**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
  **FORM
        20-F**
  
 
 TM
 [
            ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
            EXCHANGE ACT OF 1934
 
 OR
 
 TM
 [X]
            ANNUAL REPORT
            PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 **For
        the
        fiscal year ended June 30, 2006**
  OR
 
 [
        ] TM  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**
 **(** **Formerly
        Noble House Entertainment Inc.)**
 (Exact
        name of
        Registrant as specified in its charter)
 
 
 **Canada**
 (Jurisdiction
        of
        incorporation or organization)
 
 **429
        Spadina Road, Toronto, Ontario M5P 2W3, Canada**
 (Address
        of
        principal executive offices)
 
 Securities
        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 - 14,521,744 as at June 30, 2006**
 
 Indicate
        by check
        mark if the registrant is a well-known seasoned issuer, as defined in Rule
        405
        of the Securities Act.
  ̈ Yes þ 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.
 þ 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.
 þ 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 þ
 
 Indicate
        by check
        mark which financial statement item the registrant has elected to
        follow
 
 Item
        17 **:
        X** Item
        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 þ No
 
  
   **TABLE
        OF
        CONTENTS**
 
 
 ********
              **Page
                  No.**Forward-looking
                  Statements
              1Foreign
                  Private Issuer Status and Currencies and Exchange Rates
              2**Part
                  I**Item
                  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
              51**Part
                  II**Item
                  13.
                  Defaults, Dividend Arrearages and Delinquencies
              51Item
                  14.
                  Material Modifications to the Rights of Security Holders
              51and Use of ProceedsItem
                  15.
                  Controls and procedures
              51Item
                  16.
                  Audit Committee, Code of Ethics, and Principal Accountant's Fees,
                  and
                  Services
              52**Part
                  III**Item
                  17.
                  Financial Statements
              53Item
                  18.
                  Financial Statements
              53Item
                  19.
                  Exhibits
              53Signature
              57
 
  
   **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, - future plans and capital expenditures, - expansion and
          other
          development trends of the resource sector.
 
 -
          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 17 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, 2006, 2005 and 2004.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
          2002 through 2006 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***
 
 **2006**
                
                **2005**
                
                **2004**
                
                **2003**
                
                **2002**Revenue
                
                $
                7,052
                
                $
                5,031
                
                $
                -
                
                $
                -
                
                $
                3,420Net
                    Loss
                
                
                ($682,097
                )
                
                ($259,333
                )
                
                ($214,601
                )
                
                ($108,514
                )
                
                ($272,851
                )Net
                    loss per
                    share (1)
                
                
                ($0.07
                )
                
                ($0.04
                )
                
                ($0.06
                )
                
                ($0.06
                )
                
                ($0.18
                )Working
                    capital (Deficit)
                
                $
                2,499,781
                
                
                ($194,696
                )
                
                ($57,478
                )
                
                ($106,350
                )
                
                ($49,271
                )Total
                    assets
                
                $
                2,641,600
                
                $
                240,112
                
                $
                2,867
                
                $
                111,612
                
                $
                76,385Capital
                    stock
                
                $
                2,255,394
                
                $
                4,815,672
                
                $
                4,460,857
                
                $
                4,307,384
                
                $
                4,145,949Warrants
                
                $
                5,729,352
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Shareholders'
                    equity(Deficit)
                
                $
                2,524,781
                
                $
                37,804
                
                
                ($57,478
                )
                $
                3,650
                
                
                ($49,271
                )Weighted
                    average number of shares outstanding ( 2 )
                
                
                9,494,677
                
                
                6,629,968
                
                
                3,680,536
                
                
                1,906,654
                
                
                1,543,456(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,and
                    2002 were
                    adjusted to reflect stock consolidations in fiscal 2004 and
                    2005
 
 
 ***Financial
          data in accordance with U.S. GAAP (CDN $) - Fiscal year ended June
          30***
 
 **2006**
                
                **2005**
                
                **2004**
                
                **2003**
                
                **2002**Revenue
                
                $
                7,052
                
                $
                5,031
                
                $
                -
                
                $
                -
                
                $
                3,420net
                    loss
                
                $
                (648,139
                )
                $
                (259,736
                )
                $
                (104,601
                )
                $
                (143,514
                )
                $
                (347,851
                )Comprehensive
                    Loss
                
                
                ($682,097
                )
                
                ($259,533
                )
                
                ($104,601
                )
                
                ($143,514
                )
                
                ($347,851
                )Loss
                    per
                    share
                
                
                ($0.07
                )
                
                ($0.04
                )
                
                ($0.03
                )
                
                ($0.08
                )
                
                ($0.23
                )Total
                    assets
                
                $
                2,641,600
                
                $
                240,112
                
                $
                2,876
                
                $
                1,612
                
                $
                1,385Shareholders'
                    equity(Deficit)
                
                $
                2,524,781
                
                $
                37,804
                
                
                ($57,478
                )
                
                ($106,350
                )
                
                ($124,271
                )
 
 
 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, 2006, 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 $1.14.
 
 The
          following table
          sets out the high and low exchange rates for each of the last six
          months.
 
 
 **2006**
                
                **November**
                
                **October**
                
                **September**
                
                **August**
                
                **July**
                
                **June**High
                    for
                    period
                
                $
                1.15
                
                $
                1.14
                
                $
                1.13
                
                $
                1.14
                
                $
                1.15
                
                $
                1.13Low
                    for
                    period
                
                $
                1.13
                
                $
                1.11
                
                $
                1.10
                
                $
                1.10
                
                $
                1.11
                
                $
                1.10
 
 
 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,****2006**
                **2005**
                **2004**
                **2003**
                **2002**Average
                    for
                    the year
                1.16
                1.25
                1.34
                1.51
                1.57
 
 
 **(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 no significant revenues since its incorporation in March
          1997. While one of the film properties acquired by the Company in fiscal
          2005
          has now been developed into a feature film 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, 2006, the Company had incurred cumulative losses of approximately
          $5.5
          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.
 
 **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. The Company
          cannot ensure that future operating cash flows will be sufficient to fund
          its
          needs. If the Company requires additional financing, the Company cannot
          ensure
          that it will be able to obtain additional financing on acceptable terms,
          or at
          all. Any debt financing could impose significant financial and operational
          restrictions on the Company. Any additional equity financing could substantially
          dilute the equity interests of shareholders.
   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 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, 2006,
          we had approximately 14.5 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.
 
