





1.
              2006
                  Consultant Stock Compensation Plan covering one million common
                  shares,
                  which were issued to three consultants including a former director
                  for his
                  services as chief financial officer and two other consultants of
                  the
                  company for their services. The shares were valued at $228,000
                  based on
                  the market price on the date of issuance. $114,001 was expensed
                  in fiscal
                  2006 and the balance of $113,999 was deferred.




On
                    December 15, 2006, the Company cancelled 800,000 shares issued
                    to a
                    consultant due to lack of performance of duties.  The Company
                    recorded a reduction in share capital related to the cancellation
                    of
                    shares of $182,400 and an increase in contributed surplus of
                    previously
                    amortized charges of
                    $136,800.





-
            20 -




2.
                2006
                      Stock Option Plan covering one million options. None of the
                      options were
                      granted as at December 31, 2006. On February 9, 2007, 1,000,000
                      options
                      were granted to management by the Board of Directors. On the
                      same date the
                      Board of Directors increased the number of options available
                      to be granted
                      under the plan to 3,000,000. As a result of this grant, an
                      expense of
                      $136,179 was incurred in the three months ended March 31, 2007.
 During
        fiscal 2005, a fee of $5,000 was paid to an independent brokerage firm for
        financial services by way of 50,000 restricted common shares of the
        Company.





(B)
      LIQUIDITY AND CAPITAL RESOURCES





Working
                Capital





As
      at
      June 30, 2007, the Company had a net working capital position of $1,965,665
      compared to a working capital position of $2,499,781 as of June 30,
      2006.   Cash on hand as at June 30, 2007 was $1,644,350 compared
      to $2,140,670 in cash and treasury bills as at June 30, 2006.





The
      working capital position has declined by approximately $534,000 on a year over
      year basis due to the financing of the operating loss of the business in the
      twelve months ended June 30, 2007 and the financing of a feature film as
      disclosed earlier.





The
      Company believes it has adequate cash on hand to meet its cash requirements
      in
      the upcoming fiscal year.





Operating
                cash
                flow





During
      fiscal 2007, operating activities required a net cash flow of $496,000.
      Approximately $420,000 was spent on LRPC and corporate operations.  An
      additional $225,000 was advanced to The Poet Inc., a production company involved
      in making a feature film, offsetting a repayment of advances of approximately
      $150,000 received from King of Sorrow Inc.





The
      operating cash requirement was met primarily through cash on hand in the
      Company.





Investment
      cash
      flows





The
      company redeemed approximately $279,000 of excess cash held in US treasury
      bills
      held with a brokerage firm.





Financing
                cash
                flows





The
      Company had no financing activities during the year.





(C)RESEARCH
      AND DEVELOPMENT, PATENTS AND
      LICENSES


The
      Company has not spent any funds on research and development during the fiscal
      years 2007, 2006 and 2005.




(D)TREND
      INFORMATION


There
      are
      no trends, commitments, events or uncertainties presently known to management
      that are reasonably expected to have a material effect on the Company’s
      business, financial condition or results of operation other than the nature
      of
      the business (Refer to the heading entitled “Risk Factors”).





-
            21 -








(E)OFF-BALANCE
      SHEET
      ARRANGEMENTS


At
      June
      30, 2007, 2006 and 2005, the Company did not have any off balance sheet
      arrangements, including any relationships with unconsolidated entities or
      financial partnerships to enhance perceived liquidity.





LiveReel
      and its wholly owned subsidiary, LRPC, have made arrangements with various
      production companies to provide scripts/screenplay, production consulting and
      distribution services for which it will be compensated by way of a percentage
      of
      the net proceeds from the sale/distribution of feature films. Certain of the
      production companies are owned by persons who were previously
      director/executives in LiveReel or its subsidiary.





In
      all
      such cases, LiveReel does not record any production costs nor will it record
      any
      losses that may be sustained by such production companies on the feature films
      made with the help of LiveReel on the ground that LiveReel has not given any
      guarantee or is otherwise not responsible for any production costs or any other
      liabilities of the production companies.




(F)CONTRACTUAL
      OBLIGATIONS


The
      Company has a no contractual commitments that can not be cancelled with 30
      days
      notice.




(G)SAFE
      HARBOUR


Not
      applicable.






ITEM
      6 - DIRECTORS, SENIOR
      MANAGEMENT AND EMPLOYEES





(A)
      DIRECTORS AND SENIOR MANAGEMENT





Mr.
      Gregg Goldstein, joined
      the board as chairman on June 13, 2006 . He also assumed the role of chief
      executive officer effective the same date. Mr. Goldstein has over twenty years
      experience in Investment Banking, Finance and Accounting. He is a graduate
      of
      the MIT Sloan School of Management and began his career at Coopers &
Lybrand, Public Accountants. For the last five years, Mr. Goldstein has been
      a
      private investor. Prior to that, Mr. Goldstein was a managing director in the
      Investment Banking Division - Capital Markets of UBS (AG), where he headed
      and
      managed sales and structuring in the Interest Rate Derivative and Structured
      Products areas. In this capacity, Mr. Goldstein and histeams advised and
      traded
      with Hedge Funds, Mutual Funds, Pension Funds, and Governments around the
      world.





-
            22 -





Mr.
      Stephen Wilsonbecame a
      director and chief financial officer and corporate secretary on September 14,
      2006. Mr. Wilson has held various senior financial and operating positions
      in a
      number of private and public companies over the last 12 years in both Canada
      and
      the United States. He has extensive experience in mergers and acquisitions
      and
      raising capital for high growth companies. He is a graduate of the University
      of
      Michigan and a chartered accountant.





Ms.
      Joanne Butterfield Douglasjoined the board as independent director on June 13, 2006. Ms. Douglas
      is
      the Managing Director of SAM Investment Services Limited, a Bermuda based
      management company. Prior to that, she was with the Bank of Bermuda working
      in
      Directed Investments.





Mr.
      Steve Dabbah joined the
      board as an independent director on October 26, 2006. He has been the Chairman
      and Chief Executive Officer of Dabbah Securities Corp., a New York based NASD
      broker / dealer firm and investment banking boutique since 1989.. Dabbah
      Securities specializes in equity, fixed income and derivatives execution and
      implementation. Mr. Dabbah is also the principal of Bedrock Capital Management,
      LLC, an asset management firm and Bedrock Advisors, LLC a commodity pool
      operator and commodity trading adviser registered with the CFTC.




(B)
      COMPENSATION





The
      compensation payable to directors and officers of the Company and its subsidiary
      is summarized below:





1.General





The
      Company does not compensate directors for acting solely as directors. Except
      as
      described below, the Company does not have any arrangements pursuant to which
      directors are remunerated by the Company or its subsidiary for their services
      in
      their capacity as directors, other than options to purchase shares of the
      Company which may be granted to the Company’s directors from time to time and
      the reimbursement of direct expenses.





The
      Company does not have any pension plans.





2.  
      Statement of Executive Compensation





Mr.
      Gregg
      Goldstein receives no cash remuneration nor has he signed any consulting
      contract with the Company. During the year ended June 30, 2007, Mr. Goldstein
      was granted 900,000 options.





Mr.
      Stephen Wilson has a consulting contract calling for the payment of monthly
      fees
      of $5,000 and can be terminated with one month’s notice.  During the
      year ended June 30, 2007, Mr. Wilson was granted 100,000 options.





The
      former members of the management team who held executive positions during the
      fiscal year 2006 have all resigned now and their long term consulting contracts
      cancelled without any penalty.








-
            23 -





The
      following table and accompanying notes set forth all compensation paid by the
      Company to its directors and senior management for the fiscal years ended June
      30, 2006, 2005 and 2004





ANNUAL
                  COMPENSATION
              LONG-TERM
                  COMPENSATIONAwards
              
              PayoutsName
                  and principal
                  position
              Year
              Fee
              Bonus
              Other
                  annual
                  compensation
              Securities
                  under options/SARs
                  Granted (1)
              Shares
                  or units subject to resale
                  restrictions
              LTIP
                  (2)
                  payouts
              all
                  other
                  compensation($)
              ($)
              ($)
              (#)
              ($)
              ($)Gregg
                  Goldstein, Chairman and
                  CEO
              2007
              -
              -
              -
              900,000
              -
              -
              -2006
              -
              -
              -
              -
              -
              -
              -2005
              Not
                  applicableStephen
                  Wilson,
                  CFO
              2007
              65,000
              -
              -
              100,000
              -
              -
              -2006
              Not
                  applicable2005
              Not
                  applicableKam
                  Shah - CFO
                  (3)
              2007
              40,000
              -
              -
              Nil/Nil
              -
              -
              -CFO
                  (4)
              2006
              22,800
              -
              -
              Nil/Nil
              -
              -
              -CFO
              2005
              0
              -
              -
              Nil/Nil
              -
              -
              -




Notes:





1.
            “SAR”
                means stock appreciation rights2.
            “LTIP”
                means long term incentive plan


3.
            During
                the fiscal year 2007, Mr. Shah received $40,000 in consulting
                fees.4.
            During
                the fiscal year 2006, Mr. Shah received consulting fee of $22,800,
                which
                was settled by issuance of 100,000 common shares valued at US$0.20,
                being
                the market price on the date of the issuance. The shares were registered
                with SEC under 2006 Consultant stock compensation
                plan.








-
            24 -





Long
      Term Incentive Plan (LTIP) Awards


The
      Company does not have a LTIP, pursuant to which cash or non-cash compensation
      intended to serve as an incentive for performance (whereby performance is
      measured by reference to financial performance or the price of the Company’s
      securities) was paid or distributed to the Named Executive Officers during
      the
      most recently completed financial year.




Defined
      Benefit or Actuarial Plan Disclosure


There
      is
      no pension plan or retirement benefit plan that has been instituted by the
      Company and none are proposed at this time.




(C)
      BOARD PRACTICES





Directors
      may be appointed at any time in accordance with the by-laws of the Company
      and
      then re-elected annually by the shareholders of the Company. Directors receive
      no compensation for serving as such, other than stock option and reimbursement
      of direct expenses. Officers are elected annually by the Board of Directors
      of
      the Company and serve at the discretion of the Board of Directors.





The
      Company has not set aside or accrued any amount for retirement or similar
      benefits to the directors.





Mandate
      of the Board




The
      Board
      has adopted a mandate, in which it has explicitly assumed responsibility for
      the
      stewardship of LiveReel. In carrying out its mandate the Board holds at least
      four meetings annually.  The frequency of meetings, as well as the nature
      of the matters dealt with, will vary from year to year depending on the state
      of
      our business and the opportunities or risks, which we face from time to time.
      The Board held a total of 7 meetings during our financial year ended June 30,
      2007.  To assist in the discharge of its responsibilities, the Board has
      designated two standing committee: a Corporate governance Committee and an
      Audit
      Committee, as more particularly discussed below.




Corporate
      Governance Committee





The
      Corporate Governance Committee is comprised of Gregg Goldstein (Chair), Steve
      Dabbah and Joanne Butterfield-Douglas. The responsibilities, powers and
      operation of the Corporate Governance Committee are set out in the Corporate
      Governance Committee Charter.  As described in its charter, the
      Corporate Governance Committee is responsible for, among other things, assisting
      the Board of Directors in fulfilling its corporate governance oversight
      responsibilities.





-
            25 -





Audit
      Committee





The
      members of the audit committee consist of Mr. Steve Dabbah and Ms. Joanne
      Butterfield Douglas, both independent directors. The audit committee is charged
      with overseeing the Company's accounting and financial reporting policies,
      practices and internal controls. The committee reviews significant financial
      and
      accounting issues and the services performed by and the reports of our
      independent auditors and makes recommendations to our Board of Directors with
      respect to these and related matters.





The
      Company’s Audit Committee’s charter was detailed in the annual report for fiscal
      2005 and became effective on August 2, 2005.


Audit
      Committee charter assists the Board in fulfilling its responsibilities for
      our
      accounting and financial reporting practices by:


·
            ·reviewing
                the quarterly and annual consolidated financial statements and management
                discussion and analyses;




·
            meeting
                at least annually with our external
                auditor;


·
            reviewing
                the adequacy of the system of internal controls in consultation with
                the
                chief executive and financial
                officer;


·
            reviewing
                any relevant accounting and financial matters including reviewing
                our
                public disclosure of information extracted or derived from our financial
                statements;




·
            establishing
                procedures for the receipt, retention and treatment of complaints
                received
                by us regarding accounting, internal controls or auditing matters
                and the
                confidential, anonymous submission by employees of concerns regarding
                questionable accounting or auditing
                matters;




·
            pre-approving
                all non-audit services and recommending the appointment of external
                auditors; and




●
            reviewing
                and approving our hiring policies regarding personnel of our present
                and
                former external auditor





-
            26 -





Compensation
      Committee





The
      Company does not currently have a Compensation Committee. The directors
      determined that, in light of the Company’s size and resources, setting up such a
      committee would be too expensive for the Company at this time. The Company
      has,
      however, set up an Independent Review Committee of the Board to review and
      approve all non-arms' length contracts. This Committee has the same composition
      as the Audit Committee, and is currently comprised of the two independent
      directors - Mr. Steve Dabbah and Ms. Joanne Butterfield Douglas.





(D)
      EMPLOYEES





The
      Company presently has no permanent employees. It uses the services of
      consultants from time to time.





(E)
      SHARE OWNERSHIP





The
      Corporation had the following plans as at June 30, 2007:





1.
            2006
                Stock Option Plan covering one million
                options.





2.
            2006
                Consultant Stock Compensation Plan covering one million
                shares.





1,000,000
      options were granted under the 2006 Stock Option Plan on February 9, 2007 at
      a
      strike price of $0.15 per share.  On the same date, the board of
      directors increased the number of options available to be granted under the
      plan
      to 3,000,000.




The
      objective of these Plans is to provide for and encourage ownership of common
      shares of the Company by its directors, officers, consultants and employees
      and
      those of any subsidiary companies so that such persons may increase their stake
      in the Company and benefit from increases in the value of the common shares.
      The
      Plans are designed to be competitive with the benefit programs of other
      companies in the industry. It is the view of management that the Plans are
      a
      significant incentive for the directors, officers, consultants and employees
      to
      continue and to increase their efforts in promoting the Company’s operations to
      the mutual benefit of both the Company and such individuals and also allow
      the
      Company to avail of the services of experienced persons with minimum cash
      outlay.


The
      following table sets forth the share ownership of those persons listed in
      subsection 6.B above and includes details of all warrants held by such persons
      at December 14, 2007:





-
            27 -








Name
            #
                of Common shares held
              at
                December 14, 2007
            #
                of Warrants
            Exercise
                price - in US$
            Expiry
                date(s)
            #
                of options held
              at
                December 14, 2007
            Expiry
                dateGregg
                Goldstein
            2,800,000
            1,400,000
            $0.10
            Nov
                30, 2009
            900,000
            Feb
                9, 2012J.
                Stephen Wilson
            nil
            nil
            N/A
            N/A
            100,000
            Feb
                9, 2012











ITEM
      7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS





(A)
            MAJOR
                SHAREHOLDERS





The
      Company's securities are recorded on the books of its transfer agent in
      registered form. The majority of such shares are, however, registered in the
      name of intermediaries such as brokerage houses and clearing-houses on behalf
      of
      their respective clients. The Company does not have knowledge of the beneficial
      owners thereof.





As
      at
      December 14, 2007, Intermediaries like CDS & Co, Toronto, Canada and Cede
& Co of New York, USA held approximately 20% of the issued and outstanding
      common shares of the company on behalf of several beneficial shareholders whose
      individual holdings details were not available. The following are the other
      registered shareholders holding more than 5% of the common shares of the company
      as at December 14, 2007.





Name of
                  shareholder
              No.
                  of
                  shares heldGregg
                  Goldstein
              2,800,000Crystal
                  Star Productions
                  Limited
              2,000,000Two
                  Lions Management
                  Limited
              1,063,250Snapper
                  Inc.
              795,000Farthing
                  Investments
                  Limited
              700,000Hamilton
                  Asset Management
                  Limited
              700,000Fistral
                  Investments
                  Limited
              700,000Windsor
                  Securities
                  Limited
              700,000Helmet
                  Assets
                  Limited
              700,000
 ________




All
      of
      the Company’s shareholders have the same voting rights.





At
      December 14, 2007, the Company had 13,721,744 shares of common stock
      outstanding, which, as per the details provided by the Transfer Agents, were
      held by 362 record holders excluding the beneficial shareholders held through
      the intermediaries, 9 of which, holding an aggregate of 5,044,718 shares 37%
      of
      common stock, were in the United States.








-
            28 -





The
      Registrant is a publicly owned Canadian corporation, the shares of which are
      owned by Canadian residents, US residents, and residents of other countries.
      The
      Registrant is not owned or controlled directly or indirectly by another
      corporation or any foreign government. There are no arrangements, known to
      the
      Company, the operation of which may at a subsequent date result in a change
      of
      control of the Company.




(B)
      RELATED PARTY TRANSACTIONS




Transactions
      with related parties are incurred in the normal course of business and are
      measured at the exchange amount. Related party transactions during the year
      ended June 30, 2007 are as follows:





1.
              Consulting
                  fees include approximately $65,000 paid to the Chief Financial
                  Officer for
                  services rendered during the period and $40,000 of fees paid to
                  a former
                  director and officer for various services.







-
            29 -





Indebtedness
      to Company of Directors, Executive Officers and Senior Officers




None
      of
      the directors, consultants, executive officers and senior officers of the
      Company or any of its subsidiaries, proposed nominees for election or associates
      of such persons is or has been indebted to the Company at any time for any
      reason whatsoever, including the purchase of securities of the Company or any
      of
      its subsidiaries.




(C)
      INTERESTS OF EXPERTS AND COUNSEL





Not
      applicable





ITEM
      8 - FINANCIAL
      INFORMATION





(A)
      CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION




Information
      regarding our financial statements is contained under the caption "Item 17.
      Financial Statements" below.




Legal
      Proceedings





A
      case
      was filed on August 10, 2005 in the Court in Florida against the Company and
      some of its past directors by a person alleging a liability of US$ 200,000
      plus
      triple damages for failing to issue him common shares of the Company against
      the
      funds that he alleged to have paid in 1997.





The
      Company’s lawyer filed a motion to dismiss the case on October 12, 2005 for lack
      of jurisdiction.  The case was dismissed in April 2007.





Dividend
      Policy




Since
      its
      incorporation, the Company has not declared or paid, and has no present
      intention to declare or to pay in the foreseeable future, any cash dividends
      with respect to its Common Shares. Earnings will be retained to finance further
      growth and development of the business of the Company. However, if the Board
      of
      Directors declares dividends, all Common Shares will participate equally in
      the
      dividends, and, in the event of liquidation, in the net assets, of the
      Company.





-
            30 -





(B)
      SIGNIFICANT CHANGES




There
      was
      a significant event subsequent to June 30, 2007, which will have significant
      effect on the expected value of certain assets of the Company and its
      subsidiary. The key event is described below:





1.
            Subsequent
                to the end of the first quarter of fiscal 2008, the production company
                entered into a distribution agreement with a distributor for the
                certain
                worldwide rights to The Poet, and the first commitments were received
                at a
                major film industry trade show in November.   However,
                based on the commitments received at that time, management has
                re-evaluated its expected future proceeds to be received from the
                film and
                reduced the expected value of the advance down to nil.  This
                resulted in the expensing of $283,667 during the quarter ended September
                30, 2007.
              
              The
                Company’s wholly owned subsidiary, LiveReel Productions Corporation
                (“LRPC”) formalized distribution arrangements for one of its films, King
                of Sorrow, in the first half of fiscal 2007.  The first
                successful international sales of the film were entered into in February,
                2007 at the Berlin Film Festival, and further sales are continuing
                to be
                pursued.  However, as the international distribution agent has
                been selling the film for over a year and has recently had limited
                success
                at two major fall trade shows, management re-evaluated its expected
                future
                proceeds to be received from the film and reduced the expected value
                of
                the advance to $100,000 and the value of the film script down to
                nil.  This resulted in the expensing of $118,243 during the
                quarter ended September 30, 2007 both as a write down of advances
                to
                production companies and a write off of the script.