  9
  **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, 2007, 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 a statement that our independent auditors have issued
          an
          attestation report 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.
 
 **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 NASDAQ
          (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.
 
 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. Details of these changes were provided in the Registration
          Statement
          F-20 dated June 12, 2000 and the annual report F-20 dated November 16,
          2005.
 
  10
  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
          now ready for commercial exploitation. The Company has distribution rights
          to
          this film.
 
 The
          Company
          successfully completed two private placements with independent accredited
          investors and raised approximately $3 million.
 
 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 subsequent period, 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.
  11
  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
          principal business office is located at 429 Spadina Road, Toronto, Ontario
          M5P
          2W3 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,
          2006, the Company had only one wholly-owned subsidiary, LiveReel Productions
          Corporation, as explained above in (A).
 
 **(D)
          PROPERTY PLANTS AND EQUIPMENT**
 
 During
          fiscal 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,
          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 another location
          at 429
          Spadina Road, Toronto, Ontario M5P 2W3, Canada. The Company subleases the
          space
          on a month to month basis at a cost of approximately $4,700 per month.
 
 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
                
                2006
                
                2005
                
                2004in
                    000' CDN $
                
                in
                    000' CDN $
                
                in
                    000' CDN $Income
                
                
                7
                
                
                5
                
                
                -Expenses
                
                
                (689
                )
                
                (265
                )
                
                (215
                )Net
                    loss for
                    year
                
                
                (682
                )
                
                (260
                )
                
                (215
                )Deficit
                    at
                    end of year
                
                
                (5,480
                )
                
                (4,798
                )
                
                (4,539
                )
 
 **Overview**
 
 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
          now ready for commercial exploitation. The company has distribution rights
          to
          this film.
  13
  
 
 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 are expected
                    to be
                    returned to the Company for cancellation for a total cash consideration
                    of
                    $185 under the buy-back plan. 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.
  
  14
   
  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.
 
 During
          the fiscal
          year 2004, the Company abandoned its “Jenn Project” and wrote off all the
          investment in that project. The Jenn Project involved the Company acquiring
          a
          right to represent a singer and securing a recording contract, which did
          not
          materialize. In that fiscal year, the Company carried out a 2:1 reverse
          stock
          split of its Common shares together with a buy back plan to acquire fractional
          and small holdings. The Company also filed a registration statement (in
          Form
          20-F) with the US Securities and Exchange Commission.
 
 **Income**
 
 Revenues
          were
          $7,052 in fiscal 2006 and $5,031 in fiscal 2005. Revenues consisted of
          the net
          distribution commission received in the second quarter of fiscal 2006 from
          one
          of the distribution rights owned by the Company.
 
 The
          Company’s
          activities failed to generate any revenues during the fiscal year
          2004.
 
 **Expenses**
 
 The
          overall
          analysis of the expenses is as follows:
 
 Year
                    ended
                    June 30
                
                **2006**
                
                **2005**
                
                **2004**Operating
                    expenses
                
                **$**
                **367,648**
                
                **$**
                **142,064**
                
                $
                99,451Amortisation
                    of investments in film and television programs
                
                
                **207,500**
                
                
                **117,500**
                
                
                -Stock
                    based
                    compensation
                
                
                **114,001**
                
                
                **5,000**
                
                
                5,000Deferred
                    development costs written off
                
                
                **-**
                
                
                **-**
                
                
                110,150**$**
                **689,149**
                
                **$**
                **264,564**
                
                $
                214,601
 
  15
  ***Operating
          Expenses***
 
 The
          overall
          analysis of operating expenses is as follows:
 
 Year
                    ended
                    June 30
                
                **2006**
                
                **2005**
                
                **2004**Consulting
                
                **$**
                **199,488**
                
                **$**
                **71,095**
                
                $
                64,840Professional
                    fees
                
                
                **37,849**
                
                
                **9,680**
                
                
                21,309Shareholders
                    information
                
                
                **8,935**
                
                
                **20,122**
                
                
                3,142Promotion
                
                
                **7,999**
                
                
                **13,543**
                
                
                -Bank
                    charges
                
                
                **1,009**
                
                
                **563**
                
                
                207Office
                    and
                    general
                
                
                **112,368**
                
                
                **27,061**
                
                
                9,953**$**
                **367,648**
                
                **$**
                **142,064**
                
                $
                99,451
 
 Overall
          increase in
          operational costs during fiscal 2006 compared to the previous two fiscal
          years
          was mainly due to the full year operations of the subsidiary, LRPC, which
          accounted for approximately $275,000 or 75% of the total costs.
 
 LRPC
          became fully
          operational in February 2005 and thus had only five months operational
          costs in
          fiscal 2005.
 
 ***Consulting***
 
 Consulting
          fees for
          fiscal 2006 mainly included fees paid to 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. All long term consulting contracts with the Company’s senior
          management were cancelled without any penalty or further obligation.
 
 Consulting
          fees in
          fiscal 2005 mainly consists of monthly fees paid to eight consultants working
          for LRPC which became fully operational in February 2005.
 
 The
          majority of the
          consulting fee - $60,374 - in fiscal 2004 was charged by a shareholder
          corporation, Snapper Inc., under a consulting contract providing for a
          monthly
          fee of US$5,000 for arranging interest-free working capital, introduction
          to
          business opportunities and public relations. The contract with Snapper
          Inc. was
          terminated on June 30, 2004.
 
 ***Professional
          fees***
 
 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 legal proceedings section 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.
  16
  The
          major items in
          fiscal 2004 were audit fees of $16,365 to cover the 2004 audit and also
          to cover
          US reporting on fiscal 2003 for the purpose of filings with US Securities
          and
          Exchange Commission.
 
 ***Shareholder
          Information***
 
 Shareholder
          information costs consist of the cost of holding shareholders’ meetings and
          regulatory and related filing fees and transfer agent fees.
 
 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.
 
 Fiscal
          2004 costs
          comprised filing fees of $1,875 and a shareholders’ meeting fee of
          $1,267.
 
 ***Promotion
          costs***
 
 Promotion
          costs for
          fiscal 2006 were incurred by the executives at LRPC in visiting Europe
          and US
          for exploration of new production opportunities.
 
 Promotional
          costs
          for fiscal 2005 included costs of hosting a major event in September 2004
          for a
          group of prospective investors and people in the entertainment industry.
          The
          primary purpose was to introduce Noble House and Mr. Damian Lee and his
          team and
          also to identify new business opportunities.
  There
          was no
          promotional activity during the fiscal year 2004.
 
 
 ***Office
          and general***
  These
          costs include
          rent, telephone, Internet, and other general and administration costs.
          The key
          components of these costs are as follows:
  17
   
 Year
                    ended
                    June 30
                
                **2006**
                
                **2005**
                
                **2004**Exchange
                    loss
                
                **$**
                **33,958**
                
                **$**
                **(203**
                **)**
                $
                -Rent
                
                
                **18,505**
                
                
                **8,728**
                
                
                2,248Telephone
                
                
                **9,279**
                
                
                **3,666**
                
                
                947Website
                    development
                
                
                **4,910**
                
                
                **-**
                
                
                -Travel
                    and
                    entertainment
                
                
                **19,213**
                
                
                **-**
                
                
                -Miscelleneous
                
                
                **26,503**
                
                
                **14,870**
                
                
                6,758**$**
                **112,368**
                
                **$**
                **27,061**
                
                $
                9,953
   Exchange
          loss for
          fiscal 2006 related entirely to the year end translation of US dollar balances
          and transactions into Canadian dollars at the year end and yearly average
          exchange rates as per the Company’s accounting policy. During the year, the
          Company had a large number of transactions in US dollars arising from two
          private placements in which the Company received approximately $2.7 million
          in
          US funds. At the year end, approximately $1.8 million was held in US
          funds.
  The
          above
          transactions took place during the last quarter of the fiscal year 2006
          when the
          exchange rate for the US dollar declined from CDN$1.16 at the end of March
          2006
          to CDN$1.12 at the end of June 2006. The average for the year declined
          from
          CDN$1.25 for fiscal 2005 to CDN$1.16 for fiscal 2006. The strengthening
          of
          Canadian dollar resulted in lesser value being assigned to the US dollar
          balances and transactions giving rise to a significant exchange loss on
          translation.
  For
          fiscal years
          2005 and 2004, there were minimal US dollar or other foreign currency
          transactions or balances and hence no significant exchange gain or loss
          resulted
          at the year end.
  Rent
          for the fiscal
          year 2006 included rent of $16,153 relating to the office space for the
          subsidiary, LRPC, which was rented at $1,300 per month under a month-to
          month
          lease.
  For
          the fiscal year
          2005, LRPC rent was only for five months.
  For
          the fiscal year
          2004, there was no rent for the subsidiary. The only rent consisted of
          the rent
          for the corporate office.
  During
          fiscal 2006,
          LRPC developed a web site to promote its film properties and incurred $4,900
          towards the development costs. No such costs were incurred in fiscal 2005
          and
          2004.
  Significant
          increase in other operating costs for fiscal 2006 compared to the previous
          years
          was mainly attributable to the full year’s operational costs of
          LRPC.
  18
   ***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,
          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, as explained earlier, has
          been
          developed into a feature film for which the Company held certain world
          wide
          distribution rights. Management concluded that based on the estimates of
          potential revenue that would be realized by the film, the carrying value
          of the
          script was fully recoverable.
 
 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.
 
 In
          fiscal 2004, the Company had no film properties and hence there was no
          amortization.
 
 ***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 Plans,
          which
          were all registered with Securities and Exchange Commission of the United
          States
          of America as required under the Securities Act of 1933:
 
 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.
  19
  
 
 2.
                2006
                    Stock
                    Option Plan covering one million options. None of the options
                    were granted
                    as at June 30, 2006.
 
 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.
 
 During
          fiscal 2004,
          a fee of $5,000 was paid to Mr. Kam Shah, the Chief Financial Officer at
          the
          time in the form of 50,000 post reverse-split common shares for accounting
          services.
 
 ***Deferred
          Development Costs Written Off***
 
 During
          fiscal 2004,
          the Company wrote off contract rights and production costs of $110,000
          incurred
          in the previous year and deferred in respect of Jenn Project.
 
 **(B)
          LIQUIDITY AND CAPITAL RESOURCES**
 
 Working
          Capital
 
 As
          at June 30, 2006, the Company had a net working capital surplus of approximately
          $2.5 million compared to a working capital deficit of $194,696 as at June
          30,
          2005.
 
 Approximately
          84%
          of the working capital - approximately $2.1 million - at June 30, 2006
          was in
          the form of cash and treasury bills compared to only 1% at June 30,
          2005.
 
 Significant
          improvement in the liquid working capital was due to raising of equity
          through
          two private placements as explained earlier in this report.
 
 Cash
          on hand as at
          June 30, 2006 was $1.9 million compared to $1,629 as at June 30,
          2005.
 
 Operating
          cash
          flow
 
 During
          fiscal 2006,
          operating activities required a net cash flow of $650,000. Approximately
          $300,000 was spent on LRPC and corporate operations and $350,000 was advanced
          to
          King of Sorrow Production Company.
 
 The
          operating cash
          requirement was met primarily through the cash raised from the private
          placements.
 
 Investment
          cash
          flows
 
 The
          company
          invested approximately $279,000 of the funds raised through a private placement
          in US treasury bills held with a brokerage firm.
  20
  
 Financing
          cash
          flows
 
 The
          following
          outlines the Company’s key financing activities during the fiscal year
          2006:
 
 1.  On
          April 15, 2006,
          the Company completed its first private placement in which it issued 2,387,200
          Units (at US$0.50 each) comprising 2,387,200 common shares and 1,193,600
          warrants exercisable at US$0.50 per warrant to convert into an equal number
          of
          common shares for total proceeds of $1,394,360 (US$1,193,600). The Company
          paid
          a finder’s fee of $139,436 to Current Capital Corp., a corporation owned by John
          Robinson, a former director of the Company. Four accredited investors
          participated in this private placement including Current Capital Corp.,
          which
          acquired 100,000 Units.
 