ITEM
      9 - THE OFFER AND
      LISTING




(A)
      OFFER AND LISTING DETAILS




The
      Company’s common shares began trading on OTCBB on April 27 2005. Prior to that
      date, the Company’s shares were traded “Over -the Counter” on the Canadian
      Unlisted Board (“CUB”) for a brief while in 2000. No real-time quotes or trades
      were available to the public. There is no record of quotations under the
      CUB.





The
      following tables set forth the reported high and low sale prices for the common
      shares of the Company as quoted on OTCBB.


The
      following table outlines the annual high and low market prices for each of
      the
      fiscal years since the trading date of April 27, 2005:





-
            31 -


Fiscal
                year ended June 30
            
            High
              In
                US $
            
            Low
              In
                US$2007
            
            
            1.70
            
            
            .0552006
            
            
            2.15
            
            
            .612005
                (April 28, 2005 to June 30, 2005)
            
            
            .65
            
            
            .54


The
      following table outlines the high and low market prices for each fiscal
      financial quarter for each of the quarters since April 27, 2005 and any
      subsequent period:


Fiscal
                Quarter ended
            
            High
            
            LowIn
                    US$
            
            In
                US$September
                30, 2007
            
            
            .055
            
            
            .055June
                30, 2007
            
            
            .11
            
            
            .10March
                31, 2007
            
            
            .15
            
            
            .10December
                31, 2006
            
            
            .50
            
            
            .12September
                30, 2006
            
            
            1.70
            
            
            .30June
                30, 2006
            
            
            0.85
            
            
            2.15March
                31, 2006
            
            
            1.20
            
            
            .20December
                31, 2005
            
            
            .65
            
            
            .35September
                30, 2005
            
            
            .61
            
            
            .56


The
      following table outlines the high and low market prices for each of the most
      recent six months:


Month
            
            High
            
            LowIn
                US$
            
            In
                US$November,
                2007
            
            
            .055
            
            
            .04October,
                2007
            
            
            .055
            
            
            .055September,
                2007
            
            
            .055
            
            
            .055August
                , 2007
            
            
            .055
            
            
            .055July,
                2007
            
            
            .055
            
            
            .055June,
                2007
            
            
            .08
            
            
            .055





(B)
      PLAN OF DISTRIBUTION


Not
      applicable





-
            32 -








(C)
      MARKETS




The
      company's common shares were traded briefly during the fiscal 2000
      "over-the-counter" on the Canadian Unlisted Board ("CUB") with the trading
      symbol "FEPR" and CUSIP #32008X 10 2. The CUB system was implemented in November
      2000 but has currently been discontinued. It was only available to traders
      and
      brokers for reporting trades that they had arranged in unlisted and unquoted
      equity securities in Ontario. No real-time quotes or trades were available
      to
      the public. There is no record of quotations under the CUB.




Since
      April 27, 2005, the Company’s common shares began trading on OTCBB of the NASD
      under a trading symbol “NHSEF”.




The
      Company received a new CUSIP number and changed its trading and listing symbol
      to LVRLF effective December 1, 2006.




(D)
      SELLING SHAREHOLDERS




Not
      applicable.




(E)
      DILUTION




Not
      applicable




(F)
      EXPENSES OF THE ISSUE




Not
      applicable




ITEM
      10 - ADDITIONAL
      INFORMATION




(A)
      SHARE CAPITAL




This
      Form
      20F is being filed as an Annual Report under the Exchange Act and, as such,
      there is no requirement to provide any information under this
      section.




(B)
      MEMORANDUM AND ARTICLES OF ASSOCIATION




Following
      approval by the shareholders in a special meeting held on October 4, 2006 as
      explained in item 8(B) above, the Company applied for authorization to continue
      from being governed by the Business Corporations Act (Ontario) and was granted
      approval on October 26, 2006 to continue under the jurisdiction of the Canada
      Business Corporation Act.  An application for authorization to
      continue is included in Exhibits 1.1 and 1.2 hereof, which exhibits have been
      incorporated by reference into this report.


New
      by-laws were adopted in the special meeting of shareholders on October 4, 2006
      in compliance with the requirements of the Canada Business Corporation Act.
      The
      new by-laws included in Exhibit  1.3 hereof, which exhibit has been
      incorporated by reference into this report.


.





-
            33 -








(C)
      MATERIAL CONTRACTS




Except
      for contracts entered into in the ordinary course of its business, the only
      material contract to which we are or have been a party for the two years
      preceding this annual report are as follows:


On
      November 30, 2004, the Company entered into a purchase agreement with Noble
      House Production Limited to acquire certain film properties at an agreed price
      of $350,000, which was settled by issuance of 3.5 million restricted common
      shares plus 3.5 million warrants exercisable at US$1 each to acquire equal
      number of common shares, which price was reduced to US$0.50 on January 18,
      2006.  The price of these warrants was reduced again to $0.10 on
      February 27, 2007, and the expiry date was extended to November 30, 2009 by
      the
      Board of Directors of the Company.




(D)
      EXCHANGE CONTROLS




Limitations
      on the ability to acquire and hold shares of the Company may be imposed by
      the
      Competition Act (Canada) (the “Competition Act”).  This legislation permits
      the Commissioner of Competition to review any acquisition of a significant
      interest in us.  This legislation grants the Commissioner jurisdiction, for
      up to three years, to challenge this type of acquisition before the Competition
      Tribunal if the Commissioner believes that it would, or would be likely to,
      result in a substantial lessening or prevention of competition in any market
      in
      Canada.


The
      Competition Act requires that any person proposing to acquire any of the assets
      in Canada of an operating business file a notification with the Competition
      Bureau where (a) the parties to the transaction, together with their respective
      affiliates, have (i) assets in Canada the value of which exceeds $400,000,000
      in
      the aggregate, or (ii) annual gross revenues from sales in, from or into Canada
      that exceed $400,000,000 in the aggregate; and (b) the
      aggregate
      value of those assets, or the gross revenues from sales in or from Canada
      generated from those assets, would exceed $50,000,000.  For the purposes of
      the Competition Act, asset values and gross revenues are to be determined as
      of
      the last day of the period covered by the most recent audited financial
      statements in which the assets or gross revenues are accounted for.




This
      legislation also requires any person who intends to acquire shares to file
      a
      notification with the Competition Bureau if certain financial thresholds are
      exceeded, and that person would hold more than 20% of our voting shares as
      a
      result of the acquisition.  If a person already owns 20% or more of our
      voting shares, a notification must be filed when the acquisition would bring
      that person’s holdings over 50%.  Where a notification is required, the
      legislation prohibits completion of the acquisition until the expiration of
      a
      statutory waiting period, unless the Commissioner provides written notice that
      he does not intend to challenge the acquisition.





-
            34 -








There
      are
      no governmental laws, decrees or regulations in Canada that restrict the export
      or import of capital or that affect the remittance of dividends, interest or
      other payments to non-resident holders of our securities.  However, any
      such remittance to a resident of the United States may be subject to a
      withholding tax pursuant to the Income Tax Act (Canada).  For further
      information concerning such withholding tax, see “Taxation" below.




Except
      as
      may be provided under the Investment Canada Act (the "ICA"), there are no
      specific limitations under the laws of Canada, the Province of British Columbia,
      or in the Notice of Articles and Articles of the Company with respect to the
      rights of non-residents of Canada to hold and/or vote securities of the
      Company.


The
      ICA
      requires each individual, government or agency thereof, corporation,
      partnership, trust or joint venture that is not a “Canadian” as defined in the
      ICA (a “non-Canadian”) making an investment to acquire control of a Canadian
      business, the gross assets of which exceed certain defined threshold levels,
      to
      file an application for review with the Investment Review Division of Industry
      Canada.  The current threshold level for non-Canadians who are World Trade
      Organization investors (as defined in the ICA) is $265,000,000 (in 2006).
 This amount is subject to an annual adjustment on the basis of a
      prescribed formula in the ICA to reflect inflation and real growth within
      Canada.




In
      the
      context of the Company, in essence, three methods of acquiring control of a
      Canadian business are regulated by the ICA: (i) the acquisition of all or
      substantially all of the assets used in carrying on business in Canada; (ii)
      the
      acquisition, directly or indirectly, of voting shares of a Canadian corporation
      carrying on business in Canada; (iii) the acquisition of voting shares of an
      entity which controls, directly or indirectly, another entity carrying on
      business in Canada.  An acquisition of a majority of the voting interests
      of an entity, including a corporation, is deemed to be an acquisition of control
      under the ICA.  However, under the ICA, there is a rebuttable presumption
      that control is acquired if one-third of the voting shares of a Canadian
      corporation or an equivalent undivided interest in the voting shares of such
      corporation are held by a non-Canadian person or entity.  An acquisition of
      less than one-third of the voting shares of a Canadian corporation is deemed
      not
      to be an acquisition of control.  An acquisition of less than a majority,
      but one-third or more, of the voting shares of a Canadian corporation is
      presumed to be an acquisition of control unless it can be established that
      on
      the acquisition the Canadian corporation is not, in fact, controlled by the
      acquirer through the ownership of voting shares.  Certain transactions
      relating to the acquisition of common shares would be exempt from review from
      the ICA, including:




(a)
      acquisition of common shares by a person in the ordinary course of a person’s
      business as a trader or dealer in securities;




(b)
      acquisition of control of a Canadian corporation in connection with the
      realization of security granted for a loan or other financial assistance and
      not
      for any purpose related to the provisions of the ICA; and




-
            35 -





(c)
      acquisition of control of a Canadian corporation by reason of an amalgamation,
      merger, consolidation or corporate reorganization following which the ultimate
      direct or indirect control in fact of the corporation, through the ownership
      of
      voting interests, remains unchanged.




In
      addition, if less than a majority of voting interests of a Canadian corporation
      are owned by Canadians, the acquisition of control of any other Canadian
      corporation by such corporation may be subject to review unless it can be
      established that the corporation is not in fact controlled through the ownership
      of voting interests and that two-thirds of the members of the board of directors
      of the corporation are Canadians.




Where
      an
      investment is reviewable under the ICA, it may not be implemented unless it
      is
      likely to be of net benefit to Canada.  If an applicant is unable to
      satisfy the Minister responsible for Industry Canada that the investment is
      likely to be of net benefit to Canada, the applicant may not proceed with the
      investment.  Alternatively, an acquiror may be required to divest control
      of the Canadian business that is the subject of the investment.




In
      addition to the foregoing, the ICA requires formal notification to the Canadian
      government of all other acquisitions of control of Canadian businesses by
      non-Canadians.  These provisions require a foreign investor to give notice
      in the required form, which notices are for information, as opposed to review
      purposes.




(E)
      TAXATION




Canadian
      Federal Income Tax
      Consequences




We
      consider that the following general summary fairly describes the principal
      Canadian federal income tax considerations applicable to holders of our common
      shares who, for purposes of the Income Tax Act (Canada) (the “ITA”), deal at
      arm’s length with the Company, hold such shares as capital property, do not
      carry on business in Canada, have not been at any time residents of Canada
      for
      purposes of the ITA and are residents of the United States (“US Residents”)
      under the Canada-United States Income Tax Convention (1980) (the
“Convention”).


This
      summary is based upon the current provisions of the ITA, the Income Tax
      Regulations (the “Regulations”), the current publicly announced administrative
      and assessing policies of the Canada Revenue Agency (formerly Canada Customs
      and
      Revenue Agency), and all specific proposals (the “Tax Proposals”) to amend the
      ITA and Regulations publicly announced prior to the date hereof by the Minister
      of Finance (Canada).  This description is not exhaustive of all possible
      Canadian federal income tax consequences and, except for the Tax Proposals,
      does
      not take into account or anticipate any changes in law, whether by legislative,
      governmental or judicial action, nor does it take into account provincial or
      foreign tax considerations which may differ significantly from those discussed
      herein.





-
            36 -





The
      following discussion is for general information only and it is not intended
      to
      be, nor should it be construed to be, legal or tax advice to any holder or
      prospective holder of our common shares and no opinion or representation with
      respect to any Canadian federal, provincial or foreign tax consequences to
      any
      such holder or prospective holder is made.  Accordingly, holders and
      prospective holders of our common shares should consult with their own tax
      advisors about the Canadian federal, provincial and foreign tax consequences
      of
      purchasing, owning and disposing of our common shares.




Dividends




Dividends,
      including stock dividends, paid or credited or deemed to be paid or credited
      on
      our common shares to a US Resident will be subject to withholding tax at a
      rate
      of 25%.  The Convention provides that the normal 25% withholding tax rate
      will generally be reduced to 15% on dividends paid on shares of a corporation
      resident in Canada for federal income tax purposes (such as the Company) to
      US
      Residents, and also provides for a further reduction of this rate to 5% where
      the beneficial owner of the dividends is a corporation which is a resident
      of
      the United States and owns at least 10% of the voting shares of the corporation
      paying the dividend.  These Convention reductions are not available to
      beneficial owners who are a US LLC corporation.




Capital
      Gains




The
      Convention provides that a US Resident will not be subject to tax under the
      ITA
      in respect of any capital gain on the disposition of our common shares unless
      such shares constitute taxable Canadian property of the US Resident and the
      US
      Resident is not entitled to the benefits of the Convention with regards to
      capital gains.  Our common shares will constitute taxable Canadian property
      if at any time during the five year period immediately preceding the disposition
      of our common shares, the US Resident, or persons with whom the US Resident
      did
      not deal at arm’s length, or the US Resident together with persons with whom the
      US resident did not deal at arm’s length owned 25% or more of the issued shares
      of any class of our capital stock.




Where
      a
      US resident realizes a capital gain on a disposition of shares that constitute
      “taxable Canadian property”, the Convention relieves the US resident from
      liability for Canadian tax on such capital gains unless:





(a)the
      value of the shares is derived principally from “real property” in Canada,
      including the right to explore for or exploit natural resources and rights
      to
      amounts computed by reference to production,





(b)the
      shareholder was resident in Canada for 120 months during any period of 20
      consecutive years preceding the disposition, was resident in Canada at any
      time
      during the 10 years immediately preceding the disposition and the shares were
      owned by him when he ceased to be resident in Canada, or





-
            37 -





(c)the
      shares formed part of the business property of a “permanent establishment” or
      pertained to a fixed base used for the purpose of performing independent
      personal services that the shareholder has or had in Canada within the 12 months
      preceding the disposition.




These
      Convention benefits are generally not available to beneficial owners who are
      a
      US LLC corporation.




U.S.
      Federal Income Tax
      Consequences




The
      following is a summary of the anticipated material U.S. federal income tax
      consequences to a U.S. Holder (as defined below) arising from and relating
      to
      the acquisition, ownership, and disposition of our common shares (“Common
      Shares”).





This
      summary is for general information purposes only and does not purport to be
      a
      complete analysis or listing of all potential U.S. federal income tax
      consequences that may apply to a U.S. Holder as a result of the acquisition,
      ownership, and disposition of Common Shares.  In addition, this summary
      does not take into account the individual facts and circumstances of any
      particular U.S. Holder that may affect the U.S. federal income tax consequences
      of the acquisition, ownership, and disposition of Common Shares.
 Accordingly, this summary is not intended to be, and should not be
      construed as, legal or U.S. federal income tax advice with respect to any U.S.
      Holder.  Each U.S. Holder should consult its own financial advisor, legal
      counsel, or accountant regarding the U.S. federal, U.S. state and local, and
      foreign tax consequences of the acquisition, ownership, and disposition of
      Common Shares.





Scope
      of this Disclosure





Authorities





This
      summary is based on the Internal Revenue Code of 1986, as amended (the “Code”),
      Treasury Regulations (whether final, temporary, or proposed), published rulings
      of the Internal Revenue Service (“IRS”), published administrative positions of
      the IRS, the Convention Between Canada and the United States of America with
      Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended
      (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable
      and, in each case, as in effect and available, as of the date of this Annual
      Report.  Any of the authorities on which this summary is based could be
      changed in a material and adverse manner at any time, and any such change could
      be applied on a retroactive basis.  This summary does not discuss the
      potential effects, whether adverse or beneficial, of any proposed legislation
      that, if enacted, could be applied on a retroactive basis.





-
            38 -





U.S.
      Holders





For
      purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares
      that, for U.S. federal income tax purposes, is (a) an individual who is a
      citizen or resident of the U.S., (b) a corporation, or any other entity
      classified as a corporation for U.S. federal income tax purposes, that is
      created or organized in or under the laws of the U.S. or any state in the U.S.,
      including the District of Columbia, (c) an estate if the income of such
      estate is subject to U.S. federal income tax regardless of the source of such
      income, or (d) a trust if (i) such trust has validly elected to be
      treated as a U.S. person for U.S. federal income tax purposes or (ii) a
      U.S. court is able to exercise primary supervision over the administration
      of
      such trust and one or more U.S. persons have the authority to control all
      substantial decisions of such trust.





Non-U.S.
      Holders





For
      purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common
      Shares other than a U.S. Holder.  This summary does not address the U.S.
      federal income tax consequences of the acquisition, ownership, and disposition
      of Common Shares to non-U.S. Holders.  Accordingly, a non-U.S. Holder
      should consult its own financial advisor, legal counsel, or accountant regarding
      the U.S. federal, U.S. state and local, and foreign tax consequences (including
      the potential application of and operation of any tax treaties) of the
      acquisition, ownership, and disposition of Common Shares.





U.S.
      Holders Subject to
      Special U.S. Federal Income Tax Rules Not Addressed





This
      summary does not address the U.S. federal income tax consequences of the
      acquisition, ownership, and disposition of Common Shares to U.S. Holders that
      are subject to special provisions under the Code, including the following U.S.
      Holders:  (a) U.S. Holders that are tax-exempt organizations,
      qualified retirement plans, individual retirement accounts, or other
      tax-deferred accounts; (b) U.S. Holders that are financial institutions,
      insurance companies, real estate investment trusts, or regulated investment
      companies; (c) U.S. Holders that are dealers in securities or currencies or
      U.S. Holders that are traders in securities that elect to apply a mark-to-market
      accounting method; (d) U.S. Holders that have a “functional currency” other
      than the U.S. dollar; (e) U.S. Holders that are liable for the alternative
      minimum tax under the Code; (f) U.S. Holders that own Common Shares as part
      of a straddle, hedging transaction, conversion transaction, constructive sale,
      or other arrangement involving more than one position; (g) U.S. Holders
      that acquired Common Shares in connection with the exercise of employee stock
      options or otherwise as compensation for services; (h) U.S. Holders that
      hold Common Shares other than as a capital asset within the meaning of
      Section 1221 of the Code; or (i) U.S. Holders that own, directly or
      indirectly, 10% or more, by voting power or value, of our outstanding shares.
       U.S. Holders that are subject to special provisions under the Code,
      including U.S. Holders described immediately above, should consult their own
      financial advisor, legal counsel or accountant regarding the U.S. federal,
      U.S.
      state and local, and foreign tax consequences of the acquisition, ownership,
      and
      disposition of Common Shares.








-
            39 -





If
      an
      entity that is classified as partnership (or “pass-through” entity) for U.S.
      federal income tax purposes holds Common Shares, the U.S. federal income tax
      consequences to such partnership (or “pass-through” entity) and the partners of
      such partnership (or owners of such “pass-through” entity) generally will depend
      on the activities of the partnership (or “pass-through” entity) and the status
      of such partners (or owners).  Partners of entities that are classified as
      partnerships (or owners of “pass-through” entities) for U.S. federal income tax
      purposes should consult their own financial advisor, legal counsel or accountant
      regarding the U.S. federal income tax consequences of the acquisition,
      ownership, and disposition of Common Shares.