 2.  On
          June 27, 2006,
          the Company completed its second private placement in which it issued 3
          million
          Units (at US$0.50 each) comprising 3 million common shares and 1.5 million
          warrants exercisable at US$0.50 per warrant to convert into an equal number
          of
          common shares for total proceeds of $1,686,150 (US$1.5 million). The Company
          did
          not pay any finders fee on this second round of the financing. Two independent
          accredited investors participated in this private placement. One other
          private
          placee subscribed to 80,000 Units and paid $44,112 (US$40,000). However,
          subsequently, it was found that the private placee was not an accredited
          investor and was therefore not eligible to participate in the private placement.
          US$40,000 was therefore refunded to him subsequent to June 30, 2006. The
          amount
          received by the company was included in payables at June 30, 2006.
 
 3.  Warrants
          issued in
          connection with the above private placements were valued at $5.7 million
          based
          on Black-Scholes option price model. None of the warrants were exercised
          at June
          30, 2006.
  **(C)**  **RESEARCH
          AND DEVELOPMENT, PATENTS AND LICENSES**
  The
          Company has not
          spent any funds on research and development during the fiscal years 2006,
          2005
          and 2004.
  **(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, 2006, 2005 and 2004, the Company did not have any off balance
          sheet
          arrangements, including any relationships with unconsolidated entities
          or
          financial partnerships to enhance perceived liquidity.
 
 LRPC
          has made
          arrangement 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**
  Other
          than the
          lease obligations relating to the lease of office space (See Item 4(D)),
          the
          Company has no known contractual obligations as of June 30,2006. Subsequent
          to
          year end, the Company entered into a consulting contract with a former
          officer
          and director to provide accounting services until December 31, 2006 for
          a fee of
          $40,000.
  **(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 his **** teams
          advised and
          traded with Hedge Funds, Mutual Funds, Pension Funds, and Governments around
          the
          world.
 
  22
  **Mr.
          Stephen
          Wilson** became
          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 Douglas** joined
          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 remuneration nor has he signed any consulting contract with
          the
          Company. Mr. J. 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.
 
 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
                    COMPENSATION****Awards**
                **Payouts****Name
                    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****($)**
                **($)**
                **($)**
                **(#)**
                **($)**
                **($)**Damian
                    Lee -
                    CEO & President of LRPC
                2006
                75,145
                -
                -
                -
                -
                -
                -2005
                30,000
                -
                -
                -
                -
                -
                -2004
                Not
                    applicableKam
                    Shah -
                    CFO (3)
                2006
                22,800
                -
                -
                Nil/Nil
                -
                -
                -CFO
                2005
                -
                -
                -
                Nil/Nil
                -
                -
                -CFO
                2004
                5,000
                -
                -
                Nil/Nil
                -
                -
                -Lowell
                    Conn-
                    Executive Vice-President, LRPC
                2006
                55,480
                -
                -
                Nil/Nil
                -
                -
                -2005
                21,750
                -
                -
                Nil/Nil
                -
                -
                -2004
                Not
                    applicableTerence
                    Robinson - Consultant (4)
                2006
                182,400
                
                
                Nil/Nil2005
                -
                -
                -
                Nil/Nil
                -
                -
                -2004
                -
                -
                -
                Nil/Nil
                -
                -
                -
 
 *Notes:*
 
 *1.*
                *“SAR”
                    means stock appreciation
                    rights*
 *2.*
                *“LTIP”
                    means long term incentive plan*
 *3.*
                *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.*
 *4.*
                *During
                    the fiscal year 2006, Mr. Robinson received consulting fee of
                    $182,400,
                    which was settled by issuance of 800,000 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. 
                    Subsequent to year end, these shares were cancelled as the Company
                    did not
                    feel the services provided justified the shares being
                    issued.*
  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 8 meetings during our financial year ended June
          30,
          2006.  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, a copy of which is included under Exhibits. 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. An updated Charter is included under
          Exhibits.
  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, 2006:
 
 1.
                2006
                    Stock
                    Option Plan covering one million options registered under the
                    Securities
                    Act of 1933 , United States of America ( the Act) on February
                    20,
                    2006
 
 2.
                2006
                    Consultant Stock Compensation Plan covering one million shares
                    registered
                    under the Act on February 20, 2006.
 
 All
          shares reserved
          under compensation plan were issued before June 30, 2006. No options have
          yet
          been allotted.
  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 21,
          2006:
   27
   
  Name
                #
                    of Common
                    shares held
                  at
                    December
                    21, 2006
                #
                    of
                    Warrants
                Exercise
                    price - in US$
                Expiry
                    date(s)Gregg
                    Goldstein
                2,800,000
                1,400,000
                $.050
                26-Jun-06
 
 
 
 **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 21,
          2006, 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 21, 2006.
 
 
 **Name
                    of shareholder**
                **No.
                    of shares held**
                **%
                    of
                    issued shares**Sui
&
                    Company in trust [1]
                4,563,250
                33%Gregg
                    Goldstein
                2,800,000
                20%Crystal
                    Star
                    Productions Limited
                2,000,000
                15%Snapper
                    Inc.
                795,000
                6%
 
 ________
 
 [1]
          Shares held in
          trust for certain arms length shareholders, none of whom is a beneficial
          owner
          of more than 5% of the common shares.
 
 All
          of the
          Company’s shareholders have the same voting rights.
 
 At
          December 21,
          2006, the Company had 13,721,744 shares of common stock outstanding, which,
          as
          per the details provided by the Transfer Agents, were held by 353 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 and balances as at June
          30,
          2006 have been listed below:
  ·
                Current
                    Capital Corp., a corporation owned by John Robinson, a former
                    director,
                    charged approximately $4,200 for the premises rent, telephone,
                    consultants’ fees and other office expenses in fiscal 2006. It also
                    charged $139,436 as a finder’s fee in connection with the private
                    placement in April 2006.
 
 ·
                Consulting
                    fees include approximately $75,000 of fees paid to a former officer
                    and
                    director in fiscal 2006.
 
 ·
                Rent
                    of
                    $15,600 is charged in respect of rent for premises owned by a
                    former
                    director of the Company.
 
 ·
                Expenses
                    reimbursed to Damian Lee, the former Chief Executive Officer
                    and Chairman,
                    $9,600
 
 ·
                Included
                    in
                    accounts payable are balances due to Current Capital Corp. of
                    $1,562 and
                    $3,610 due to the Chief Executive Officer for travel
                    reimbursements.
  ·
                Receivable
                    includes $341,213 advanced to a production company owned by Mr.
                    Damian Lee
                    and Mr. Lowell Conn, the former directors and executives of the
                    Company
                    and its subsidiary and which had licensed the scripts from the
                    Company and
                    has given the company distribution rights to the film produced
                    from the
                    licensed script, “King of Sorrow”. Subsequent to year end, approximately
                    $148,000 was repaid to the Company.
  ·
                Payable
                    includes $32,540 received from two production companies. The
                    Company is a
                    co-producer in one of these production companies and former directors
                    of
                    the subsidiary are the owners of the other production
                    company.
  ·
                Advances
                    from
                    shareholders as at June 30, 2006 were
                    $4,346.
  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.
 
 Notwithstanding
          the
          above, the Company does not believe that the case is valid and has therefore
          made no provision in the financial statements against the claim.
 
 **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
          were a number
          of corporate changes subsequent to June 30, 2006, which will have significant
          effect on the future operations of the Company and its subsidiary. The
          key
          events are described below:
 
 1.
                A
                    name change
                    for the Company and its subsidiary as explained earlier in the
                    report. The
                    previous name Noble House was used by several other corporations
                    globally
                    and was too common to enable us to promote our company
                    effectively.
 
 2.
                The
                    Company
                    held a special shareholders meeting on October 4, 2006 to obtain
                    shareholders approval to move jurisdiction from Ontario to Federal.
                    The
                    approval was given by unanimous vote. On October 26, 2006, The
                    Company
                    completed its continuance under the jurisdiction of the Canada
                    Business
                    Corporations Act. (CBCA) The Company will continue to be a reporting
                    issuer to Ontario Securities
                    Commission.
 
 3.
                In
                    the same
                    special meeting as above, the shareholders also approved adoption
                    of new
                    by-laws in compliance with CBCA. The adopted by-laws are included
                    under
                    Exhibits.
   **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$2006
                
                
                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,
                    2006
                
                
                1.70
                
                
                .30June
                    30,
                    2006
                
                
                0.85
                
                
                2.15March
                    31,
                    2006
                
                
                1.20
                
                
                .20December
                    31,
                    2005
                
                
                .65
                
                
                .35September
                    30,
                    2005
                
                
                .61
                
                
                .56June
                    30,
                    2005
                
                
                .62
                
                
                ..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$October,
                    2006
                
                
                .50
                
                
                .25September,
                    2006
                
                
                .90
                
                
                .30August
                    ,
                    2006
                
                
                1.02
                
                
                .90July,
                    2006
                
                
                1.70
                
                
                1.05June,
                    2006
                
                
                1.85
                
                
                1.40May,
                    2006
                
                
                2.15
                
                
                1.72
 
  **(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 NASDAQ 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 in another
          jurisdiction 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 in another jurisdiction is included under the
          Exhibits.
  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
          are included in the Exhibits.
   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.
  **(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.
 
  39
  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.
 
 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).
  40
  
 **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).
 
 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.
  41
  
 We
          do not believe that we were a “passive foreign investment company” for the
          taxable year ended June 30, 2006.   (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).
 
 *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).
  42
  
 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.
 
 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.
 
 
  43
  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”).
 
 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.
  44
  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*
 
 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).
  45
  
 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.
 
 *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.
  46
  
 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.
 
 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.
  47
  
 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.
  48
  
 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
   49
   **(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 429 Spadina Road, Toronto, Ontario, Canada, M5P 2W3.
          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 Annual Information Form/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 429 Spadina Road, Toronto, Ontario,
          Canada,
          M5P 2W3
   **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 held at
          June 30, 2006, surplus cash of approximately $ 279,000 in interest earning
          US
          treasury bills. Generally, however, 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.
   50
   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 Rule 13a-14(c) 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.
   51
   B.     Changes
          in Internal Controls
  There
          were no
          significant changes made in the Company's internal controls or, to the
          Company's
          knowledge, in other factors that could significantly affect these controls
          subsequent to the date of their evaluation.
   **ITEM
          16**  **[RESERVED]**
  
 **ITEM
          16
          (A) AUDIT COMMITTEE FINANCIAL EXPERTS**
  As
          at the Company’s financial year ended June 30, 2006, 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.
  One
          of the members
          of the audit committee, Mr. John Robinson resigned on October 26, 2006
          and was
          replaced by Mr. Steve Dabbah who joined as director on the same
          date.
  
 **I** **TEM
          16
          (B) CODE OF ETHICS**
 
 We
          have adopted a Code of Ethics, which applies to all employees, consultants,
          officers and directors.
   **ITEM
          16
          (C)**  **PRINCIPAL
          ACCOUNTANT’S FEES AND SERVICES**
  The
          following
          outlines the expenditures for accounting fees for the last two fiscal periods
          ended:
  June
                    30
                    2006
                
                June
                    30 2005Audit
                    Fees
                    (1)
                
                
                21,000
                
                
                14,846Audit
                    Related
                    Fees
                
                
                -
                
                
                -Tax
                    Fees
                
                
                --
                
                
                -All
                    Other
                    Fees
                
                
                -
                
                
                -
 
 (1)  Audit
          fee for the
          fiscal year 2006 has not yet been agreed. The amount shown is the management’s
          estimate.
 
 Under
          our existing
          policies, the audit committee must approve all audit and non-audit related
          services provided by the auditors.
  52
   **ITEM
          16
          (D)**  **EXEMPTIONS
          FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES**
 
 The
          information
          referred to in this section is not required as to the fiscal year ended
          June 30,
          2006, which is the period covered by this Annual Report on Form
          20-F.
 
  **ITEM
          16
          (E)**  **PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
          PURCHASERS**
 
 The
          information
          referred to in this section is not required as to the fiscal year ended
          June 30,
          2006, which is the period covered by this Annual Report on Form 20-F.
 