Tax
      Consequences Other than
      U.S. Federal Income Tax Consequences Not Addressed





This
      summary does not address the U.S. state and local, U.S. federal estate and
      gift,
      or foreign tax consequences to U.S. Holders of the acquisition, ownership,
      and
      disposition of Common Shares.  Each U.S. Holder should consult its own
      financial advisor, legal counsel, or accountant regarding the U.S. state and
      local, U.S. federal estate and gift, and foreign tax consequences of the
      acquisition, ownership, and disposition of Common Shares.  (See
“Taxation—Canadian Federal Income Tax Consequences” above).





U.S.
      Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition
      of Common Shares




Distributions
      on Common
      Shares





General
      Taxation of Distributions





A
      U.S.
      Holder that receives a distribution, including a constructive distribution,
      with
      respect to the Common Shares will be required to include the amount of such
      distribution in gross income as a dividend (without reduction for any Canadian
      income tax withheld from such distribution) to the extent of our current or
      accumulated “earnings and profits”.  To the extent that a distribution
      exceeds our current and accumulated “earnings and profits”, such distribution
      will be treated (a) first, as a tax-free return of capital to the extent of
      a U.S. Holder’s tax basis in the Common Shares and, (b) thereafter, as gain
      from the sale or exchange of such Common Shares.  (See more detailed
      discussion at “Disposition of Common Shares” below).





Reduced
      Tax Rates for Certain Dividends





For
      taxable years beginning after December 31, 2002 and before January 1, 2011,
      a
      dividend paid by us generally will be taxed at the preferential tax rates
      applicable to long-term capital gains if (a) we are a “qualified foreign
      corporation” (as defined below), (b) the U.S. Holder receiving such
      dividend is an individual, estate, or trust, and (c) such dividend is paid
      on Common Shares that have been held by such U.S. Holder for at least 61 days
      during the 121-day period beginning 60 days before the “ex-dividend date” (i.e.,
      the first date that a purchaser of such Common Shares will not be entitled
      to
      receive such dividend).








-
            40 -





We
      generally will be a “qualified foreign corporation” under Section 1(h)(11)
      of the Code (a “QFC”) if (a) we are incorporated in a possession of the
      U.S., (b) we are eligible for the benefits of the Canada-U.S. Tax
      Convention, or (c) the Common Shares are readily tradable on an established
      securities market in the U.S.  However, even if we satisfy one or more of
      such requirements, we will not be treated as a QFC if we are a “passive foreign
      investment company” (as defined below) for the taxable year during which we pay
      a dividend or for the preceding taxable year.  In 2003, the U.S. Department
      of the Treasury (the “Treasury”) and the IRS announced that they intended to
      issue Treasury Regulations providing procedures for a foreign corporation to
      certify that it is a QFC.  Although these Treasury Regulations were not
      issued in 2004, the Treasury and the IRS have confirmed their intention to
      issue
      these Treasury Regulations.  It is expected that these Treasury Regulations
      will obligate persons required to file information returns to report a
      distribution with respect to a foreign security issued by a foreign corporation
      as a dividend from a QFC if the foreign corporation has, among other things,
      certified under penalties of perjury that the foreign corporation was not a
      “passive foreign investment company” for the taxable year during which the
      foreign corporation paid the dividend or for the preceding taxable year.





We
      do not
      believe that we were a “passive foreign investment company” for the taxable year
      ended June 30, 2007.   (See more detailed discussion at “Additional
      Rules that May Apply to U.S. Holders” below).  There can be no assurance
      that the IRS will not challenge the determination made by us concerning our
      “passive foreign investment company” status or that we will not be a “passive
      foreign investment company” for the current or any future taxable year.
 Accordingly, there can be no assurances that we will be a QFC for the
      current or any future taxable year, or that we will be able to certify that
      it
      is a QFC in accordance with the certification procedures issued by the Treasury
      and the IRS.





If
      we are
      not a QFC, a dividend paid by us to a U.S. Holder, including a U.S. Holder
      that
      is an individual, estate, or trust, generally will be taxed at ordinary income
      tax rates (and not at the preferential tax rates applicable to long-term capital
      gains).  The dividend rules are complex, and each U.S. Holder should
      consult its own financial advisor, legal counsel, or accountant regarding the
      dividend rules.





Distributions
      Paid in Foreign Currency





The
      amount of a distribution paid to a U.S. Holder in foreign currency generally
      will be equal to the U.S. dollar value of such distribution based on the
      exchange rate applicable on the date of receipt.  A U.S. Holder that does
      not convert foreign currency received as a distribution into U.S. dollars on
      the
      date of receipt generally will have a tax basis in such foreign currency equal
      to the U.S. dollar value of such foreign currency on the date of receipt.
 Such a U.S. Holder generally will recognize ordinary income or loss on the
      subsequent sale or other taxable disposition of such foreign currency (including
      an exchange for U.S. dollars).








-
            41 -





Dividends
      Received Deduction





Dividends
      paid on the Common Shares generally will not be eligible for the “dividends
      received deduction.”  The availability of the dividends received deduction
      is subject to complex limitations that are beyond the scope of this discussion,
      and a U.S. Holder that is a corporation should consult its own financial
      advisor, legal counsel, or accountant regarding the dividends received
      deduction.





Disposition
      of Common
      Shares





A
      U.S.
      Holder will recognize gain or loss on the sale or other taxable disposition
      of
      Common Shares in an amount equal to the difference, if any, between (a) the
      amount of cash plus the fair market value of any property received and
      (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise
      disposed of.  Any such gain or loss generally will be capital gain or loss,
      which will be long-term capital gain or loss if the Common Shares are held
      for
      more than one year.  Gain or loss recognized by a U.S. Holder on the sale
      or other taxable disposition of Common Shares generally will be treated as
“U.S.
      source” for purposes of applying the U.S. foreign tax credit rules.
  (See more detailed discussion at “Foreign Tax Credit” below).





Preferential
      tax rates apply to long-term capital gains of a U.S. Holder that is an
      individual, estate, or trust.  There are currently no preferential tax
      rates for long-term capital gains of a U.S. Holder that is a corporation.
 Deductions for capital losses and net capital losses are subject to
      complex limitations.  For a U.S. Holder that is an individual, estate, or
      trust, capital losses may be used to offset capital gains and up to US$3,000
      of
      ordinary income.  An unused capital loss of a U.S. Holder that is an
      individual, estate, or trust generally may be carried forward to subsequent
      taxable years, until such net capital loss is exhausted.  For a U.S. Holder
      that is a corporation, capital losses may be used to offset capital gains,
      and
      an unused capital loss generally may be carried back three years and carried
      forward five years from the year in which such net capital loss is recognized.





Foreign
      Tax
      Credit





A
      U.S.
      Holder who pays (whether directly or through withholding) Canadian income tax
      with respect to dividends paid on the Common Shares generally will be entitled,
      at the election of such U.S. Holder, to receive either a deduction or a credit
      for such Canadian income tax paid.  Generally, a credit will reduce a U.S.
      Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas
      a deduction will reduce a U.S. Holder’s income subject to U.S. federal income
      tax.  This election is made on a year-by-year basis and applies to all
      foreign taxes paid (whether directly or through withholding) by a U.S. Holder
      during a year.








-
            42 -





Complex
      limitations apply to the foreign tax credit, including the general limitation
      that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
      federal income tax liability that such U.S. Holder’s “foreign source” taxable
      income bears to such U.S. Holder’s worldwide taxable income.  In applying
      this limitation, a U.S. Holder’s various items of income and deduction must be
      classified, under complex rules, as either “foreign source” or “U.S. source.”
 In addition, this limitation is calculated separately with respect to
      specific categories of income (including “passive income,” “high withholding tax
      interest,” “financial services income,” “general income,” and certain other
      categories of income).  Dividends paid by us generally will constitute
“foreign source” income and generally will be categorized as “passive income”
or, in the case of certain U.S. Holders, “financial services income.”
 However, for taxable years beginning after December 31, 2006, the foreign
      tax credit limitation categories are reduced to “passive income” and “general
      income” (and the other categories of income, including “financial services
      income,” are eliminated).  The foreign tax credit rules are complex, and
      each U.S. Holder should consult its own financial advisor, legal counsel, or
      accountant regarding the foreign tax credit rules.





Information
      Reporting;
      Backup Withholding Tax





Payments
      made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on,
      and
      proceeds arising from certain sales or other taxable dispositions of, Common
      Shares generally will be subject to information reporting and backup withholding
      tax, at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S.
      Holder’s correct U.S. taxpayer identification number (generally on Form W-9),
      (b) furnishes an incorrect U.S. taxpayer identification number, (c) is
      notified by the IRS that such U.S. Holder has previously failed to properly
      report items subject to backup withholding tax, or (d) fails to certify,
      under penalty of perjury, that such U.S. Holder has furnished its correct U.S.
      taxpayer identification number and that the IRS has not notified such U.S.
      Holder that it is subject to backup withholding tax.  However, U.S. Holders
      that are corporations generally are excluded from these information reporting
      and backup withholding tax rules.  Any amounts withheld under the U.S.
      backup withholding tax rules will be allowed as a credit against a U.S. Holder’s
      U.S. federal income tax liability, if any, or will be refunded, if such U.S.
      Holder furnishes required information to the IRS.  Each U.S. Holder should
      consult its own financial advisor, legal counsel, or accountant regarding the
      information reporting and backup withholding tax rules.





Additional
      Rules that May Apply to U.S. Holders





If
      we are
      a “controlled foreign corporation,” or a “passive foreign investment company”
(each as defined below), the preceding sections of this summary may not describe
      the U.S. federal income tax consequences to U.S. Holders of the acquisition,
      ownership, and disposition of Common Shares.





Controlled
      Foreign
      Corporation





We
      generally will be a “controlled foreign corporation” under Section 957 of
      the Code (a “CFC”) if more than 50% of the total voting power or the total value
      of our outstanding shares are owned, directly or indirectly, by citizens or
      residents of the U.S., domestic partnerships, domestic corporations, domestic
      estates, or domestic trusts (each as defined in Section 7701(a)(30) of the
      Code), each of which own, directly or indirectly, 10% or more of the total
      voting power of our outstanding shares (a “10% Shareholder”).








-
            43 -





If
      we are
      a CFC, a 10% Shareholder generally will be subject to current U.S. federal
      income tax with respect to (a) such 10% Shareholder’s pro rata share of the
“subpart F income” (as defined in Section 952 of the Code) of the Company
      and (b) such 10% Shareholder’s pro rata share of our earnings invested
      in “United States property” (as defined in Section 956 of the Code).
 In addition, under Section 1248 of the Code, any gain recognized on
      the sale or other taxable disposition of Common Shares by a U.S. Holder that
      was
      a 10% Shareholder at any time during the five-year period ending with such
      sale or other taxable disposition generally will be treated as a dividend to
      the
      extent of the “earnings and profits” of the Company that are attributable to
      such Common Shares.  If we are both a CFC and a “passive foreign investment
      company” (as defined below), we generally will be treated as a CFC (and not as a
“passive foreign investment company”) with respect to any 10% Shareholder.





We
      do not believe that LiveReel has previously been, or currently is a CFC.
 However, there can be no assurance that we will not be a CFC for the
      current or any future taxable year.





Passive
      Foreign Investment
      Company





We
      generally will be a “passive foreign investment company” under Section 1297
      of the Code (a “PFIC”) if, for a taxable year, (a) 75% or more of our gross
      income for such taxable year is passive income or (b) 50% or more of the
      assets held by us either produce passive income or are held for the production
      of passive income, based on the fair market value of such assets (or on the
      adjusted tax basis of such assets, if we are not publicly traded and either
      is a
“controlled foreign corporation” or makes an election).  “Passive income”
includes, for example, dividends, interest, certain rents and royalties, certain
      gains from the sale of stock and securities, and certain gains from commodities
      transactions.





For
      purposes of the PFIC income test and asset test described above, if we own,
      directly or indirectly, 25% or more of the total value of the outstanding shares
      of another foreign corporation, we will be treated as if it (a) held a
      proportionate share of the assets of such other foreign corporation and
      (b) received directly a proportionate share of the income of such other
      foreign corporation.  In addition, for purposes of the PFIC income test and
      asset test described above, “passive income” does not include any interest,
      dividends, rents, or royalties that are received or accrued by us from a
“related person” (as defined in Section 954(d)(3) of the Code), to the
      extent such items are properly allocable to the income of such related person
      that is not passive income.





We
      do not
      believe that LiveReel has previously been, or currently are a PFIC
 However, there can be no assurance that the IRS will not challenge our
      determination concerning our PFIC status or that we will not be a PFIC for
      the
      current or any future taxable year.





Default
      PFIC Rules Under Section 1291 of the Code








-
            44 -





If
      we are
      a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the
      acquisition, ownership, and disposition of Common Shares will depend on whether
      such U.S. Holder makes an election to treat the Company as a “qualified electing
      fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a
      mark-to-market election under Section 1296 of the Code (a “Mark-to-Market
      Election”).  A U.S. Holder that does not make either a QEF Election or a
      Mark-to-Market Election will be referred to in this summary as a “Non-Electing
      U.S. Holder.”





A
      Non-Electing U.S. Holder will be subject to the rules of Section 1291 of
      the Code with respect to (a) any gain recognized on the sale or other
      taxable disposition of Common Shares and (b) any excess distribution paid
      on the Common Shares.  A distribution generally will be an “excess
      distribution” to the extent that such distribution (together with all other
      distributions received in the current taxable year) exceeds 125% of the average
      distributions received during the three preceding taxable years (or during
      a
      U.S. Holder’s holding period for the Common Shares, if shorter).





Under
      Section 1291 of the Code, any gain recognized on the sale or other taxable
      disposition of Common Shares, and any excess distribution paid on the Common
      Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s
      holding period for the Common Shares.  The amount of any such gain or
      excess distribution allocated to prior years of such Non-Electing U.S. Holder’s
      holding period for the Class Common Shares (other than years prior to the
      first taxable year of the Company during such Non-Electing U.S. Holder’s holding
      period and beginning after December 31, 1986 for which we was not a PFIC) will
      be subject to U.S. federal income tax at the highest tax applicable to ordinary
      income in each such prior year.  A Non-Electing U.S. Holder will be
      required to pay interest on the resulting tax liability for each such prior
      year, calculated as if such tax liability had been due in each such prior year.
       Such a Non-Electing U.S. Holder that is not a corporation must treat any
      such interest paid as “personal interest,” which is not deductible.  The
      amount of any such gain or excess distribution allocated to the current year
      of
      such Non-Electing U.S. Holder’s holding period for the Common Shares will be
      treated as ordinary income in the current year, and no interest charge will
      be
      incurred with respect to the resulting tax liability for the current
      year.





If
      we are
      a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Common
      Shares, we will continue to be treated as a PFIC with respect to such
      Non-Electing U.S. Holder, regardless of whether we cease to be a PFIC in one
      or
      more subsequent years.  A Non-Electing U.S. Holder may terminate this
      deemed PFIC status by electing to recognize gain (which will be taxed under
      the
      rules of Section 1291 of the Code discussed above) as if such Common Shares
      were sold on the last day of the last taxable year for which the Company was
      a
      PFIC.








-
            45 -





QEF
      Election





A
      U.S.
      Holder that makes a QEF Election generally will not be subject to the rules
      of
      Section 1291 of the Code discussed above.  However, a U.S. Holder that
      makes a QEF Election will be subject to U.S. federal income tax on such U.S.
      Holder’s pro rata share of (a) the net capital gain of the Company, which
      will be taxed as long-term capital gain to such U.S. Holder, and (b) and
      the ordinary earnings of the Company, which will be taxed as ordinary income
      to
      such U.S. Holder.  Generally, “net capital gain” is the excess of
      (a) net long-term capital gain over (b) net short-term capital loss,
      and “ordinary earnings” are the excess of (a) “earnings and profits” over
      (b) net capital gain.  A U.S. Holder that makes a QEF Election will be
      subject to U.S. federal income tax on such amounts for each taxable year in
      which we are a PFIC, regardless of whether such amounts are actually distributed
      to such U.S. Holder by us.  However, a U.S. Holder that makes a QEF
      Election may, subject to certain limitations, elect to defer payment of current
      U.S. federal income tax on such amounts, subject to an interest charge.  If
      such U.S. Holder is not a corporation, any such interest paid will be treated
      as
“personal interest,” which is not deductible.





A
      U.S.
      Holder that makes a QEF Election generally also (a) may receive a tax-free
      distribution from us to the extent that such distribution represents “earnings
      and profits” of the Company that were previously included in income by the U.S.
      Holder because of such QEF Election and (b) will adjust such U.S. Holder’s
      tax basis in the Common Shares to reflect the amount included in income or
      allowed as a tax-free distribution because of such QEF Election.  In
      addition, a U.S. Holder that makes a QEF Election generally will recognize
      capital gain or loss on the sale or other taxable disposition of Common Shares.





The
      procedure for making a QEF Election, and the U.S. federal income tax
      consequences of making a QEF Election, will depend on whether such QEF Election
      is timely.  A QEF Election will be treated as “timely” if such QEF Election
      is made for the first year in the U.S. Holder’s holding period for the Common
      Shares in which we were a PFIC.  A U.S. Holder may make a timely QEF
      Election by filing the appropriate QEF Election documents at the time such
      U.S.
      Holder files a U.S. federal income tax return for such first year.
 However, if we were a PFIC in a prior year, then in addition to filing the
      QEF Election documents, a U.S. Holder must elect to recognize (a) a gain
      (which will be taxed under the rules of Section 1291 of the Code discussed
      above) as if the Common Shares were sold on the qualification date or
      (b) if we were also a CFC, such U.S. Holder’s pro rata share of the
      post-1986 “earnings and profits” of the Company as of the qualification date.
 The “qualification date” is the first day of the first taxable year in
      which we were a QEF with respect to such U.S. Holder.  The election to
      recognize such gain or “earnings and profits” can only be made if such U.S.
      Holder’s holding period for the Common Shares includes the qualification date.
 By electing to recognize such gain or “earnings and profits,” such U.S.
      Holder will be deemed to have made a timely QEF Election.  In addition,
      under very limited circumstances, a U.S. Holder may make a retroactive QEF
      Election if such U.S. Holder failed to file the QEF Election documents in a
      timely manner.








-
            46 -





A
      QEF
      Election will apply to the taxable year for which such QEF Election is made
      and
      to all subsequent taxable years, unless such QEF Election is invalidated or
      terminated or the IRS consents to revocation of such QEF Election.  If a
      U.S. Holder makes a QEF Election and, in a subsequent taxable year, we cease
      to
      be a PFIC, the QEF Election will remain in effect (although it will not be
      applicable) during those taxable years in which we are not a PFIC.
 Accordingly, if we become a PFIC in another subsequent taxable year, the
      QEF Election will be effective and the U.S. Holder will be subject to the QEF
      rules described above during any such subsequent taxable year in which we
      qualify as a PFIC.  In addition, the QEF Election will remain in effect
      (although it will not be applicable) with respect to a U.S. Holder even after
      such U.S. Holder disposes of all of such U.S. Holder’s direct and indirect
      interest in the Common Shares.  Accordingly, if such U.S. Holder reacquires
      an interest in the Company, such U.S. Holder will be subject to the QEF rules
      described above for each taxable year in which we are a PFIC.





Each
      U.S.
      Holder should consult its own financial advisor, legal counsel, or accountant
      regarding the availability of, and procedure for making, a QEF Election.
 U.S. Holders should be aware that there can be no assurance that we will
      satisfy record keeping requirements that apply to a QEF, or that we will supply
      U.S. Holders with information that such U.S. Holders require to report under
      the
      QEF rules, in event that we are a PFIC and a U.S. Holder wishes to make a QEF
      Election.