  **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 17 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 23, 2006
                F-3Consolidated
                    Balance Sheets as at June30, 2006 and 2005
                F-4Consolidated
                    Statements of Operations for the Fiscal Years Ended June 30,
                    2006, 2005
                    and 2004
                F-5Consolidated
                    Statements of Cash Flows for the Fiscal Years Ended June 30,
                    2006, 2005,
                    and 2004
                F-6Consolidated
                    Statements of Shareholders’ Equity (Deficiency) for the Fiscal Years Ended
                    June 30, 2006, 2005, and 2004
                F-7Notes
                    to
                    Consolidated Financial Statements
                F-8
 
  53
  **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,
                    2006.1.2
                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, 2004.1.3
                By-Laws
                    of
                    the Company1.4
                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
  54
  
 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, 2006.1.15
                Certificate
                    of name change from Noble House Entertainment Inc. to LiveReel
                    Media
                    Corporation dated October 12, 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.
  55
  
 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, 2006.12
                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 Charter14(a)(ii)Audit
                    Committee Charter
 
 
  56
  **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, 2006
 
 
 **LIVEREEL
          MEDIA CORPORATION**
 
 Per: (signed)
          Gregg
          Goldstein
 Title:
           Chairman and CEO
   57
 
  **LIVEREEL
              MEDIA CORPORATION**
 **(Formerly
              Noble House Entertainment Inc.)**
 
 **Consolidated
              Financial Statements**
 
 **For
              the
              Years Ended June 30, 2006 and 2005**
 
 **(Canadian
              Dollars)**
  
 
 
 
  **INDEX**
 
 
 PageAuditors’
                        Report
                    
                    1Consolidated
                        Balance Sheets
                    
                    2Consolidated
                        Statements of Operations
                    
                    3Consolidated
                        Statements of Cash Flows
                    
                    4Consolidated
                        Statements of Shareholders’ Equity (Deficiency)
                    
                    5Notes
                        to
                        Consolidated Financial Statements
                    
                    6-23
 
  
 
  **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 sheet of LiveReel
              Media
              Corporation (Formerly Noble House Entertainment Inc.)  as
              at June 30,
              2006 and the related consolidated statements of operations, shareholders'
              equity and
              cash flows for the year 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, 2006
              and the
              results of its operations and its cash flows for the year 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 17).
 
 The
              consolidated
              financial statements of LiveReel Media Corporation (Formerly Noble
              House
              Entertainment Inc.)  as
              of June 30, 2005
              and for the years ended June 30, 2005 and 2004, were audited by other
              auditors
              whose report dated October 20, 2005, expressed an unqualified opinion
              on those
              statements.
 
 
 **“SCHWARTZ
              LEVITSKY FELDMAN LLP”**
 Chartered
              Accountants
 Toronto,
              Ontario,
              Canada
 October
              23,
              2006
 
 1167
              Caledonia
              Road
 Toronto,
              Ontario
              M6A 2X1
 Tel:
              416 785
              5353
 Fax:
              416 785
              5663
  1
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Consolidated
              Balance Sheets**
 **(Canadian
              Dollars)**
  **As
                          at
                          June 30**
                      
                      **Note**
                      
                      **2006**
                      
                      2005**Assets****Current**Bank
                      
                      
                      
                      
                      **$**
                      **1,861,545**
                      
                      $
                      1,629Treasury
                          bills
                      
                      
                      **3**
                      
                      
                      **279,125**
                      
                      
                      -Accounts
                          receivable and prepayments
                      
                      
                      **4**
                      
                      
                      **361,931**
                      
                      
                      5,983Deferred
                          stock
                          based compensation
                      
                      
                      **5**
                      
                      
                      **113,999**
                      
                      
                      -**2,616,600**
                      
                      
                      7,612**Investment
                          in film and television programs**
                      
                      
                      **6**
                      
                      
                      **25,000**
                      
                      
                      232,500**$**
                      **2,641,600**
                      
                      $
                      240,112**Liabilities****Current**Accounts
                          payable and accrued liabilities
                      
                      
                      **7**
                      
                      **$**
                      **112,473**
                      
                      $
                      46,877Note
                          payable
                      
                      
                      
                      
                      
                      **-**
                      
                      
                      11,494Advances
                          from
                          shareholders
                      
                      
                      **8**
                      
                      
                      **4,346**
                      
                      
                      143,937**116,819**
                      
                      
                      202,308**Shareholders'
                          Equity****Capital
                          stock**
                      
                      
                      **9**
                      
                      
                      **2,255,394**
                      
                      
                      4,815,672**Contributed
                          surplus**
                      
                      
                      
                      
                      
                      **20,391**
                      
                      
                      20,391**Warrants**
                      
                      
                      10
                      
                      
                      **5,729,352**
                      
                      
                      -**Deficit**
                      
                      
                      
                      
                      
                      **(5,480,356**
                      **)**
                      
                      (4,798,259
                      )**2,524,781**
                      
                      
                      37,804**$**
                      **2,641,600**
                      
                      $
                      240,112**Related
                          Party Transactions (Note 13)****Commitments
                          and contingencies (Note 14)**
   **Approved
              by
              the Board**  ”/s/
              Gregg
              Goldstein ”
Director ”/s/
              J. Stephen
              Wilson” Director
 (signed)         
              (signed)
  
 
 **The
              accompanying notes form an integral part of these consolidated financial
              statements.**
  2
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Consolidated
              Statements of Operations**
 **(Canadian
              Dollars)**
 
 
 For
                        the Years
                        Ended June 30
                    
                    **Note**
                    
                    **2006**
                    
                    2005
                    
                    2004**Revenue**Distribution
                        income
                    
                    
                    
                    
                    **$**
                    **7,052**
                    
                    $
                    5,031
                    
                    $
                    -**Expenses**Amortization
                        of
                        investment in film
                    
                    
                    **6**
                    
                    
                    **207,500**
                    
                    
                    117,500
                    
                    
                    -and television programsStock
                        based
                        compensation
                    
                    
                    **5**
                    
                    
                    **114,001**
                    
                    
                    5,000
                    
                    
                    5,000Consulting
                    
                    
                    
                    
                    
                    **199,488**
                    
                    
                    71,095
                    
                    
                    64,840Office
                        and
                        general
                    
                    
                    