Mark-to-Market
      Election





A
      U.S.
      Holder may make a Mark-to-Market Election only if the Common Shares are
      marketable stock.  The Common Shares generally will be “marketable stock”
if the Common Shares are regularly traded on (a) a national securities
      exchange that is registered with the Securities and Exchange Commission,
      (b) the national market system established pursuant to section 11A of the
      Securities and Exchange Act of 1934, or (c) a foreign securities exchange
      that is regulated or supervised by a governmental authority of the country
      in
      which the market is located, provided that (i) such foreign exchange has
      trading volume, listing, financial disclosure, and other requirements and the
      laws of the country in which such foreign exchange is located, together with
      the
      rules of such foreign exchange, ensure that such requirements are actually
      enforced and (ii) the rules of such foreign exchange ensure active trading
      of listed stocks.





A
      U.S.
      Holder that makes a Mark-to-Market Election generally will not be subject to
      the
      rules of Section 1291 of the Code discussed above.  However, if a U.S.
      Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder’s
      holding period for the Common Shares and such U.S. Holder has not made a timely
      QEF Election, the rules of Section 1291 of the Code discussed above will
      apply to certain dispositions of, and distributions on, the Common Shares.





A
      U.S.
      Holder that makes a Mark-to-Market Election will include in ordinary income,
      for
      each taxable year in which we are a PFIC, an amount equal to the excess, if
      any,
      of (a) the fair market value of the Common Shares as of the close of such
      taxable year over (b) such U.S. Holder’s tax basis in such Common Shares.
 A U.S. Holder that makes a Mark-to-Market Election will be allowed a
      deduction in an amount equal to the lesser of (a) the excess, if any, of
      (i) such U.S. Holder’s adjusted tax basis in the Common Shares over
      (ii) the fair market value of such Common Shares as of the close of such
      taxable year or (b) the excess, if any, of (i) the amount included in
      ordinary income because of such Mark-to-Market Election for prior taxable years
      over (ii) the amount allowed as a deduction because of such Mark-to-Market
      Election for prior taxable years.





-
            47 -








A
      U.S.
      Holder that makes a Mark-to-Market Election generally also will adjust such
      U.S.
      Holder’s tax basis in the Common Shares to reflect the amount included in gross
      income or allowed as a deduction because of such Mark-to-Market Election.
 In addition, upon a sale or other taxable disposition of Common Shares, a
      U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income
      or loss (not to exceed the excess, if any, of (a) the amount included in
      ordinary income because of such Mark-to-Market Election for prior taxable years
      over (b) the amount allowed as a deduction because of such Mark-to-Market
      Election for prior taxable years).





A
      Mark-to-Market Election applies to the taxable year in which such Mark-to-Market
      Election is made and to each subsequent taxable year, unless the Common Shares
      cease to be “marketable stock” or the IRS consents to revocation of such
      election.  Each U.S. Holder should consult its own financial advisor, legal
      counsel, or accountant regarding the availability of, and procedure for making,
      a Mark-to-Market Election.





Other
      PFIC Rules





Under
      Section 1291(f) of the Code, the IRS has issued proposed Treasury
      Regulations that, subject to certain exceptions, would cause a U.S. Holder
      that
      had not made a timely QEF Election to recognize gain (but not loss) upon certain
      transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts
      and
      exchanges pursuant to corporate reorganizations).  However, the specific
      U.S. federal income tax consequences to a U.S. Holder may vary based on the
      manner in which Common Shares are transferred.





Certain
      additional adverse rules will apply with respect to a U.S. Holder if we are
      a
      PFIC, regardless of whether such U.S. Holder makes a QEF Election.  For
      example under Section 1298(b)(6) of the Code, a U.S. Holder that uses
      Common Shares as security for a loan will, except as may be provided in Treasury
      Regulations, be treated as having made a taxable disposition of such Common
      Shares.





The
      PFIC
      rules are complex, and each U.S. Holder should consult its own financial
      advisor, legal counsel, or accountant regarding the PFIC rules and how the
      PFIC
      rules may affect the U.S. federal income tax consequences of the acquisition,
      ownership, and disposition of Common Shares.


This
      summary is of a general nature only and is not intended to be relied on as
      legal
      or tax advice or representations to any particular investor.  Consequently,
      potential investors are urged to seek independent tax advice in respect of
      the
      consequences to them of the acquisition of common stock having regard to their
      particular circumstances.


(F)
      DIVIDEND AND PAYING AGENTS


Not
      applicable





-
            48 -





(G)
      STATEMENT BY EXPERTS




Not
      applicable




(H)
      DOCUMENTS ON DISPLAY




The
      documents concerning the Company referred to in this Annual Report may be
      inspected at the Company's office at 3400 One First Canadian Place, C/O Bennett
      Jones LLP, PO Box 130, Toronto, Ontario, Canada, M5X 1A4.  The Company
      may be reached at (416) 607-6793. Documents filed with the Securities and
      Exchange Commission ("SEC") may also be read and copied at the SEC's public
      reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
      SEC at 1-800-SEC-0330 for further information on the public reference
      rooms.




The
      Company is subject to reporting requirements as a “reporting issuer” under
      applicable securities legislation in Canada and as a “foreign private issuer”
under the Securities Exchange Act of 1934 (the “Exchange Act”). As a result, we
      must file periodic reports and other information with the Canadian securities
      regulatory authorities and the Securities and Exchange Commission.





A
      copy of
      this Form 20-F Annual Report and certain other documents referred to in this
      Annual Report and other documents filed by us may be retrieved from the system
      for electronic document analysis and retrieval (“SEDAR”) system maintained by
      the Canadian securities regulatory authorities at www.sedar.ca or from the
      Securities and Exchange Commission electronic data gathering, analysis and
      retrieval system(“EDGAR”) at www.sec.gov/edgar.




(I)
      SUBSIDIARY INFORMATION




The
      documents concerning the Company’s subsidiaries referred to in this Annual
      Report may be inspected at the Company's office at 3400 One First Canadian
      Place, C/O Bennett Jones LLP, PO Box 130, Toronto, Ontario, Canada, M5X
      1A4.







-
            49 -







ITEM
        11 - QUANTITATIVE AND
        QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  We
        are
        exposed to foreign currency exchange rates.  We do not use derivative
        financial instruments.
  The
        Company‘s
        surplus funds are held with Canadian banks in US and Canadian currencies
        in
        interest earning accounts.
  The
        Company has no debt instruments subject to interest payments, sales contracts,
        swaps, derivatives, or forward agreements or contracts, or
        inventory.
  The
        Company has no currency or commodity contracts, and the Company does not
        trade
        in such instruments.


The
      Company periodically accesses the capital markets with the issuance of new
      shares to fund operating expenses and new projects,




ITEM
      12 - DESCRIPTION OF
      SECURITIES OTHER THAN EQUITY SECURITIES




Not
      required since this is an annual report.






PART
      II




ITEM
      13 - DEFAULTS, DIVIDEND
      ARREARAGES AND DELINQUENCIES




None.




ITEM
      14 - MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS




No
      modifications or qualifications have been made to the instruments defining
      the
      rights of the holders of our Common Shares and no material amount of assets
      securing our securities has been withdrawn or substituted by us or anyone else
      (other than in the ordinary course of business).





As
      explained earlier, we have moved the jurisdiction of our company from Ontario
      Business Corporation Act to Canada Business Corporation act and have revised
      the
      by-laws which govern rights of the security holders. We do not believe that
      these changes have materially affected or modified the said rights.





ITEM
      15 CONTROLS AND
      PROCEDURES




A.    Evaluation
      of Disclosure Controls and Procedures




The
      Company evaluated the effectiveness of the design and operation of its
      disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e)
      under the Securities Exchange Act of 1934, as amended) as of the end of the
      period covered by this report. Based upon that evaluation, the Chief Executive
      Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
      the Company's disclosure controls and procedures were effective in timely
      alerting them to the material information relating to the Company (or the
      Company's consolidated subsidiaries) required to be included in the Company's
      periodic SEC filings.





-
            50 -





B.
      Management’s Annual Report on Internal Control over Financial
      Reporting





Not
      Applicable





C.
      Attestation report of the registered public accounting firm





Not
      Applicable





D.     Changes
      in Internal Controls




There
      were no changes made in the Company's internal controls over financial reporting
      that occurred during the period covered by this report that have materially
      affected or are reasonably likely to materially affect the Company’s internal
      control over financial reporting.




ITEM
      16[RESERVED]





ITEM
      16 (A) AUDIT COMMITTEE
      FINANCIAL EXPERTS




As
      at the
      Company’s financial year ended June 30, 2007, the audit committee consisted of
      two directors, one of whom, Ms. Joanne Butterfield Douglas would be determined
      as a financial expert, as that term is defined under Section 407 of the
      Sarbanes-Oxley Act of 2002. Ms. Douglas’s background is described under Item
      6(A) Directors and senior management.  She is an independent
      director.


The
      other
      member of the audit committee is Mr. Steve Dabbah.





ITEM
      16 (B) CODE OF
      ETHICS





On
      February 9, 2007, we adopted a Code of Ethics that applies to our principal
      executive officer and  principal financial officer, or persons
      performing similar functions.  A copy of our Code of Ethics will be
      provided to any person requesting same without charge.  To request a
      copy of our Code of Ethics, please make a written request to our chief financial
      officer, C/O Live Reel Media Corporation, 3400 One First Canadian Place, C/O
      Bennett Jones, PO Box 130, Toronto, Ontario, Canada, M5X
      1A4.





ITEM
      16 (C) PRINCIPAL
      ACCOUNTANT’S FEES AND SERVICES




The
      following outlines the expenditures for accounting fees for the last two fiscal
      years ended:




June
                30 2007
            
            June
                30 2006Audit
                Fees
            
            
            29,850
            
            
            19,846Audit
                Related Fees
            
            
            -
            
            
            -Tax
                Fees
            
            
            --
            
            
            -All
                Other Fees
            
            
            -
            
            
            -





Under
      our
      existing policies, the audit committee must approve all audit and non-audit
      related services provided by the auditors.








-
            51 -





ITEM
      16
      (D)  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
      COMMITTEES





Not
      applicable








ITEM
      16
      (E)   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS





Not
      applicable




PART
      III


ITEM
      17 - FINANCIAL
      STATEMENTS




See
      the
      Financial Statements and Exhibits listed in Item 19 hereof and filed as part
      of
      this Annual Report.  These financial statements were prepared in accordance
      with Canadian GAAP and are expressed in Canadian dollars.  Such financial
      statements have been reconciled to U.S. GAAP (see Note 16 therein).  For a
      history of exchange rates in effect for Canadian dollars as against U.S.
      dollars, see Item 3(A) Exchange Rates of this Annual Report.




ITEM
      18 - FINANCIAL
      STATEMENTS




Not
      applicable.





ITEM
      19 --
      EXHIBITS





(a)Financial
      Statements





Description
                of Document
            Page
                No.Cover
                Sheet
            F-1Index
            F-2Independent
                Auditor’s Report dated October 12, 2007
            F-3Consolidated
                Balance Sheets as at June30, 2007 and 2006
            F-4Consolidated
                Statements of Operations for the Fiscal Years Ended June 30, 2007,
                2006
                and 2005
            F-5Consolidated
                Statements of Cash Flows for the Fiscal Years Ended June 30, 2007,
                2006,
                and 2005
            F-6Consolidated
                Statements of Shareholders’ Equity (Deficiency) for the Fiscal Years Ended
                June 30, 2007, 2006, and 2005
            F-7Notes
                to Consolidated Financial Statements
            F-8








-
            52 -





b)Exhibits




The
      following documents are filed as part of this Annual Report on Form
      20-F




1.1
            Application
                for Authorization to continue in another jurisdiction dated October
                20,
                2006.- Incorporated
                herein by reference to Exhibit 1.1 to the Company’s Registration
                Statement on Form 20-F filed on December 26, 20061.2
            Articles
                of Incorporation of the Company - Incorporated herein
                by
                reference to Exhibit 1.1 to the Company’s Registration Statement on
                Form 20-F filed on March 12, 20041.3
            By-Laws
                of the Company -Incorporated herein by reference to Exhibit 1.3 to the Company’s
                Registration Statement on Form 20-F filed on December 26,
                20061.4
            Certificate
                of name change from Minedel Mining & Development Company Limited to
                Minedel Mines Limited - Incorporated herein
                by
                reference to Exhibit 1.3 to the Company’s Registration Statement on
                Form 20-F filed on March 12, 20041.5
            Certificate
                of name change from Minedel Mines Limited to Havelock Energy &
                Resources Inc.. - Incorporated herein
                by
                reference to Exhibit 1.4 to the Company’s Registration Statement on
                Form 20-F filed on March 12, 20041.6
            Certificate
                of name change from Havelock energy & Resources Inc. to Municipal
                Ticket Corporation - Incorporated herein
                by
                reference to Exhibit 1.5 to the Company’s Registration Statement on
                Form 20-F filed on March 12, 20041.7
            Certificate
                of name change from Municipal Ticket Corporation to I.D.Investment
                Inc. -
                Incorporated herein
                by
                reference to Exhibit 1.6 to the Company’s Registration Statement on
                Form 20-F filed on March 12, 20041.8
            Certificate
                of amalgmation. to Biolink Corporation - Incorporated herein
                by
                reference to Exhibit 1.7 to the Company’s Registration Statement on
                Form 20-F filed on March 12, 20041.9
            Certificate
                of name change from Biolink Corp. to First Empire Entertainment.com
                Inc. -
                Incorporated herein
                by
                reference to Exhibit 1.8 to the Company’s Registration Statement on
                Form 20-F filed on March 12, 2004








-
            53 -








1.10
            Certificate
                of name change from First Empire Entertainment.com Inc. to First
                Empire
                Corporation Inc. -Incorporated herein by reference to Exhibit 19 to the Company’s
                Annual Report on Form 20-F filed on March 12, 20041.11
            Certificate
                of name change from First Empire Corporation Inc. to Noble House
                Entertainment Inc. dated November 4, 2004 -Incorporated herein
                by
                reference to Exhibit 1.10 to the Company’s Annual Report on Form
                20-F filed on December 1, 20051.12
            Articles
                of Amendment dated November 19, 2004 consolidating the common shares
                of
                the Company on the basis of one new common share in exchange for
                every two
                old common shares - Incorporated herein
                by
                reference to Exhibit 1.11 to the Company’s Annual Report on Form
                20-F filed on December 1, 20051.13
            Certificate
                of name change from First Empire Music Corp. to Noble house Film
&
                Television Inc. dated January 21, 2005 - Incorporated herein
                by
                reference to Exhibit 1.12 to the Company’s Annual Report on Form
                20-F filed on December 1, 2005.1.14
            Certificate
                of name change from Noble House Film & Television Inc. to LiveReel
                Productions Corporation dated August 10, 2006 - Incorporated herein
                by
                reference to Exhibit 1.14 to the Company’s Registration Statement
                on Form 20-F filed on December 26, 2006,1.15
            Certificate
                of name change from Noble House Entertainment Inc. to LiveReel Media
                Corporation dated October 12, 2006 - Incorporated herein
                by
                reference to Exhibit 1.15 to the Company’s Registration Statement
                on Form 20-F filed on December 26, 2006,2.(a).
            Specimen
                Common Share certificate - Incorporated herein
                by
                reference to Exhibit 2.(a) to the Company’s Annual Report on Form
                20-F filed on December 1, 2005.








-
            54 -








4.(b)
            Offer
                to Purchase dated November 30, 2004 regarding acquisition of film
                properties from Noble House Production Inc. - Incorporated herein
                by
                reference to Exhibit 1.12 to the Company’s Annual Report on Form
                20-F filed on December 1, 2005.4.(c)
            2006
                Consultant Stock Compensation Plan and 2006 Stock Option Plan - Incorporated
                herein by
                reference to Form S-8 filed on March 9, 2006.11.
            Code
                of Ethics12
            The
                certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a))
                or Rule
                15d-14(a) (17 CFR 240.15d-14(a)).13.a
            The
                Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of 2002.14(a)(i)
            Corporate
              Governance Charter - Incorporated herein
              by
              reference to Exhibit 14 (a)(i) to the Company’s Registration
              Statement on Form 20-F filed on December 26, 2006,14(a)(ii)
            Audit
                  Committee Charter - Incorporated
                  herein by
                  reference to Exhibit 14 (a)(ii) to the Company’s Registration
                  Statement on Form 20-F filed on December 26,
                  2006,








-
            55 -





SIGNATURES





The
      Company hereby certifies that it meets all of the requirements for filing on
      Form 20-F and has duly caused and authorized the undersigned to sign this Annual
      Report on its behalf.





Dated
      at
      Toronto, Ontario, Canada, this November 30, 2007








LIVEREEL
      MEDIA CORPORATION





Per:
       (signed) Gregg
      Goldstein


Title:
       Chairman and CEO





-
            56 -









LIVEREEL
          MEDIA
          CORPORATION
 (Formerly
          Noble House Entertainment
          Inc.)
 
 Consolidated
          Financial
          Statements
 
 For
          the Years Ended June 30, 2007 and
          2006
 
 (Canadian
          Dollars)
  
   F-
                1
  PageAuditors’
Report
                  
                  F-3Consolidated
                      Balance Sheets
                  
                  F-4Consolidated
                      Statements of Operations
                  
                  F-5Consolidated
                      Statements of Cash Flows
                  
                  F-6Consolidated
                      Statements of Shareholders’ Equity (Deficiency)
                  
                  F-7Notes
                      to
                      Consolidated Financial Statements
                  
                  F-8
                      -
                      F-23
  F-
                2
 Schwartz
            Levitsky Feldman
            llp
 CHARTERED
            ACCOUNTANTS
 TORONTO,
            MONTREAL,
            OTTAWA
 
 
 
 
 
 
 AUDITORS’
            REPORT
 
 
 To
            the Shareholders
            of
 LiveReel
            Media
            Corporation
 (Formerly
            Noble
            House Entertainment Inc.)
 
 We
            have audited the
            consolidated balance sheets of LiveReel Media Corporation (Formerly Noble
            House
            Entertainment Inc.)as at June 30,
            2007 and
            2006 and the related consolidated statements of operations, shareholders'
            equity
            (deficiency) and cash flows for the years then ended. These consolidated
            financial statements are the responsibility of the Company's management.
            Our
            responsibility is to express an opinion on these consolidated financial
            statements based on our audit.
 
 We
            conducted our
            audit in accordance with Canadian generally accepted auditing standards
            and with
            the standards of the Public Company Accounting Oversight Board (United
            States).
            Those standards require that we plan and perform an audit to obtain reasonable
            assurance whether the financial statements are free of material misstatement.
            An
            audit includes examining, on a test basis, evidence supporting the amounts
            and
            disclosures in the financial statements. An audit also includes assessing
            the
            accounting principles used and significant estimates made by management,
            as well
            as evaluating the overall financial statement presentation.
 
 In
            our opinion,
            these consolidated financial statements present fairly, in all material
            respects, the financial position of the Company as at June 30, 2007 and
            2006 and
            the results of its operations and its cash flows for the years then ended,
            in
            accordance with Canadian generally accepted accounting principles which
            differ
            in certain respects from generally accepted accounting principles in
            the United
            States (refer to note 16).
  