                    
                    
                    **112,368**
                    
                    
                    27,061
                    
                    
                    9,953Shareholders
                        information
                    
                    
                    
                    
                    
                    **8,935**
                    
                    
                    20,122
                    
                    
                    3,142Promotion
                    
                    
                    
                    
                    
                    **7,999**
                    
                    
                    13,543
                    
                    
                    -Professional
                        fees
                    
                    
                    
                    
                    
                    **37,849**
                    
                    
                    9,680
                    
                    
                    21,309Bank
                        charges
                        and interest
                    
                    
                    
                    
                    
                    **1,009**
                    
                    
                    563
                    
                    
                    207Deferred
                        development costs written off
                    
                    
                    
                    
                    
                    **-**
                    
                    
                    -
                    
                    
                    110,150**689,149**
                    
                    
                    264,564
                    
                    
                    214,601**Net
                        loss for year**
                    
                    
                    
                    
                    **$**
                    **(682,097**
                    **)**
                    $
                    (259,533
                    )
                    $
                    (214,601
                    )**Net
                        loss per share - basic and diluted**
                    
                    
                    **11**
                    
                    **$**
                    **(0.07**
                    **)**
                    $
                    (0.04
                    )
                    $
                    (0.06
                    )
 
  **The
              accompanying notes form an integral part of these consolidated financial
              statements.**
  3
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Consolidated
              Statements of Cash Flows**
 **(Canadian
              Dollars)**
 
 
 For
                        the Years
                        Ended June 30
                    
                    **2006**
                    
                    2005
                    
                    2004**Cash
                        flows from operating activities**Net
                        loss for
                        year
                    
                    **$**
                    **(682,097**
                    **)**
                    $
                    (259,533
                    )
                    $
                    (214,601
                    )**Items
                        not affecting cash**Amortization
                        of
                        investment in film and television programs
                    
                    
                    **207,500**
                    
                    
                    117,500
                    
                    
                    -Write-off
                        of
                        deferred development costs
                    
                    
                    **-**
                    
                    
                    -
                    
                    
                    110,150Stock
                        based
                        compensation
                    
                    
                    **114,001**
                    
                    
                    5,000
                    
                    
                    5,000**Cash
                        effect of changes in:**Accounts
                        receivable and prepayments
                    
                    
                    **(355,948**
                    **)**
                    
                    (3,361
                    )
                    
                    (1,234
                    )Accounts
                        payable and accrued liabilities
                    
                    
                    **65,596**
                    
                    
                    36,047
                    
                    
                    5,026**(650,948**
                    **)**
                    
                    (104,347
                    )
                    
                    (95,659
                    )**Cash
                        flows from investing activities**Investment
                        in
                        Jenn Project
                    
                    
                    **-**
                    
                    
                    -
                    
                    
                    (150
                    )Investment
                        in
                        treasury bills
                    
                    
                    (279,125
                    )
                    
                    -
                    
                    
                    -**(279,125**
                    **)**
                    
                    **-**
                    
                    
                    (150
                    )**Cash
                        flows from financing activities**Common
                        shares
                        issued
                    
                    
                    **2,941,074**Net
                        advances
                        from shareholders
                    
                    
                    **(139,591**
                    **)**
                    
                    105,916
                    
                    
                    60,863Note
                        payable
                    
                    
                    **(11,494**
                    **)**
                    
                    -
                    
                    
                    (38,506
                    )Shares
                        cashed-out
                    
                    
                    **-**
                    
                    
                    (185
                    )
                    
                    (1,527
                    )Warrants
                        exercised
                    
                    
                    **-**
                    
                    
                    -
                    
                    
                    75,000**2,789,989**
                    
                    
                    105,731
                    
                    
                    95,830**Increase
                        in cash**
                    
                    
                    **1,859,916**
                    
                    
                    1,384
                    
                    
                    21**Cash,
                        beginning of year**
                    
                    
                    **1,629**
                    
                    
                    245
                    
                    
                    224**Cash,
                        end of year**
                    
                    **$**
                    **1,861,545**
                    
                    $
                    1,629
                    
                    $
                    245**Supplemental
                        disclosures****Non-cash
                        investing and financing activities**Conversion
                        of
                        loan to equity investment
                    
                    **$**
                    **-**
                    
                    $
                    -
                    
                    $
                    75,000Acquisition
                        of
                        film and television programs for shares issued
                    
                    
                    **-**
                    
                    
                    350,000
                    
                    
                    -**$**
                    **-**
                    
                    $
                    350,000
                    
                    $
                    75,000
 
  **The
              accompanying notes form an integral part of these consolidated financial
              statements.**
  4
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Consolidated
              Statement of Shareholders’ Equity (Deficiency)**
 **(Canadian
              Dollars)**
 
 
 **For
              the
              Years Ended June 30, 2006, 2005 and 2004**
 Number
                        of
                        Shares
                    
                    Share
                      Capital
                    
                    Warrants
                    
                    Contributed
                        surplus
                    
                    Deficit
                    
                    Shareholders'
                        Equity (Deficiency)**Balance
                        June 30, 2003**
                    
                    
                    **3,035,695**
                    
                    **$**
                    **4,307,384**
                    
                    
                    
                    
                    **$**
                    **20,391**
                    
                    **$**
                    **(4,324,125**
                    **)**
                    **$**
                    **3,650**Buy-back
                        of
                        fractional shares
                    
                    
                    (532
                    )
                    
                    (1,527
                    )
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (1,527
                    )Exercise
                        of
                        warrants
                    
                    
                    750,000
                    
                    
                    75,000
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    75,000Issued
                        in
                        settlement of debts
                    
                    
                    750,000
                    
                    
                    75,000
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    75,000Issued
                        in
                        settlement of fees
                    
                    
                    50,000
                    
                    
                    5,000
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    5,000Net
                        loss
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    
                    
                    -
                    
                    
                    (214,601
                    )
                    
                    (214,601
                    )**Balance
                        June 30, 2004**
                    
                    
                    **4,585,163**
                    
                    
                    **4,460,857**
                    
                    
                    
                    
                    
                    **20,391**
                    
                    
                    **(4,538,726**
                    **)**
                    
                    **(57,478**
                    **)**Buy-back
                        of
                        fractional shares
                    
                    
                    (619
                    )
                    