  The
            consolidated
            financial statements of LiveReel Media Corporation (Formerly Noble House
            Entertainment Inc.) for the year ended June 30, 2005 were audited by
            other
            auditors whose report dated October 20, 2005, expressed an unqualified
            opinion
            on those statements.
  /s/ 
SCHWARTZ
              LEVITSKY
              FELDMAN LLP
 “SCHWARTZ
            LEVITSKY FELDMAN
            LLP”
 
 
 1167
            Caledonia Road
 Toronto,
            Ontario M6A 2X1
 Tel:  416
            785 5353
 Fax:  416
            785 5663
  F-
                  3
  LiveReel
              Media
              Corporation
 (Formerly
              Noble House Entertainment
              Inc.)
 Consolidated
              Balance
              Sheets
 (Canadian
              Dollars)
   As
                            at June
                            30
                        
                        Note
                        
                        
                        2007
                        
                        
                        2006AssetsCurrentCash
                        
                        
                        
                        
                        $
                        1,644,350
                        
                        
                        $
                        1,861,545Treasury
                            bills
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        279,125Advances
                            and prepaids
                        
                        
                        3
                        
                        
                        
                        435,750
                        
                        
                        
                        361,931Deferred
                            stock based compensation
                        
                        
                        4
                        
                        
                        
                        -
                        
                        
                        
                        113,9992,080,100
                        
                        
                        
                        2,616,600Investment
                            in film and
                            television programs
                        
                        
                        5
                        
                        
                        
                        25,000
                        
                        
                        
                        25,000$
                        2,105,100
                        
                        
                        $
                        2,641,600LiabilitiesCurrentAccounts
                            payable and accrued liabilities
                        
                        
                        6
                        
                        
                        $
                        114,435
                        
                        
                        $
                        112,473Advances
                            from shareholders
                        
                        
                        7
                        
                        
                        
                        -
                        
                        
                        
                        4,346114,435
                        
                        
                        
                        116,819Shareholders'
                            EquityCapital
                            stock
                        
                        
                        8
                        
                        
                        
                        1,586,599
                        
                        
                        
                        2,255,394Contributed
                            surplus
                        
                        
                        
                        
                        
                        
                        293,370
                        
                        
                        
                        20,391Warrants
                        
                        
                        9
                        
                        
                        
                        6,215,747
                        
                        
                        
                        5,729,352Deficit
                        
                        
                        
                        
                        
                        
                        (6,105,051
                        )
                        
                        
                        (5,480,356
                        )1,990,665
                        
                        
                        
                        2,524,781$
                        2,105,100
                        
                        
                        $
                        2,641,600Related
                            Party Transactions
                            (Note 12)Commitments
                            and contingencies
                            (Note 13)
   Approved
                by the Board”Gregg
                Goldstein”  Director    ”J.
                Stephen
                Wilson”Director
 (signed)                                   (signed)
 
 
 The
                accompanying notes form an
                integral part of these consolidated financial statements.
   F-
                    4
 
   LiveReel
                    Media
                    Corporation
 (Formerly
                    Noble House Entertainment
                    Inc.)
 Consolidated
                    Statements of
                    Operations
 (Canadian
                    Dollars)
  For
                              the Years
                              Ended June 30
                          
                          Note
                          
                          
                          2007
                          
                          
                          2006
                          
                          
                          2005RevenueInterest
                              income
                          
                          
                          
                          
                          $
                          72,697
                          
                          
                          $
                          -
                          
                          
                          $
                          -Distribution
                              income
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          7,052
                          
                          
                          
                          5,031Total
                              Revenue
                          
                          
                          
                          
                          $
                          72,697
                          
                          
                          $
                          7,052
                          
                          
                          $
                          5,031ExpensesConsulting
                              expense
                          
                          4
&
                              12
                          
                          
                          
                          343,256
                          
                          
                          
                          313,489
                          
                          
                          
                          76,095Foreign
                              exchange loss
                          
                          
                          
                          
                          
                          117,336
                          
                          
                          
                          33,958
                          
                          
                          
                          -Professional
                              fees
                          
                          
                          
                          
                          
                          114,311
                          
                          
                          
                          37,849
                          
                          
                          
                          9,680Office
                              and general
                          
                          
                          
                          
                          
                          90,871
                          
                          
                          
                          78,410
                          
                          
                          
                          27,061Shareholders
                              information
                          
                          
                          
                          
                          
                          26,312
                          
                          
                          
                          8,935
                          
                          
                          
                          20,122Promotion
                          
                          
                          
                          
                          
                          3,746
                          
                          
                          
                          7,999
                          
                          
                          
                          13,543Bank
                              charges and interest
                          
                          
                          
                          
                          
                          1,560
                          
                          
                          
                          1,009
                          
                          
                          
                          563Amortization
                              of investment in film
                          
                          
                          5
                          
                          
                          
                          -
                          
                          
                          
                          207,500
                          
                          
                          
                          117,500and
                              television programs697,392
                          
                          
                          
                          689,149
                          
                          
                          
                          264,564Net
                              loss for the
                              year
                          
                          
                          
                          
                          
                          $
                          (624,695
                          )
                          
                          $
                          (682,097
                          )
                          
                          $
                          (259,533
                          )Net
                              loss per share - basic and
                              diluted
                          
                          
                          10
                          
                          
                          $
                          (0.04
                          )
                          
                          $
                          (0.07
                          )
                          
                          $
                          (0.04
                          )
   The
                    accompanying notes form an
                    integral part of these consolidated financial statements.
   F-
                        5
  LiveReel
                    Media
                    Corporation
 (Formerly
                    Noble House Entertainment
                    Inc.)
 Consolidated
                    Statements of Cash
                    Flows
 (Canadian
                    Dollars)
  For
                              the Years
                              Ended June 30
                          
                          2007
                          
                          
                          2006
                          
                          
                          2005Cash
                              flows from operating
                              activitiesNet
                              loss for year
                          
                          $
                          (624,695
                          )
                          
                          $
                          (682,097
                          )
                          
                          $
                          (259,533
                          )Items
                              not affecting
                              cashStock
                              based compensation
                          
                          
                          204,578
                          
                          
                          
                          114,001
                          
                          
                          
                          5,000Amortization
                              of investment in film and television programs
                          
                          
                          -
                          
                          
                          
                          207,500
                          
                          
                          
                          117,500Effect
                              of changes
                              in:Advances
                              and prepaids
                          
                          
                          (73,819
                          )
                          
                          
                          (355,948
                          )
                          
                          
                          (3,361
                          )Accounts
                              payable and accrued liabilities
                          
                          
                          (2,384
                          )
                          
                          
                          65,596
                          
                          
                          
                          36,047(496,320
                          )
                          
                          
                          (650,948
                          )
                          
                          
                          (104,347
                          )Cash
                              flows from investing
                              activitiesRedemption
                              of (investment in) treasury bills
                          
                          
                          279,125
                          
                          
                          
                          (279,125
                          )
                          
                          
                          -279,125
                          
                          
                          
                          (279,125
                          )
                          
                          
                          -Cash
                              flows from financing
                              activitiesCommon
                              shares issued
                          
                          
                          -
                          
                          
                          
                          2,941,074
                          
                          
                          
                          -Net
                              advances from (repayments to) shareholders
                          
                          
                          -
                          
                          
                          
                          (139,591
                          )
                          
                          
                          105,916Note
                              payable
                          
                          
                          -
                          
                          
                          
                          (11,494
                          )
                          
                          
                          -Shares
                              cashed-out
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (185
                          )-
                          
                          
                          
                          2,789,989
                          
                          
                          
                          105,731Increase
                              (decrease) in
                              cash
                          
                          
                          (217,195
                          )
                          
                          
                          1,859,916
                          
                          
                          
                          1,384Cash,
                              beginning of
                              year
                          
                          
                          1,861,545
                          
                          
                          
                          1,629
                          
                          
                          
                          245Cash,
                              end of
                              year
                          
                          $
                          1,644,350
                          
                          
                          $
                          1,861,545
                          
                          
                          $
                          1,629Supplemental
                              disclosuresNon-cash
                              investing and
                              financing activitiesConversion
                              of  loan  to equity investment
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Acquisition
                              of film and television programs for shares issued
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          350,000$
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          350,000
   The
                    accompanying notes form an
                    integral part of these consolidated financial statements.
  F-
                        6
 
  LiveReel
                        Media
                        Corporation
 (Formerly
                        Noble House Entertainment
                        Inc.)
 Consolidated
                        Statement of
                        Shareholders’ Equity (Deficiency)
 (Canadian
                        Dollars)
   For
                        the Years Ended June 30, 2007,
                        2006 and 2005
  Number
                                  of
                                  Shares
                              
                              
                              Share
                                Capital
                              
                              
                              Warrants
                              
                              
                              Contributed
                                  surplus
                              
                              
                              Deficit
                              
                              
                              Shareholders'
                                  Equity (Deficiency)Balance
                                  June 30,
                                  2005
                              
                              
                              8,134,544
                              
                              
                              
                              4,815,672
                              
                              
                              
                              
                              
                              
                              20,391
                              
                              
                              
                              (4,798,259
                              )
                              
                              
                              37,804Issued
                                  under
                                  private placements
                              
                              
                              5,467,200
                              
                              
                              
                              3,124,622
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,124,622Shares
                                  issued
                                  under private placement subsequently canceled and
                                  subscription
                                  refunded
                              
                              
                              (80,000
                              )
                              
                              
                              (44,112
                              )
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              (44,112
                              )Finder's
                                  fee
                              
                              
                              
                              
                              
                              
                              (139,436
                              )
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (139,436
                              )Issued
                                  under
                                  2006 consultant stock compensation plan
                              
                              
                              1,000,000
                              
                              
                              
                              228,000
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              228,000Valuation
                                  of
                                  warrants previously issued upon changes in their
                                  terms during
                                  year
                              
                              
                              -
                              
                              
                              
                              (2,094,580
                              )
                              
                              
                              2,094,580
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -Valuation
                                  of
                                  warrants issued under private placements
                              
                              
                              -
                              
                              
                              
                              (3,634,772
                              )
                              
                              
                              3,634,772
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -Net
                                  loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              (682,097
                              )
                              
                              
                              (682,097
                              )Balance
                                  June 30,
                                  2006
                              
                              
                              14,521,744
                              
                              
                              $
                              2,255,394
                              
                              
                              $
                              5,729,352
                              
                              
                              $
                              20,391
                              
                              
                              $
                              (5,480,356
                              )
                              
                              $
                              2,524,781Cancellation
                                  of shares
                              
                              
                              (800,000
                              )
                              
                              $
                              (182,400
                              )
                              
                              
                              
                              
                              
                              $
                              182,400
                              
                              
                              
                              
                              
                              
                              
                              -Write
                                  off of
                                  unamortized deferred stock based compensation
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (45,600
                              )
                              
                              
                              -
                              
                              
                              
                              (45,600
                              )Valuation
                                  of
                                  warrants previously issued upon changes in their
                                  terms during
                                  year
                              
                              
                              -
                              
                              
                              
                              (486,395
                              )
                              
                              
                              486,395
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -Compensation
                                  expense for stock options issued
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              136,179
                              
                              
                              
                              
                              
                              
                              
                              136,179Net
                                  loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              (624,695
                              )
                              
                              
                              (624,695
                              )Balance
                                  June 30,
                                  2007
                              
                              
                              13,721,744
                              
                              
                              $
                              1,586,599
                              
                              
                              $
                              6,215,747
                              
                              
                              $
                              293,370
                              
                              
                              $
                              (6,105,051
                              )
                              
                              $
                              1,990,665
   The
                        accompanying notes form an
                        integral part of these consolidated financial statements.
  F-
                            7
   LiveReel
          Media
          Corporation
 (Formerly
          Noble House Entertainment
          Inc.)
 Notes
          to Consolidated Financial
          Statements
 (Canadian
          Dollars)
 June
            30, 2007 and
            2006
  1. NATURE
          OF
          OPERATIONS
 
 LiveReel
          Media
          Corporation. (the “Company") is a fully integrated entertainment company engaged
          in the financing, development, licensing, production and distribution of
          feature
          films, television series, television movies and non-fiction
          programming.
 
 The
          Company was
          incorporated in Ontario on March 18, 1997 as a result of an
          amalgamation.
 
 The
          Company changed
          its name from Noble House Entertainment Inc. to LiveReel Media Corporation
          effective October 12, 2006.  On October 20, 2006, the Company received
          regulatory approval for continuance under the jurisdiction of the Canada
          Business Corporations Act.
 
 
 2.   
SIGNIFICANT
          ACCOUNTING POLICIES
 
 Basis
          of
          Presentation
 
 These
          consolidated
          financial statements are prepared in Canadian dollars in accordance with
          accounting principles generally accepted in Canada, which conform, in all
          material respects, with accounting principles generally accepted in the
          United
          States, except as disclosed in Note 16.
 
 Principles
          of
          Consolidation
 
 The
          consolidated
          financial statements include the accounts of the Company and its wholly
          owned
          subsidiary – LiveReel Productions Corporation (“LRPC”). The subsidiary changed
          its name from Noble House Film & Television Inc. effective August 10,
          2006.
 
 LRPC
          holds titles
          to the film properties and distribution rights acquired and is in the business
          of licensing, developing, producing and distributing films and television
          programs.
 
 All
          intercompany
          balances and transactions have been eliminated on consolidation.
 
 Revenue
          Recognition
 
 Revenue
          from the
          licensing of film and television programs is recognized when:
 i.
                  the
                      Company
                      has persuasive evidence of a contractual arrangement;ii.
                  the
                      production has been completed;iii.
                  the
                      contractual delivery arrangements have been satisfied;iv.
                  the
                      licensing
                      period has commenced and the customer can begin its exploitation,
                      exhibition or sale;v.
                  the
                      fee is
                      fixed or determinable; andvi.
                  collectibility
                      of proceeds is reasonably
                      assured.
  Revenue
          from the
          theatrical release of feature films is recognized at the time of exhibition
          based on the Company’s participation in box office receipts, provided that all
          of the foregoing conditions are met.
 
 Cash
          payments
          received are recorded as deferred revenue until all the foregoing conditions
          of
          revenue recognition have been met.
   F-
            8
   LiveReel
          Media
          Corporation
 (Formerly
          Noble House Entertainment
          Inc.)
 Notes
          to Consolidated Financial
          Statements
 (Canadian
          Dollars)
 June
            30, 2007 and
            2006
  2.  
SIGNIFICANT
          ACCOUNTING POLICIES(continued)
 
 Investment
          in Film and Television
          Programs
 
 Investment
          in film
          and television programs includes the unamortized costs of film and television
          programs which have been produced by the Company or for which the Company
          has
          acquired distribution rights, libraries acquired as part of acquisitions
          of
          companies, and film and television programs in progress and in
          development.
 
 For
          film and
          television programs produced by the Company, capitalized costs include
          all
          direct production and financing costs, capitalized interest and production
          overhead. For acquired film and television programs, these capitalized
          costs
          consist of minimum guarantee payments to acquire the distribution
          rights.
 
 Costs
          of acquiring
          and producing film and television programs and of acquired libraries are
          amortized using the individual-film-forecast method, whereby these costs
          are
          amortized. Participation and residual costs are accrued in the proportion
          that
          the current year’s revenue bears to management’s estimate of ultimate revenue at
          the beginning of the current year expected to be recognized from the
          exploitation, exhibition or sale of the film or television programs. Ultimate
          revenue includes estimates over a period not to exceed ten years following
          the
          date of initial release or from the date of delivery of the first episode
          for
          episodic television series. For titles included in acquired libraries,
          ultimate
          revenue includes estimates over a period not to exceed twenty years following
          the date of acquisition.
 
 The
          valuation of
          investment in film and television programs is reviewed on a title-by-title
          basis, when an event or change in circumstances indicates that the recoverable
          value of a film or television program is less than its unamortized cost.
          Additional amortization is recorded in the amount by which the unamortized
          costs
          exceed the estimated fair value of the film or television program. The
          fair
          value of the film or television program is determined using management’s future
          revenue and cost estimates and a discounted cash flow approach. Estimates
          of
          future revenue involve measurement uncertainty and it is therefore possible
          that
          reductions in the carrying value of investment in film and television programs
          may be required as a consequence of changes in management’s future revenue
          estimates.
 
 Foreign
          Currency
          Translation
 
 The
          functional
          currency of the Company is the Canadian dollar.  Monetary assets and
          liabilities are translated at exchange rates in effect at the balance sheet
          date.  Non-monetary assets are translated at the historical exchange
          rates which were in effect when they were acquired.  Revenue and
          expenses are translated at the approximate average rate of exchange for
          the
          year, except that amortization is translated at the rates used to translate
          related assets. The resulting gains or losses on translation are included
          in the
          consolidated statement of operations.
 
 Future
          Income
          Taxes
 The
          Company follows
          the asset and liability method of accounting for income taxes.  Under
          this method, future income tax assets and liabilities are determined based
          on
          temporary differences between financial reporting and tax bases of assets
          and
          liabilities, as well as for the benefit of losses available to be carried
          forward to future years for tax purposes.  Future income tax assets
          and liabilities are measured using substantively enacted tax rates and
          laws that
          will be in effect when the differences are expected to
          reverse.  Future income tax assets are recognized in the financial
          statements if realization is considered more likely than not.
 F-
            9
 LiveReel
          Media
          Corporation
 (Formerly
          Noble House Entertainment
          Inc.)
 Notes
          to Consolidated Financial
          Statements
 (Canadian
          Dollars)
 June
            30, 2007 and
            2006
   2.  
SIGNIFICANT
              ACCOUNTING
              POLICIES (continued)
 
 Stock-Based
              Compensation
              Plan
 
 The
              Company follows
              a fair value based method of accounting for all Stock-based Compensation
              and
              Other Stock-based Payments to employees and non-employees.  The fair
              value of all share purchase options is expensed over their vesting
              period with a
              corresponding increase to contributed surplus. Upon exercise of share
              purchase
              options, the consideration paid by the option holder, together with
              the amount
              previously recognized in contributed surplus, is recorded as an increase
              to
              share capital. The Company uses the Black-Scholes option valuation
              model to
              calculate the fair value of share purchase options at the date of
              grant.
 
 The
              market value of
              the Company’s share on the date of issuance of shares under any stock
              compensation plan is considered as fair value of the shares issued.
 
 Loss
              Per Share
 
 Basic
              loss per
              share is calculated by dividing net loss (the numerator) by the weighted
              average
              number of common shares outstanding (the denominator) during the
              period.  Diluted loss per share reflects the dilution that would occur
              if outstanding stock options and share purchase warrants were exercised
              or
              converted into common shares using the treasury stock method and are
              calculated
              by dividing net loss applicable to common shares by the sum of the
              weighted
              average number of common shares outstanding and all additional common
              shares
              that would have been outstanding if potentially dilutive common shares
              had been
              issued.
 
 The
              inclusion of
              the Company’s stock options and share purchase warrants in the computation of
              diluted loss per share would have an anti-dilutive effect on loss per
              share and
              are therefore excluded from the computation.  Consequently, there is
              no difference between basic loss per share and diluted loss per
              share.
 
 Use
              of
              estimates
 
 The
              preparation of
              financial statements in conformity with Canadian generally accepted
              accounting
              principles 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 period.  Significant estimates
              include recoverability of assets and fair value of stock based
              compensation.  Actual results could differ from those
              estimates.
   F-
                10
 
 LiveReel
                Media
                Corporation
 (Formerly
                Noble House Entertainment
                Inc.)
 Notes
                to Consolidated Financial
                Statements
 (Canadian
                Dollars)
 June
                  30, 2007 and
                  2006
  3.  
ADVANCES
                    AND
                    PREPAIDS
   As
                              at June
                              30,
                          
                          
                          2007
                          
                          
                          2006Due
                              from
                              Production companies
                          (a)
                          
                          $
                          419,850
                          
                          
                          $
                          341,213Taxes
                              recoverable
                          
                          
                          
                          11,309
                          
                          
                          
                          13,782Deposits
                              and
                              prepayments
                          (b)
                          
                          
                          4,591
                          
                          
                          
                          6,936$
                          435,750
                          
                          
                          $
                          361,931
  (a)
                          Represents
                              funds advanced to multiple production companies, owned
                              by a former officer
                              and director of the Company and a former executive
                              of the Company’s
                              subsidiary. The Company and its wholly owned subsidiary
                              have entered into
                              various agreements to provide financing, license scripts
                              and screen plays
                              and handle global distribution for these entities.
                              These funds are
                              provided to the production companies and are secured
                              by the film elements
                              and are repayable at various interest rates and are
                              generally due on
                              demand.
  (b)
                            The
                                Company
                                paid an advance of US $ 7,500 in October 2005 to
                                a firm of lawyer to
                                defend itself against a legal action initiated by
                                an individual in
                                Florida. The lawyer firm filed a motion to dismiss
                                the case against the
                                company in October 2005. This case was dismissed
                                in April,
                                2007.  The balance of the advance after accounting for the
                                legal
                                costs charged up to June 30, 2007 which was previously
                                held against future
                                legal costs, if any, in the matter is included in
                                deposits and
                                prepayments.
  
 4.  
DEFERRED
                    STOCK BASED
                    COMPENSATION
 
 Deferred
                              stock based compensation relates to the fair value
                              of 1,000,000 shares
                              issued under the Company’s 2006 Consultant Stock Compensation Plan for
                              services that were to be performed by three consultants
                              through December
                              31, 2006.  On March 6, 2006, the board of directors of the
                              Company authorized the issuance, including 100,000
                              shares issued to the
                              former director and Chief Financial Officer for his
                              services under a
                              consulting contract.  At the time of issuance, the shares were
                              valued at fair market value of $228,000, and this amount
                              was to be
                              amortized on a straight line basis over the 12 months
                              ended December 31,
                              2006.  This resulted in a charge of $114,001 being amortized
                              in
                              the year ended June 30, 2006.  The balance of $113,999 was
                              amortized in the year ended June 30, 2007 and is included
                              in consulting
                              and stock based compensation
                              charges.
 
 On
                              December
                              15, 2006, the Company cancelled 800,000 shares issued
                              to a consultant due
                              to a lack of performance of duties.  The Company recorded a
                              reduction in share capital related to the cancellation
                              of shares of
                              $182,400, and an increase in contributed surplus of
                              previously amortized
                              charges of $136,800.
 
 Stock
                              based
                              compensation included in consulting expense is $204,578
                              in fiscal 2007
                              ($114,001-2006; $5,000-2005).
 F-
                      11
 
   LiveReel
                      Media
                      Corporation
 (Formerly
                      Noble House Entertainment
                      Inc.)
 Notes
                      to Consolidated Financial
                      Statements
 (Canadian
                      Dollars)
 June
                        30, 2007 and
                        2006
   5. INVESTMENT
                          IN FILM AND TELEVISION
                          PROGRAMS
 Theatrical
                                    films
                                
                                
                                
                                
                                
                                Theatrical
                                    filmsScripts
&
                                    Synopsis
                                
                                
                                Distribution
                                    contracts
                                
                                
                                Total
                                
                                
                                Scripts
&
                                    Synopsis
                                
                                
                                Distribution
                                    contracts
                                
                                
                                TotalAs
                                    at June
                                    30,
                                
                                2007
                                
                                
                                2006Balance
                                    at
                                    beginning
                                
                                $
                                25,000
                                
                                
                                $
                                -
                                
                                
                                $
                                25,000
                                
                                
                                $
                                172,500
                                
                                
                                $
                                60,000
                                
                                
                                $
                                232,500Acquisitions
                                    during period
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Amortization
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (147,500
                                )
                                
                                
                                (60,000
                                )
                                
                                
                                (207,500
                                )Balance
                                    at
                                    end of period
                                
                                $
                                25,000
                                
                                
                                $
                                -
                                
                                
                                $
                                25,000
                                
                                
                                $
                                25,000
                                
                                
                                $
                                -
                                
                                
                                $
                                25,000
  The
                          value assigned
                          on the acquisition of the scripts and synopsis and distribution
                          contracts was
                          based on an independent valuation provided by a Los Angeles
                          based film
                          distribution and sales house and was based on title by
                          title
                          evaluation.
 
 Based
                          on industry
                          knowledge, experience and expertise, management established the production
                          budget estimates as well as potential revenues for each
                          of the scripts based on
                          a Low, Medium and High projection. It determined the budget
                          for the individual
                          projects taking a completed script and breaking down individual
                          elements --
                          character/actor, locations/set, service/production requirements.
 Based on
                          these elements, management built a budget to estimate the
                          cost to produce each
                          film.  At that point, no quotations were obtained from third parties
                          for the elements of the budgets because many budget elements
                          are variable right
                          up until the actual production on the film.
 
 These
                          variable
                          elements include talent costs, crew labour rates, equipment
                          rental and
                          post-production service costs. Generally, management expected
                          to negotiate a
                          reduction against budget in the costs for variable elements.
                          Thus, the estimated
                          production budget was viewed as a high estimate.
 
 Management
                          then
                          determined the projections of revenue after distribution
                          commission, by
                          comparing the actual prior experience of management and
                          consultants and with
                          reports from various sales agencies that work, and have
                          worked, with them.
                          Management built low, medium and high revenue models form
                          the bottom up based on
                          estimated revenues by individual territory sales throughout
                          the world.
 
 Management
                          believed
                          that the Low, Medium and High projections accounted for
                          both the variable
                          quality of the final product and the general performance
                          of the entertainment
                          industry.
 
 As
                          at June 30, 2006, Management concluded that its short term
                          business plan would
                          not include development of any of the scripts except one,
                          King of Sorrow, which
                          was licensed and has now developed into a commercial feature
                          film. Management
                          therefore decided to fully write off the carrying value
                          of all scripts except
                          for King of Sorrow. Management carried out evaluation of
                          its estimated costs and
                          revenue details of King of Sorrow as at June 30, 2007 and
                          concluded that no
                          further amortization was required to the carrying value
                          of this
                          script.
  The
                          carrying value
                          of the distribution contract was fully written off since
                          management review at
                          June 30, 2006 concluded that no further revenue was expected
                          without incurring
                          significant costs which management was not prepared to
                          do.
  F-
                            12
 
   LiveReel
                            Media
                            Corporation
 (Formerly
                            Noble House Entertainment
                            Inc.)
 Notes
                            to Consolidated Financial
                            Statements
 (Canadian
                            Dollars)
 June
                              30, 2007 and
                              2006
  6.   
ACCOUNTS
                                PAYABLE
                                AND ACCRUED LIABILITIES
  As
                                            at June
                                            30,
                                        
                                        
                                        2007
                                        
                                        
                                        2006Accounts  payable
                                        (a)
                                        
                                        $
                                        59,395
                                        
                                        
                                        $
                                        16,821Accruals
                                        (b)
                                        
                                        
                                        22,500
                                        
                                        
                                        
                                        63,112Production
                                            advances
                                        (c)
                                        
                                        
                                        32,540
                                        
                                        
                                        
                                        32,540$
                                        114,435
                                        
                                        
                                        $
                                        112,473
   (a)
                                      As
                                          at June
                                          30, 2007, accounts payable were regular
                                          trade payables incurred in the
                                          normal course of business, primarily for
                                          legal fees rendered during the
                                          fiscal year.  As at June 30, 2006, accounts payable included
                                          $1,562 due to a corporate shareholder,
                                          Current Capital Corp., which is
                                          owned by one of the former directors of
                                          the Company, and $3,610 due to the
                                          Chief Executive Officer for reimbursable
                                          travel
                                          expenses.
  (b)
                                      Accruals
                                          at
                                          June 30, 2007 are for estimated audit fees.  Accruals at June
                                          30, 2006 are for estimated 2006 audit fees
                                          of $18,500 and an additional
                                          $44,112 representing a subscription received
                                          from an individual who
                                          originally participated in the private
                                          placement but later proved
                                          ineligible to participate.  Hence his subscription was refunded
                                          and shares issued to him were cancelled
                                          subsequent to the balance sheet
                                          date. (See also Note 8(b)(ii)).
 
 (c)
                                      Production
                                          advances were received from two production
                                          companies towards script and
                                          screen play development. A former director
                                          and officer of the company and
                                          a former executive of its subsidiary are
                                          among the owners of one of the
                                          production companies, which advanced $26,540
                                          (2006:
                                          $26,540).
 
 
 7. ADVANCES
                                FROM
                                SHAREHOLDERS
 
 Advances
                                          from
                                          shareholders represented funds advanced
                                          or expenses incurred on behalf of
                                          the Company by shareholder corporations
                                          from time to time. These advances
                                          were unsecured, non-interest bearing and
                                          are payable on
                                          demand.  All amounts were forgiven in the year ended
                                          June 30,
                                          2007.
 F-
                                  13
   LiveReel
                                Media
                                Corporation
 (Formerly
                                Noble House Entertainment
                                Inc.)
 Notes
                                to Consolidated Financial
                                Statements
 (Canadian
                                Dollars)
 June
                                  30, 2007 and
                                  2006
   8.   
CAPITAL
                                    STOCK
 
 a)           
                                    Authorized:  Unlimited number of common shares
  (b) Issued:
  As
                                                at June
                                                30,
                                            
                                            
                                            2007
                                            
                                            
                                            2006Common
                                            
                                            
                                            
                                            
                                            
                                            CommonShares
                                            
                                            
                                            Amount
                                            
                                            
                                            Shares
                                            
                                            
                                            AmountBeginning
                                                of
                                                year
                                            
                                            
                                            
                                            14,521,744
                                            
                                            
                                            $
                                            2,255,394
                                            
                                            
                                            
                                            8,134,544
                                            
                                            
                                            $
                                            4,815,672Issued
                                                (cancelled) under 2006
                                                Consultant stock compensation plan
                                            (i)
                                            
                                            
                                            (800,000
                                            )
                                            
                                            
                                            (182,400
                                            )
                                            
                                            
                                            1,000,000
                                            
                                            
                                            
                                            228,000Issued
                                                under a private
                                                placement
                                            (ii)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            5,467,200
                                            
                                            
                                            
                                            3,124,622Shares
                                                issued under private
                                                placement being canceled subsequently
                                            Note
                                                6(b)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (80,000
                                            )
                                            
                                            
                                            (44,112
                                            )Expenses
                                                relating to private
                                                palcement
                                            (ii)
                                            
                                            
                                            
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (139,436
                                            )Warrants
                                                ( note
                                                9)
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (486,395
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (5,729,352
                                            )13,721,744
                                            
                                            
                                            $
                                            1,586,599
                                            
                                            
                                            
                                            14,521,744
                                            
                                            
                                            $
                                            2,255,394
 (i)
                                            On
                                                February
                                                20, 2006, the Company filed for registration
                                                with the United States
                                                Securities and Exchange Commission,
                                                two Plans - (a) 2006 stock option
                                                plan
                                                for 1 million options and (b) 2006
                                                Consultant stock compensation plan
                                                for
                                                1 million common shares.
  On
                                      March 6, 2006, the board of directors of the
                                      Company allotted 1 million shares
                                      under the 2006 Consultant stock compensation
                                      plan to three consultants for
                                      services during the year ending December 31,
                                      2006. The shares were valued at
                                      fair market value on the date of allotment
                                      which was US$0.20 per share. See Note
                                      4 for further details.  On December 15, 2006, 800,000 shares were
                                      cancelled due to non-performance of duties
                                      by one of the consultants granted
                                      shares.
  (ii)
                                            On
                                                March 6,
                                                2006, the board of directors of the
                                                Company approved a private placement
                                                arrangement with a group of accredited
                                                investors. The private placement
                                                involved issuance of a Unit at a
                                                price of US$0.50. The Unit consisted
                                                of
                                                one common share of the Company and
                                                one half warrant expiring within
                                                two
                                                years of issuance of the Unit. One
                                                whole warrant is convertible into
                                                one
                                                common share of the Company at a
                                                conversion price of US$0.65. The
                                                conversion price was reduced to US$0.50
                                                by a Board resolution dated June
                                                21, 2006.
  The
                                      private
                                      placement was closed on April 15, 2006. 2,387,200
                                      units were subscribed and paid
                                      for resulting in issuance of 2,387,200 common
                                      shares and 1,193,600 whole
                                      warrants.
 
 F-
                                      14
 
  LiveReel
                                      Media
                                      Corporation
 (Formerly
                                      Noble House Entertainment
                                      Inc.)
 Notes
                                      to Consolidated Financial
                                      Statements
 (Canadian
                                      Dollars)
 June
                                        30, 2007 and
                                        2006
   8.   
CAPITAL
                                          STOCK ,
                                          (b)   Issued,
                                          (ii)  -   continued.......
  The
                                          company paid a
                                          finders fee of $139,436 at the rate of
                                          10% of the proceeds from the private
                                          placement to Current Capital Corp.,
                                          a related shareholder
                                          corporation owned by one of the former
                                          directors of the Company.
  On
                                          April 24, 2006, the board of directors
                                          of the Company approved another private
                                          placement arrangement with a group of accredited
                                          investors. The private
                                          placement involved issuance of a Unit at
                                          a price of US$0.50. The Unit consisted
                                          of one common share of the Company and
                                          one half warrant expiring within two
                                          years of issuance of the Unit. One whole
                                          warrant is convertible into one common
                                          share of the Company at a conversion price
                                          of US$0.50.
  This
                                          private
                                          placement was closed on June 27, 2006.
                                          3,080,000 units were subscribed and paid
                                          for resulting in issuance of 3,000,000
                                          common shares and 1,500,000 whole
                                          warrants. Subscription funds received in
                                          respect of 80,000 units were returned
                                          subsequently as explained in Note 6(b).
  The
                                          shares issued
                                          under the above private placements are
                                          restricted in terms of their saleability
                                          in accordance with the regulations of the
                                          U.S. Securities and Exchange
                                          Commission.
  (c)
                                                Stock
                                                    Options:
  On
                                          February 9,
                                          2007, 1,000,000 options were granted to
                                          management by the board of
                                          directors.  The options granted were issued at a strike
                                          price of
                                          US$0.15 per share, expiring on February
                                          9, 2012 and were fully
                                          vested.  On the same date, the board of directors
                                          increased the number
                                          of options available to be granted under
                                          the plan to 3,000,000.  The
                                          board of directors of the Company has full
                                          discretion to decide the option price
                                          and vesting periods.  The options are convertible into an equal
                                          number
                                          of common shares of the Company.
  As
                                          a result of the
                                          granting of the options described above,
                                          the fair value of these options has
                                          been estimated, on February 9, 2007, the
                                          date of the grant, using a
                                          Black-Scholes option price model with the
                                          following assumptions:
 
 Risk
                                                      free
                                                      interest rate
                                                  4.5%Expected
                                                      dividend
                                                  nilExpected
                                                      volatility
                                                  146%Expected
                                                      life
                                                  1826
                                                      daysMarket
                                                      price
                                                  US$0.15
 The
                                          amount of
                                          $136,179 has been accounted for as a stock
                                          compensation expense in the year
                                          ended June 30, 2007.  None of the options were exercised or expired
                                          as
                                          at June 30, 2007.
   F-
                                            15
 
  LiveReel
                                            Media
                                            Corporation
 (Formerly
                                            Noble House Entertainment
                                            Inc.)
 Notes
                                            to Consolidated Financial
                                            Statements
 (Canadian
                                            Dollars)
 June
                                              30, 2007 and
                                              2006
   9. WARRANTS
  As
                                                          at June
                                                          30,
                                                      
                                                      
                                                      2007
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      2006#
                                                          of
                                                          warrants
                                                      
                                                      
                                                      Fair
                                                          value
                                                      
                                                      
                                                      #
                                                          of
                                                          warrants
                                                      
                                                      
                                                      Fair
                                                          valueIssued
                                                          and
                                                          outstanding at beginning
                                                          of year
                                                      
                                                      
                                                      
                                                      6,193,600
                                                      
                                                      
                                                      $
                                                      5,729,352
                                                      
                                                      
                                                      
                                                      3,500,000
                                                      
                                                      
                                                      
                                                      -Issued
                                                          previously being revalued
                                                      (a)
&
                                                          (d)
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      486,395
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,094,580Issued
                                                          with
                                                          private placement closed
                                                          on April 15,2006
                                                      (b)
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,193,600
                                                      
                                                      
                                                      
                                                      1,150,081Issued
                                                          with
                                                          private placement closed
                                                          on June 27, 2006
                                                      (c)
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,500,000
                                                      
                                                      
                                                      
                                                      2,484,691Issued
                                                          and
                                                          outstanding at end of year
                                                      (e)
                                                      
                                                      
                                                      6,193,600
                                                      
                                                      
                                                      $
                                                      6,215,747
                                                      
                                                      
                                                      
                                                      6,193,600
                                                      
                                                      
                                                      $
                                                      5,729,352
   a)
                                                    On
                                                        November
                                                        30, 2004, the Company issued
                                                        3.5 million warrants to a
                                                        production house,
                                                        in which a former director
                                                        and officer of the Company
                                                        holds a controlling
                                                        interest, in settlement of
                                                        the value of acquisition
                                                        of certain theatrical
                                                        film properties. These warrants
                                                        are convertible into an equal
                                                        number of
                                                        common shares of the Company.
                                                        The conversion price was
                                                        $1 per warrant and
                                                        conversion expiry date was
                                                        November 30,
                                                        2006.
 On
                                                January 18,
                                                2006, the conversion price of the
                                                above warrants was reduced to US$0.50
                                                per
                                                warrant and the expiry date was extended
                                                to November 30, 2008 by the board
                                                of
                                                directors of the Company.
  As
                                                a result of
                                                changes in terms of the warrants
                                                issued, the fair value of these warrants
                                                has
                                                been estimated, on January 18, 2006,
                                                the date of the changes, using a
                                                Black-Scholes option price model
                                                with the following assumptions:
 
 Risk
                                                            free
                                                            interest rate
                                                        5%Expected
                                                            dividend
                                                        nilExpected
                                                            volatility
                                                        128%Expected
                                                            life
                                                        1047
                                                            daysMarket
                                                            price
                                                        US$0.66
  The
                                                amount of
                                                $2,094,240 has been accounted for
                                                as a reduction of the value of the
                                                shares
                                                issued. None of the warrants were
                                                exercised or expired as at June 30,
                                                2007 (June
                                                30, 2006 – none).
 F-
                                                  16
 
  LiveReel
                                                  Media
                                                  Corporation
 (Formerly
                                                  Noble House Entertainment
                                                  Inc.)
 Notes
                                                  to Consolidated Financial
                                                  Statements
 (Canadian
                                                  Dollars)
 June
                                                    30, 2007 and
                                                    2006
  b)
                                                            The
                                                                company issued 1,193,600
                                                                warrants under a
                                                                2006 private placement
                                                                as
                                                                explained in Note
                                                                8(b) (ii). These
                                                                warrants are convertible
                                                                into an equal
                                                                number of common
                                                                shares at an exercise
                                                                price of US$0.50
                                                                per warrant and
                                                                expire within two
                                                                years of their issue.
                                                                None of the warrants
                                                                were
                                                                exercised or expired
                                                                as at June 30, 2007
                                                                (June 30, 2006 –
                                                                none).
  The
                                                      fair value of
                                                      these warrants on April 15,
                                                      2006, the closing date for
                                                      the private placement,
                                                      has been estimated using a
                                                      Black-Scholes option price
                                                      model with
                                                      the   following assumptions:
 
 Risk
                                                                free interest rate
                                                            5%Expected
                                                                dividend
                                                            nilExpected
                                                                volatility
                                                            330%Expected
                                                                life
                                                            731
                                                                daysMarket
                                                                price
                                                            US$0.85
  The
                                                      amount of
                                                      $1,150,081 has been accounted
                                                      for as a reduction of the value
                                                      of the shares
                                                      issued.
  c)
                                                              The
                                                                  company
                                                                  issued 1,500,000
                                                                  warrants under
                                                                  another 2006 private
                                                                  placement as
                                                                  explained in Note
                                                                  8(b) (ii). These
                                                                  warrants are convertible
                                                                  into equal
                                                                  number of common
                                                                  shares at an exercise
                                                                  price of US$0.50
                                                                  per warrant and
                                                                  expire within two
                                                                  years of their
                                                                  issue. None of
                                                                  the warrants were
                                                                  exercised or expired
                                                                  as at June 30,
                                                                  2007 (June 30,
                                                                  2006 –
                                                                  none).
 The
                                                      fair value of
                                                      these warrants, on June 27,
                                                      2006, the closing date for
                                                      this private placement
                                                      has been estimated using a
                                                      Black-Scholes option price
                                                      model with the following
                                                      assumptions:
 
 Risk
                                                                free
                                                                interest rate
                                                            5%Expected
                                                                dividend
                                                            nilExpected
                                                                volatility
                                                            203%Expected
                                                                life
                                                            731
                                                                daysMarket
                                                                price
                                                            US$1.60
  The
                                                      amount of
                                                      $2,484,691 has been accounted
                                                      for as a reduction of the value
                                                      of the shares
                                                      issued.
   F-
                                                        17
 
  LiveReel
                                                        Media
                                                        Corporation
 (Formerly
                                                        Noble House Entertainment
                                                        Inc.)
 Notes
                                                        to Consolidated Financial
                                                        Statements
 (Canadian
                                                        Dollars)
 June
                                                          30, 2007 and
                                                          2006
  d)
                                                                  On
                                                                      February
                                                                      27, 2007, the
                                                                      conversion
                                                                      price of all
                                                                      previously
                                                                      issued warrants
                                                                      was
                                                                      reduced to
                                                                      US$0.10 per
                                                                      warrant and
                                                                      the expiry
                                                                      date was extended
                                                                      to
                                                                      November 30,
                                                                      2009 by the
                                                                      board of directors
                                                                      of the Company.
                                                                      The fair value
                                                                      of these warrants
                                                                      on February
                                                                      27, 2007, the
                                                                      date of these
                                                                      changes, has
                                                                      been estimated
                                                                      using a Black-Scholes
                                                                      option price
                                                                      model with
                                                                      the following
                                                                      assumptions:
 
 Risk
                                                                      free
                                                                      interest rate
                                                                  4.5%Expected
                                                                      dividend
                                                                  nilExpected
                                                                      volatility
                                                                  145%Expected
                                                                      life
                                                                  1007
                                                                      daysMarket
                                                                      price
                                                                  US$0.10
  The
                                                            amount of
                                                            $486,395 has been accounted
                                                            for as a reduction of
                                                            the value of the shares
                                                            issued.
  e)
                                                                  The
                                                                      shares issuable
                                                                      upon exercise
                                                                      of the warrants
                                                                      issued are
                                                                      restricted
                                                                      in terms
                                                                      of        their saleability
                                                                      in
                                                                      accordance
                                                                      with the regulations
                                                                      of the U.S.
                                                                      Securities
                                                                      and Exchange
                                                                      Commission.
 
 Option
                                                            price models
                                                            used for calculating
                                                            fair value of warrants
                                                            require input of highly
                                                            subjective
                                                            assumptions including
                                                            the expected price volatility.
                                                            Changes in the subjective
                                                            input assumptions can
                                                            materially affect the
                                                            fair value estimate,
                                                            and therefore
                                                            the models do not necessarily
                                                            provide a reliable measure
                                                            of the fair value of
                                                            the Company’s warrants.
 
 
 10. 
LOSS
                                                            PER
                                                            SHARE
 
 Loss
                                                            per share is
                                                            calculated on the weighted
                                                            average number of commonshares
                                                            outstanding during the
                                                            year ended June 30, 2007,
                                                            which were 14,089,963
                                                            shares (2006: 9,494,677
                                                            and
                                                            2005: 6,629,968 (post-2005
                                                            reverse-split)).
 
 The
                                                            Company had 6.2
                                                            million share purchase
                                                            warrants and 1,000,000
                                                            stock options issued
                                                            and
                                                            outstanding as at June
                                                            30, 2007. Inclusion of
                                                            these warrants in the
                                                            computation
                                                            of diluted loss per share
                                                            would have an anti-dilutive
                                                            effect on loss per share
                                                            and is therefore excluded
                                                            from the computation.
                                                            Consequently, there is
                                                            no
                                                            difference between loss
                                                            per share and diluted
                                                            loss per share.
  F-
                                                              18
 
  LiveReel
                                                              Media
                                                              Corporation
 (Formerly
                                                              Noble House Entertainment
                                                              Inc.)
 Notes
                                                              to Consolidated Financial
                                                              Statements
 (Canadian
                                                              Dollars)
 June
                                                                30, 2007 and
                                                                2006
  11.  INCOME
                                                                  TAXES
 
 The
                                                                  effective tax
                                                                  rate of Nil (2006
– Nil; 2005 - Nil)
                                                                  for income taxes
                                                                  varies from the
                                                                  statutory
                                                                  income tax rate
                                                                  of approximately
                                                                  36% (2006 – 36%; 2005 - 36%)
                                                                  due to the fact
                                                                  that no tax recoveries
                                                                  have been recorded
                                                                  for losses incurred,
                                                                  as management has
                                                                  not determined
                                                                  that it is more
                                                                  likely than not
                                                                  that the losses
                                                                  will be utilized
                                                                  before they expire.
 
 The
                                                                  temporary
                                                                  differences that
                                                                  give rise to future
                                                                  income tax assets
                                                                  and future income
                                                                  tax
                                                                  liabilities are
                                                                  presented below:
 
 2007
                                                                        
                                                                        
                                                                        2006
                                                                        
                                                                        
                                                                        2005Amounts
                                                                            related
                                                                            to tax
                                                                            loss
                                                                            and credit
                                                                            carry
                                                                            forwards
                                                                        
                                                                        $
                                                                        628,000
                                                                        
                                                                        
                                                                        $
                                                                        467,000
                                                                        
                                                                        
                                                                        $
                                                                        273,000Net
                                                                            future
                                                                            tax assets
                                                                        
                                                                        $
                                                                        628,000
                                                                        
                                                                        
                                                                        $
                                                                        467,000
                                                                        
                                                                        
                                                                        $
                                                                        273,000Less:
                                                                            valuation
                                                                            allowance
                                                                        
                                                                        
                                                                        (628,000
                                                                        )
                                                                        
                                                                        
                                                                        (467,000
                                                                        )
                                                                        
                                                                        
                                                                        (273,000
                                                                        )$
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
 
 
 The
                                                                  Company has
                                                                  carry forward tax
                                                                  losses of approximately
                                                                  $1.7 million, which
                                                                  may be applied
                                                                  against future
                                                                  taxable income
                                                                  and expire as detailed
                                                                  below. The benefit
                                                                  arising
                                                                  from these losses
                                                                  has not been recorded
                                                                  in the financial
                                                                  statements.
 
 2008
                                                                        
                                                                        
                                                                        31,0002009
                                                                        
                                                                        
                                                                        19,0002010
                                                                        
                                                                        
                                                                        212,0002011
                                                                        
                                                                        
                                                                        214,0002015
                                                                        
                                                                        
                                                                        204,0002016
                                                                        
                                                                        
                                                                        505,0002027
                                                                        
                                                                        
                                                                        560,000$
                                                                        1,745,000
 
 
 12.  RELATED
                                                                  PARTY
                                                                  TRANSACTIONS
 
 Transactions
                                                                  with
                                                                  related parties
                                                                  are incurred in
                                                                  the normal course
                                                                  of business and
                                                                  are measured
                                                                  at the exchange
                                                                  amount. Related
                                                                  party transactions
                                                                  and balances not
                                                                  disclosed
                                                                  elsewhere in the
                                                                  financial statements
                                                                  are:
 
 i.
                                                                        Consulting
                                                                            fees
                                                                            include
                                                                            approximately
                                                                            $65,000
                                                                            paid
                                                                            to the
                                                                            Chief
                                                                            Financial
                                                                            Officer
                                                                            for
                                                                            services
                                                                            rendered
                                                                            during
                                                                            the period
                                                                            and $40,000
                                                                            of fees
                                                                            paid
                                                                            to a
                                                                            former
                                                                            director
                                                                            and officer
                                                                            for various
                                                                            services.  (2006:
                                                                            $75,000
                                                                            and
                                                                            2005
                                                                            - $30,000
–
fees
                                                                            to other
                                                                            officers).
 
 ii.
                                                                        Current
                                                                            Capital
                                                                            Corp.,
                                                                            a shareholder
                                                                            corporation
                                                                            owned
                                                                            by one
                                                                            of the
                                                                            former
                                                                            directors
                                                                            charged
                                                                            approximately
                                                                            $nil
                                                                            for the
                                                                            premises
                                                                            rent,
                                                                            telephone,
                                                                            consultants’
fees
                                                                            and other
                                                                            office
                                                                            expenses
                                                                            (2006
                                                                            - $4,200;
                                                                            2004
                                                                            -
                                                                            $5,400).
 
 iii.
                                                                        Rent
                                                                            of $nil
                                                                            (2006:
                                                                            $15,600
                                                                            and 2005
                                                                            - $6,500)
                                                                            is charged
                                                                            in respect
                                                                            of rent
                                                                            for
                                                                            premises
                                                                            owned
                                                                            by a
                                                                            former
                                                                            director
                                                                            of the
                                                                            Company.
   F-
                                                                    19
 
  LiveReel
                                                                    Media
                                                                    Corporation
 (Formerly
                                                                    Noble House Entertainment
                                                                    Inc.)
 Notes
                                                                    to Consolidated
                                                                    Financial
                                                                    Statements
 (Canadian
                                                                    Dollars)
 June
                                                                      30, 2007 and
                                                                      2006
   13. 
COMMITMENTS
                                                                        AND CONTINGENT
                                                                        LIABILITIES
 
 (i)
                                                                              The
                                                                                  Company's
                                                                                  wholly
                                                                                  owned
                                                                                  subsidiary,
                                                                                  LRPC
                                                                                  has
                                                                                  entered
                                                                                  into
                                                                                  various
                                                                                  film
                                                                                  distribution,
                                                                                  joint
                                                                                  venture
                                                                                  and
                                                                                  co-producing
                                                                                  arrangements
                                                                                  under
                                                                                  which
                                                                                  the
                                                                                  Company
                                                                                  will
                                                                                  co-produce
                                                                                  two
                                                                                  films,
                                                                                  in
                                                                                  addition
                                                                                  to
                                                                                  its
                                                                                  current
                                                                                  wholly-owned
                                                                                  slate
                                                                                  of
                                                                                  projects.
                                                                                  Under
                                                                                  these
                                                                                  arrangements,
                                                                                  co-producers,
                                                                                  who
                                                                                  will
                                                                                  own
                                                                                  50%
                                                                                  of
                                                                                  the
                                                                                  net
                                                                                  revenue
                                                                                  will
                                                                                  contribute
                                                                                  half
                                                                                  of
                                                                                  the
                                                                                  development
                                                                                  fees
                                                                                  to
                                                                                  LRPC
                                                                                  toward
                                                                                  the
                                                                                  development
                                                                                  of
                                                                                  the
                                                                                  projects. 
LRPC
                                                                                  will
                                                                                  utilize
                                                                                  these
                                                                                  fees,
                                                                                  in
                                                                                  conjunction
                                                                                  with
                                                                                  its
                                                                                  own,
                                                                                  in
                                                                                  order
                                                                                  to
                                                                                  develop
                                                                                  the
                                                                                  projects
                                                                                  and
                                                                                  bring
                                                                                  them
                                                                                  to
                                                                                  maturity. The
                                                                                  extent
                                                                                  of
                                                                                  financial
                                                                                  commitments
                                                                                  required
                                                                                  under
                                                                                  these
                                                                                  arrangements
                                                                                  cannot
                                                                                  be
                                                                                  reasonably
                                                                                  determined
                                                                                  at
                                                                                  this
                                                                                  time.
  (ii)
                                                                              On
                                                                                  March
                                                                                  6,
                                                                                  2006,
                                                                                  the
                                                                                  board
                                                                                  of
                                                                                  directors
                                                                                  of
                                                                                  the
                                                                                  Company
                                                                                  agreed
                                                                                  to
                                                                                  give
                                                                                  an
                                                                                  option
                                                                                  to
                                                                                  a
                                                                                  corporate
                                                                                  shareholder
                                                                                  to
                                                                                  subscribe,
                                                                                  at
                                                                                  its
                                                                                  sole
                                                                                  discretion,
                                                                                  up
                                                                                  to
                                                                                  US$1.25
                                                                                  million
                                                                                  in
                                                                                  a
                                                                                  private
                                                                                  placement
                                                                                  involving
                                                                                  issuance
                                                                                  of
                                                                                  Units
                                                                                  to
                                                                                  be
                                                                                  priced
                                                                                  at
                                                                                  US$0.50
                                                                                  per
                                                                                  Unit.
                                                                                  Each
                                                                                  such
                                                                                  Unit
                                                                                  will
                                                                                  comprise
                                                                                  one
                                                                                  common
                                                                                  share
                                                                                  of
                                                                                  the
                                                                                  company
                                                                                  and
                                                                                  one
                                                                                  half
                                                                                  warrant.
                                                                                  One
                                                                                  whole
                                                                                  warrant
                                                                                  is
                                                                                  convertible
                                                                                  into
                                                                                  one
                                                                                  common
                                                                                  share
                                                                                  at
                                                                                  a
                                                                                  conversion
                                                                                  price
                                                                                  of
                                                                                  US$0.65
                                                                                  per
                                                                                  warrant
                                                                                  within
                                                                                  two
                                                                                  years
                                                                                  of
                                                                                  its
                                                                                  issuance.
                                                                                  The
                                                                                  proceeds
                                                                                  of
                                                                                  this
                                                                                  private
                                                                                  placement
                                                                                  will
                                                                                  have
                                                                                  to
                                                                                  be
                                                                                  spent
                                                                                  on
                                                                                  film
                                                                                  projects
                                                                                  at
                                                                                  the
                                                                                  discretion
                                                                                  of
                                                                                  the
                                                                                  shareholder.
   F-
                                                                          20
 
  LiveReel
                                                                          Media
                                                                          Corporation
 (Formerly
                                                                          Noble House
                                                                          Entertainment
                                                                          Inc.)
 Notes
                                                                          to Consolidated
                                                                          Financial
                                                                          Statements
 (Canadian
                                                                          Dollars)
 June
                                                                            30, 2007
                                                                            and
                                                                            2006
   14.  SEGMENTED
                                                                              INFORMATION
 
 The
                                                                              Company
                                                                              has
                                                                              three
                                                                              identifiable
                                                                              segments,
                                                                              namely
                                                                              licensing,
                                                                              production
                                                                              and
                                                                              distribution.
 
 The
                                                                              accounting
                                                                              policies
                                                                              of
                                                                              the
                                                                              segments
                                                                              are
                                                                              same
                                                                              as
                                                                              those
                                                                              described
                                                                              in
                                                                              Note
                                                                              2.
                                                                              The
                                                                              Company
                                                                              evaluates
                                                                              each
                                                                              segment’s performance
                                                                              based
                                                                              on
                                                                              its
                                                                              contribution
                                                                              to
                                                                              consolidated
                                                                              net
                                                                              earnings.
                                                                              There
                                                                              are
                                                                              no
                                                                              inter-segment
                                                                              charges
                                                                              or
                                                                              transactions.
                                                                              The
                                                                              table
                                                                              below
                                                                              presents
                                                                              summarised
                                                                              financial
                                                                              information
                                                                              for
                                                                              the
                                                                              fiscal
                                                                              years
                                                                              ended
                                                                              June
                                                                              30,
                                                                              2007,
                                                                              2006
                                                                              and
                                                                              2005.
 
 Geographic
                                                                              Information
 
 The
                                                                              Company
                                                                              operates
                                                                              from
                                                                              one
                                                                              location
                                                                              in
                                                                              Canada.
                                                                              All
                                                                              its
                                                                              assets
                                                                              are
                                                                              located
                                                                              at
                                                                              this
                                                                              location.
 
 Business
                                                                              Segments
 2007
                                                                                    
                                                                                    
                                                                                    2006
                                                                                    
                                                                                    
                                                                                    2005Licen.
                                                                                    
                                                                                    
                                                                                    Prod.
                                                                                    
                                                                                    
                                                                                    Dist.
                                                                                    
                                                                                    
                                                                                    Total
                                                                                    
                                                                                    
                                                                                    Licensing
                                                                                    
                                                                                    
                                                                                    Prod.
                                                                                    
                                                                                    
                                                                                    Dist.
                                                                                    
                                                                                    
                                                                                    Total
                                                                                    
                                                                                    
                                                                                    Licensing
                                                                                    
                                                                                    
                                                                                    Prod.
                                                                                    
                                                                                    
                                                                                    Dist.
                                                                                    
                                                                                    
                                                                                    TotalTotal
                                                                                        revenue
                                                                                    
                                                                                    $
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    20,941
                                                                                    
                                                                                    
                                                                                    $
                                                                                    20,941
                                                                                    
                                                                                    
                                                                                    $
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    7,052
                                                                                    
                                                                                    
                                                                                    $
                                                                                    7,052
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    5,031
                                                                                    
                                                                                    
                                                                                    
                                                                                    5,031Earnings
                                                                                        (losses)
                                                                                        from
                                                                                        operations
                                                                                    
                                                                                    
                                                                                    (16,413
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (16,413
                                                                                    )
                                                                                    
                                                                                    
                                                                                    4,528
                                                                                    
                                                                                    
                                                                                    
                                                                                    (28,298
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (239,060
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (91,560
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (144,508
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (475,128
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (27,586
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (27,586
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (27,586
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (82,758
                                                                                    )Total
                                                                                        assets
                                                                                    
                                                                                    
                                                                                    25,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    419,850
                                                                                    
                                                                                    
                                                                                    
                                                                                    444,850
                                                                                    
                                                                                    
                                                                                    
                                                                                    25,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    341,213
                                                                                    
                                                                                    
                                                                                    
                                                                                    366,213
                                                                                    
                                                                                    
                                                                                    
                                                                                    172,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    3,752
                                                                                    
                                                                                    
                                                                                    
                                                                                    60,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    235,752Total
                                                                                        liabilities
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    32,540
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    32,540
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    32,540
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    32,540
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    11,900
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    11,900Reconciliation
                                                                                        to
                                                                                        Financial
                                                                                        StatementsRevenueTotal
                                                                                        revenue
                                                                                        from
                                                                                        reportable
                                                                                        segments
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    20,941
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    7,052
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    5,031Other
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    51,756
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    -$
                                                                                    72,697
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    7,052
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    5,031Net
                                                                                        LossTotal
                                                                                        losses
                                                                                        from
                                                                                        reportable
                                                                                        segments
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    (28,298
                                                                                    )
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    (475,128
                                                                                    )
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    (82,758
                                                                                    )Other
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    (596,397
                                                                                    )
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    (206,969
                                                                                    )
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    (176,775
                                                                                    )$
                                                                                    (624,695
                                                                                    )
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    (682,097
                                                                                    )
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    (259,533
                                                                                    )AssetsTotal
                                                                                        assets
                                                                                        used
                                                                                        for
                                                                                        reportable
                                                                                        segments
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    444,850
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    366,213
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    235,752Other
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,660,250
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    2,275,387
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    4,360$
                                                                                    2,105,100
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    2,641,600
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    240,112LiabilitiesTotal
                                                                                        liabilities
                                                                                        of
                                                                                        the
                                                                                        reportable
                                                                                        segments
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    32,540
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    32,540
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    11,900Other
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    81,895
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    84,279
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    190,408$
                                                                                    114,435
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    $
                                                                                    116,819
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    202,308
  F-
                                                                                21
 
  LiveReel
                                                                                Media
                                                                                Corporation
 (Formerly
                                                                                Noble
                                                                                House
                                                                                Entertainment
                                                                                Inc.)
 Notes
                                                                                to
                                                                                Consolidated
                                                                                Financial
                                                                                Statements
 (Canadian
                                                                                Dollars)
 June
                                                                                  30,
                                                                                  2007
                                                                                  and
                                                                                  2006
   15. 
FINANCIAL
                                                                                    INSTRUMENTS
 
 The
                                                                                    fair
                                                                                    value
                                                                                    for
                                                                                    all
                                                                                    financial
                                                                                    assets
                                                                                    and
                                                                                    liabilities
                                                                                    are
                                                                                    considered
                                                                                    to
                                                                                    approximate
                                                                                    their
                                                                                    carrying
                                                                                    values
                                                                                    due
                                                                                    to
                                                                                    their
                                                                                    short-term
                                                                                    nature.The
                                                                                    Company
                                                                                    has
                                                                                    foreign
                                                                                    exchange
                                                                                    risk
                                                                                    because
                                                                                    its
                                                                                    functional
                                                                                    currency
                                                                                    is
                                                                                    the
                                                                                    Canadian
                                                                                    dollar
                                                                                    and
                                                                                    a
                                                                                    significant
                                                                                    part
                                                                                    of
                                                                                    its
                                                                                    revenue
                                                                                    may
                                                                                    be
                                                                                    generated
                                                                                    from
                                                                                    overseas
                                                                                    countries.
                                                                                    An
                                                                                    adverse
                                                                                    move
                                                                                    in
                                                                                    foreign
                                                                                    exchange
                                                                                    rates
                                                                                    between
                                                                                    the
                                                                                    Canadian
                                                                                    dollar
                                                                                    and
                                                                                    the
                                                                                    currencies
                                                                                    of
                                                                                    these
                                                                                    countries
                                                                                    could
                                                                                    have
                                                                                    an
                                                                                    adverse
                                                                                    effect
                                                                                    on
                                                                                    its
                                                                                    operating
                                                                                    results.
                                                                                    The
                                                                                    Company
                                                                                    does
                                                                                    not
                                                                                    hedge
                                                                                    against
                                                                                    this
                                                                                    risk.
 
 16.DIFFERENCES
                                                                                    BETWEEN
                                                                                    CANADIAN
                                                                                    AND
                                                                                    UNITED
                                                                                    STATES
                                                                                    GENERALLY
                                                                                    ACCEPTED
                                                                                    ACCOUNTING
                                                                                    PRINCIPLES
 
 These
                                                                                    financial
                                                                                    statements
                                                                                    have
                                                                                    been
                                                                                    prepared
                                                                                    in
                                                                                    accordance
                                                                                    with
                                                                                    generally
                                                                                    accepted
                                                                                    accounting
                                                                                    principles
                                                                                    in
                                                                                    Canada
                                                                                    (“Canadian
                                                                                    GAAP”).
                                                                                    There
                                                                                    are
                                                                                    no
                                                                                    material
                                                                                    variations
                                                                                    in
                                                                                    the
                                                                                    accounting
                                                                                    principles,
                                                                                    practices
                                                                                    and
                                                                                    methods
                                                                                    used
                                                                                    in
                                                                                    preparing
                                                                                    these
                                                                                    consolidated
                                                                                    financial
                                                                                    statements
                                                                                    from
                                                                                    principles,
                                                                                    practices
                                                                                    and
                                                                                    methods
                                                                                    used
                                                                                    in
                                                                                    the
                                                                                    United
                                                                                    States
                                                                                    (“US
                                                                                    GAAP”)
                                                                                    and
                                                                                    in
                                                                                    SEC
                                                                                    Regulation
                                                                                    S-X.
 
 A
                                                                                    separate
                                                                                    statement
                                                                                    of
                                                                                    comprehensive
                                                                                    loss
                                                                                    has
                                                                                    not
                                                                                    been
                                                                                    presented
                                                                                    as
                                                                                    there
                                                                                    are
                                                                                    no
                                                                                    differences
                                                                                    between
                                                                                    net
                                                                                    loss
                                                                                    and
                                                                                    comprehensive
                                                                                    loss.
  Recently
                                                                                    issued
                                                                                    accounting
                                                                                    standards
  In
                                                                                    February 2007,
                                                                                    the
                                                                                    FASB
                                                                                    issued
                                                                                    SFAS
                                                                                    No. 159,
“The
                                                                                    Fair
                                                                                    Value
                                                                                    Option
                                                                                    for
                                                                                    Financial
                                                                                    Assets
                                                                                    and
                                                                                    Financial
                                                                                    Liabilities
—
including
                                                                                    an
                                                                                    amendment
                                                                                    of
                                                                                    FASB
                                                                                    Statement
                                                                                    No. 115”
(“SFAS
                                                                                    No. 159”).
                                                                                    SFAS
                                                                                    No. 159
                                                                                    permits
                                                                                    entities
                                                                                    to
                                                                                    elect
                                                                                    to
                                                                                    measure
                                                                                    many
                                                                                    financial
                                                                                    instruments
                                                                                    and
                                                                                    certain
                                                                                    other
                                                                                    items
                                                                                    at
                                                                                    fair
                                                                                    value.
                                                                                    Upon
                                                                                    adoption
                                                                                    of
                                                                                    SFAS
                                                                                    No. 159,
                                                                                    an
                                                                                    entity
                                                                                    may
                                                                                    elect
                                                                                    the
                                                                                    fair
                                                                                    value
                                                                                    option
                                                                                    for
                                                                                    eligible
                                                                                    items
                                                                                    that
                                                                                    exist
                                                                                    at
                                                                                    the
                                                                                    adoption
                                                                                    date.
                                                                                    Subsequent
                                                                                    to
                                                                                    the
                                                                                    initial
                                                                                    adoption,
                                                                                    the
                                                                                    election
                                                                                    of
                                                                                    the
                                                                                    fair
                                                                                    value
                                                                                    option
                                                                                    should
                                                                                    only
                                                                                    be
                                                                                    made
                                                                                    at
                                                                                    initial
                                                                                    recognition
                                                                                    of
                                                                                    the
                                                                                    asset
                                                                                    or
                                                                                    liability
                                                                                    or
                                                                                    upon
                                                                                    a
                                                                                    remeasurement
                                                                                    event
                                                                                    that
                                                                                    gives
                                                                                    rise
                                                                                    to
                                                                                    new-basis
                                                                                    accounting.
                                                                                    SFAS
                                                                                    No. 159
                                                                                    does
                                                                                    not
                                                                                    affect
                                                                                    any
                                                                                    existing
                                                                                    accounting
                                                                                    literature
                                                                                    that
                                                                                    requires
                                                                                    certain
                                                                                    assets
                                                                                    and
                                                                                    liabilities
                                                                                    to
                                                                                    be
                                                                                    carried
                                                                                    at
                                                                                    fair
                                                                                    value
                                                                                    nor
                                                                                    does
                                                                                    it
                                                                                    eliminate
                                                                                    disclosure
                                                                                    requirements
                                                                                    included
                                                                                    in
                                                                                    other
                                                                                    accounting
                                                                                    standards.
                                                                                    SFAS
                                                                                    No. 159
                                                                                    is
                                                                                    effective
                                                                                    for
                                                                                    fiscal
                                                                                    years
                                                                                    beginning
                                                                                    after
                                                                                    November 15,
                                                                                    2007
                                                                                    and
                                                                                    may
                                                                                    be
                                                                                    adopted
                                                                                    earlier
                                                                                    but
                                                                                    only
                                                                                    if
                                                                                    the
                                                                                    adoption
                                                                                    is
                                                                                    in
                                                                                    the
                                                                                    first
                                                                                    quarter
                                                                                    of
                                                                                    the
                                                                                    fiscal
                                                                                    year.
                                                                                    The
                                                                                    Company
                                                                                    is
                                                                                    currently
                                                                                    evaluating
                                                                                    the
                                                                                    impact
                                                                                    of
                                                                                    SFAS
                                                                                    No.
                                                                                    159
                                                                                    on
                                                                                    its
                                                                                    consolidated
                                                                                    financial
                                                                                    statements.
  In
                                                                                    September 2006,
                                                                                    the
                                                                                    SEC
                                                                                    issued
                                                                                    Staff
                                                                                    Accounting
                                                                                    Bulletin
                                                                                    No. 108
                                                                                    (“SAB
                                                                                    108”),
“Considering
                                                                                    the
                                                                                    Effects
                                                                                    of
                                                                                    Prior
                                                                                    Year
                                                                                    Misstatements
                                                                                    when
                                                                                    Quantifying
                                                                                    Misstatements
                                                                                    in
                                                                                    Current
                                                                                    Year
                                                                                    Financial
                                                                                    Statements.”
SAB
                                                                                    108
                                                                                    addresses
                                                                                    how
                                                                                    the
                                                                                    effects
                                                                                    of
                                                                                    prior
                                                                                    year
                                                                                    uncorrected
                                                                                    misstatements
                                                                                    should
                                                                                    be
                                                                                    considered
                                                                                    when
                                                                                    quantifying
                                                                                    misstatements
                                                                                    in
                                                                                    current
                                                                                    year
                                                                                    financial
                                                                                    statements.
                                                                                    SAB
                                                                                    108
                                                                                    requires
                                                                                    companies
                                                                                    to
                                                                                    quantify
                                                                                    misstatements
                                                                                    using
                                                                                    both
                                                                                    a
                                                                                    balance
                                                                                    sheet
                                                                                    and
                                                                                    an
                                                                                    income
                                                                                    statement
                                                                                    approach
                                                                                    and
                                                                                    to
                                                                                    evaluate
                                                                                    whether
                                                                                    either
                                                                                    approach
                                                                                    results
                                                                                    in
                                                                                    quantifying
                                                                                    an
                                                                                    error
                                                                                    that
                                                                                    is
                                                                                    material
                                                                                    in
                                                                                    light
                                                                                    of
                                                                                    relevant
                                                                                    quantitative
                                                                                    and
                                                                                    qualitative
                                                                                    factors.
                                                                                    When
                                                                                    the
                                                                                    effect
                                                                                    of
                                                                                    initial
                                                                                    adoption
                                                                                    is
                                                                                    material,
                                                                                    companies
                                                                                    will
                                                                                    record
                                                                                    the
                                                                                    effect
                                                                                    as
                                                                                    a
                                                                                    cumulative
                                                                                    effect
                                                                                    adjustment
                                                                                    to
                                                                                    beginning
                                                                                    of
                                                                                    year
                                                                                    retained
                                                                                    earnings.
                                                                                    The
                                                                                    provisions
                                                                                    of
                                                                                    SAB
                                                                                    108
                                                                                    are
                                                                                    effective
                                                                                    for
                                                                                    the
                                                                                    year
                                                                                    ending
                                                                                    December 31,
                                                                                    2006.
                                                                                    The
                                                                                    adoption
                                                                                    of
                                                                                    SAB
                                                                                    108
                                                                                    did
                                                                                    not
                                                                                    have
                                                                                    an
                                                                                    impact
                                                                                    on
                                                                                    our
                                                                                    consolidated
                                                                                    financial
                                                                                    statements.
  In
                                                                                    September
                                                                                    2006,  the
                                                                                    FASB
                                                                                    issued
                                                                                    SFAS
                                                                                    No.
                                                                                    158,
                                                                                    Employers’
Accounting
                                                                                    for
                                                                                    Defined
                                                                                    Benefit
                                                                                    Pension
                                                                                    and
                                                                                    Other
                                                                                    Postretirement
                                                                                    Plans-
                                                                                    an
                                                                                    amendment
                                                                                    of
                                                                                    FASB
                                                                                    Statements
                                                                                    No.
                                                                                    87,
                                                                                    88,
                                                                                    106,
                                                                                    and
                                                                                    123(R).
                                                                                    SFAS
                                                                                    No.
                                                                                    158
                                                                                    improves
                                                                                    financial
                                                                                    reporting
                                                                                    by
                                                                                    requiring
                                                                                    an
                                                                                    employer
                                                                                    to
                                                                                    recognize
                                                                                    the
                                                                                    overfunded
                                                                                    or
                                                                                    underfunded
                                                                                    status
                                                                                    of
                                                                                    a
                                                                                    defined
                                                                                    benefit
                                                                                    postretirement
                                                                                    plan(other
                                                                                    than
                                                                                    a
                                                                                    multiemployer
                                                                                    plan)
                                                                                    as
                                                                                    an
                                                                                    asset
                                                                                    or
                                                                                    liability
                                                                                    in
                                                                                    its
                                                                                    statements
                                                                                    of
                                                                                    financial
                                                                                    position
                                                                                    and
                                                                                    to
                                                                                    recognize
                                                                                    changes
                                                                                    in
                                                                                    that
                                                                                    funded
                                                                                    status
                                                                                    in
                                                                                    the
                                                                                    year
                                                                                    in
                                                                                    which
                                                                                    the
                                                                                    changes
                                                                                    occur
                                                                                    through
                                                                                    comprehensive
                                                                                    income.
                                                                                    The
                                                                                    requirement
                                                                                    to
                                                                                    recognize
                                                                                    the
                                                                                    funded
                                                                                    status
                                                                                    of
                                                                                    a
                                                                                    benefit
                                                                                    plan
                                                                                    (paragraph
                                                                                    4)
                                                                                    and
                                                                                    the
                                                                                    disclosure
                                                                                    requirement
                                                                                    (paragraph
                                                                                    7)
                                                                                    is
                                                                                    effective
                                                                                    for
                                                                                    an
                                                                                    employer
                                                                                    with
                                                                                    publicly
                                                                                    traded
                                                                                    equity
                                                                                    securities
                                                                                    as
                                                                                    of
                                                                                    the
 F-
                                                                                      22
 
  LiveReel
                                                                                      Media
                                                                                      Corporation
 (Formerly
                                                                                      Noble
                                                                                      House
                                                                                      Entertainment
                                                                                      Inc.)
 Notes
                                                                                      to
                                                                                      Consolidated
                                                                                      Financial
                                                                                      Statements
 (Canadian
                                                                                      Dollars)
 June
                                                                                        30,
                                                                                        2007
                                                                                        and
                                                                                        2006
   16. 
DIFFERENCES
                                                                                          BETWEEN
                                                                                          CANADIAN
                                                                                          AND
                                                                                          UNITED
                                                                                          STATES
                                                                                          GENERALLY
                                                                                          ACCEPTED
                                                                                          ACCOUNTING
                                                                                          PRINCIPLES
                                                                                          (continued)
 
 end
                                                                                          of
                                                                                          the
                                                                                          fiscal
                                                                                          year
                                                                                          ending
                                                                                          after
                                                                                          December
                                                                                          15,
                                                                                          2006,
                                                                                          the
                                                                                          requirement
                                                                                          to
                                                                                          measure
                                                                                          plan
                                                                                          assets
                                                                                          and
                                                                                          benefit
                                                                                          obligations
                                                                                          as
                                                                                          of
                                                                                          the
                                                                                          date
                                                                                          of
                                                                                          the
                                                                                          employer’s
                                                                                          fiscal
                                                                                          year-end
                                                                                          statement
                                                                                          of
                                                                                          financial
                                                                                          position  (paragraphs
                                                                                          5,
                                                                                          6,
                                                                                          and
                                                                                          9)
                                                                                          is
                                                                                          effective
                                                                                          for
                                                                                          fiscal
                                                                                          years
                                                                                          ending
                                                                                          after
                                                                                          December
                                                                                          15,
                                                                                          2008.
                                                                                          As
                                                                                          such
                                                                                          the
                                                                                          company
                                                                                          is
                                                                                          required
                                                                                          to
                                                                                          adopt
                                                                                          paragraphs
                                                                                          4
                                                                                          and
                                                                                          7
                                                                                          on
                                                                                          January
                                                                                          31,
                                                                                          2007
                                                                                          and
                                                                                          paragraphs
                                                                                          5,
                                                                                          6
                                                                                          and
                                                                                          9
                                                                                          at
                                                                                          the
                                                                                          beginning
                                                                                          of
                                                                                          the
                                                                                          fiscal
                                                                                          year
                                                                                          ending
                                                                                          January
                                                                                          31,
                                                                                          2009.
                                                                                          Management
                                                                                          does
                                                                                          not
                                                                                          expect
                                                                                          the
                                                                                          adoption
                                                                                          of
                                                                                          SFAS
                                                                                          No.158
                                                                                          to
                                                                                          have
                                                                                          a
                                                                                          significant
                                                                                          impact
                                                                                          on
                                                                                          the
                                                                                          financial
                                                                                          position
                                                                                          or
                                                                                          results
                                                                                          of
                                                                                          operations
                                                                                          of
                                                                                          the
                                                                                          Company.
  In
                                                                                          September 2006,
                                                                                          the
                                                                                          Financial
                                                                                          Accounting
                                                                                          Standards
                                                                                          Board
                                                                                          (“FASB”)
                                                                                          issued
                                                                                          SFAS
                                                                                          No. 157
“Fair
                                                                                          Value
                                                                                          Measurements.”
SFAS
                                                                                          No. 157
                                                                                          provides
                                                                                          guidance
                                                                                          for,
                                                                                          among
                                                                                          other
                                                                                          things,
                                                                                          the
                                                                                          definition
                                                                                          of
                                                                                          fair
                                                                                          value
                                                                                          and
                                                                                          the
                                                                                          methods
                                                                                          used
                                                                                          to
                                                                                          measure
                                                                                          fair
                                                                                          value.
                                                                                          The
                                                                                          provisions
                                                                                          of
                                                                                          SFAS
                                                                                          No. 157
                                                                                          are
                                                                                          effective
                                                                                          for
                                                                                          fiscal
                                                                                          years
                                                                                          beginning
                                                                                          after
                                                                                          November 15,
                                                                                          2007.
                                                                                          We
                                                                                          are
                                                                                          currently
                                                                                          evaluating
                                                                                          the
                                                                                          impact
                                                                                          of
                                                                                          SFAS
                                                                                          No. 157
                                                                                          on
                                                                                          our
                                                                                          consolidated
                                                                                          financial
                                                                                          statements
                                                                                          and
                                                                                          disclosures.
  In
                                                                                          September
                                                                                          2006,
                                                                                          the
                                                                                          SEC
                                                                                          issued
                                                                                          Staff
                                                                                          Accounting
                                                                                          Bulletin
                                                                                          (“SAB”
No
                                                                                          108,
                                                                                          “Considering
                                                                                          the
                                                                                          Effects
                                                                                          of
                                                                                          Prior
                                                                                          Year
                                                                                          Misstatements
                                                                                          in
                                                                                          Current
                                                                                          Year
                                                                                          Financial
                                                                                          Statements”.
                                                                                          SAB
                                                                                          No.
                                                                                          108
                                                                                          addresses
                                                                                          how
                                                                                          the
                                                                                          effects
                                                                                          of
                                                                                          prior
                                                                                          year
                                                                                          uncorrected
                                                                                          misstatements
                                                                                          should
                                                                                          be
                                                                                          considered
                                                                                          when
                                                                                          quantifying
                                                                                          misstatements
                                                                                          in
                                                                                          current
                                                                                          year
                                                                                          financial
                                                                                          statements.
                                                                                          SAB
                                                                                          108
                                                                                          requires
                                                                                          companies
                                                                                          to
                                                                                          quantify
                                                                                          misstatements
                                                                                          using
                                                                                          a
                                                                                          balance
                                                                                          sheet
                                                                                          and
                                                                                          income
                                                                                          statement
                                                                                          approach
                                                                                          and
                                                                                          to
                                                                                          evaluate
                                                                                          whether
                                                                                          either
                                                                                          approach
                                                                                          results
                                                                                          in
                                                                                          quantifying
                                                                                          an
                                                                                          error
                                                                                          that
                                                                                          is
                                                                                          material
                                                                                          in
                                                                                          light
                                                                                          of
                                                                                          relevant
                                                                                          quantitative
                                                                                          and
                                                                                          qualitative
                                                                                          factors.
                                                                                          SAB
                                                                                          No.
                                                                                          108
                                                                                          is
                                                                                          effective
                                                                                          for
                                                                                          periods
                                                                                          ending
                                                                                          after
                                                                                          November
                                                                                          15,
                                                                                          2006.
                                                                                          The
                                                                                          adoption
                                                                                          of
                                                                                          SAN
                                                                                          No.
                                                                                          108
                                                                                          had
                                                                                          no
                                                                                          impact
                                                                                          on
                                                                                          the
                                                                                          financial
                                                                                          position
                                                                                          or
                                                                                          operations
                                                                                          of
                                                                                          the
                                                                                          Company.
  
 17. 
                                                                                          PRESENTATION
 
 Certain
                                                                                          prior
                                                                                          year’s
                                                                                          amounts
                                                                                          have
                                                                                          been
                                                                                          reclassified
                                                                                          to
                                                                                          conform
                                                                                          to
                                                                                          current
                                                                                          presentation.
  F-
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