                    (185
                    )
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (185
                    )Issuance
                        on
                        acquisition of film and television programs
                    
                    
                    3,500,000
                    
                    
                    350,000
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    350,000Issued
                        in
                        settlement of fees
                    
                    
                    50,000
                    
                    
                    5,000
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    5,000Net
                        loss
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    
                    
                    -
                    
                    
                    (259,533
                    )
                    
                    (259,533
                    )**Balance
                        June 30, 2005**
                    
                    
                    **8,134,544**
                    
                    
                    **4,815,672**
                    
                    
                    
                    
                    
                    **20,391**
                    
                    
                    **(4,798,259**
                    **)**
                    
                    **37,804**Issued
                        under
                        private placements
                    
                    
                    5,467,200
                    
                    
                    3,124,622
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    3,124,622Shares
                        issued
                        under private
                      placement subsequentlycanceled
                      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**
                    
                    **$**
                    **(5,480,356**
                    **)**
                    **$**
                    **2,524,781**
 
  **The
              accompanying notes form an integral part of these consolidated financial
              statements.**
  5
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 
 **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.
 
 
 **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 17.
 
 **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; and
 vi.  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.
 
 
  6
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 
 **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.
  7
  
 
 **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 
 **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. T he
              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. Actual results could differ
              from
              those estimates.
 
 **3.**  **TEASURY
              BILLS**
 
 The
              Company
              invested its surplus funds in US treasury bills through a brokerage
              firm, which
              is a shareholder of the Company. The treasury bills expire in October
              2006 and
              their carrying value is not significantly different from its market
              value as at
              the balance sheet date.
  8
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
  **4.**  **ACCOUNTS
              RECEIVABLE AND PREPAYMENTS**
  As
                          at June
                          30,
                      
                      
                      
                      **2006**
                      
                      2005Due
                          from
                          Production company
                      
                      
                      **(a**
                      **)**
                      **$**
                      **341,213**
                      
                      $
                      3,777Taxes
                          recoverable
                      
                      
                      
                      
                      
                      **13,782**
                      
                      
                      2,206Deposits
                          and
                          prepayments
                      
                      
                      **(b**
                      **)**
                      
                      **6,936**
                      
                      
                      -$
                      361,931
                      
                      $
                      5,983
  (a)  Represents
              funds
              advanced to a production company, owned by the former chief executive
              officer
              and a director of the Company and an executive of the Company’s subsidiary. The
              Company’s subsidiary has entered into agreements to license scripts and screen
              plays and handle global distribution. These funds are provided or incurred
              on
              behalf of the production company and are repayable on demand and carry
              no
              interest.
 
 (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.
              There
              has not been any further development in the matter since then. The
              balance of
              the advance after accounting for the legal costs charged up to June
              30, 2006 is
              held against future legal costs if any in the matter and is included
              in deposits
              and prepayments.
 
 
 **5.**  **DEFERRED
              STOCK BASED COMPENSATION**
 
 Deferred
              stock
              based compensation relates to the fair value of shares issued under
              the
              Company’s 2006 Consultant stock compensation Plan for services that will be
              performed during the period subsequent to the balance sheet date. Changes
              during
              the fiscal years 2006 and 2005 were respectively as follows:
 
  **Year
                        ended June 30,**
                    
                    **2006**
                    
                    **2005****No.
                        of shares issued**
                    
                    **Fair
                        value**
                    
                    **No.
                        of shares issued**
                    
                    **Fair
                        value**Balance
                        at
                        the beginning of year
                    
                    -
                    
                    -
                    
                    -
                    
                    -Issued
                        during
                        year
                    
                    
                    1,000,000
                    
                    $
                    228,000
                    
                    
                    -
                    
                    $
                    -Expensed
                        during year
                    
                    
                    
                    
                    
                    (114,001
                    )
                    
                    -
                    
                    
                    -Balance
                        at
                        end of year
                    
                    
                    1,000,000
                    
                    $
                    113,999
                    
                    
                    -
                    
                    $
                    -
 
 
 The
              above shares
              were issued to three consultants for services for twelve-month period
              ending
              December 31, 2006 and includes 100,000 issued to the former chief Financial
              Officer and a director for his services under a consulting contract.
              The issue
              was authorised by the board of directors of the Company on March 6,
              2006.
 
 
 
  9
  
 
 
 **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 **6.**
                    **INVESTMENT
                        IN FILM AND TELEVISION
                        PROGRAMS**
 
 **Scripts
                        & Synopsis**
                    
                    **Distribution
                        contracts**
                    
                    **Total**
                    
                    **Scripts
                        & Synopsis**
                    
                    **Distribution
                        contracts**
                    
                    **Total**As
                        at June
                        30,
                    
                    **2006**
                    
                    2005Balance
                        at
                        beginning
                    
                    **$**
                    **172,500**
                    
                    **$**
                    **60,000**
                    
                    **$**
                    **232,500**
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -Acquisitions
                        during period
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    230,000
                    
                    
                    120,000
                    
                    
                    350,000Amortization
                    
                    
                    **(147,500**
                    **)**
                    
                    **(60,000**
                    **)**
                    
                    **(207,500**
                    **)**
                    
                    (57,500
                    )
                    
                    (60,000
                    )
                    
                    (117,500
                    )Balance
                        at
                        end of period
                    
                    **$**
                    **25,000**
                    
                    **$**
                    **-**
                    
                    **$**
                    **25,000**
                    
                    $
                    172,500
                    
                    $
                    60,000
                    
                    $
                    232,500
 
 
 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, the 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, the management built a budget to estimate the cost
              to produce
              each film. At this point, no quotations were obtained from third parties
              for the
              elements of the budgets. This is 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, the management expects to
              negotiate a
              reduction against budget in the costs for variable elements. Thus,
              the estimated
              production budget is viewed as a high estimate.
 
 The
              management then
              determined the projections of revenue after distribution commission,
              by
              comparing the actual prior experience of the management and consultants
              and with
              reports from various sales agencies that work, and have worked, with
              them. The
              management built low, medium and high revenue models form the bottom
              up based on
              estimated revenues by individual territory sales throughout the world.
 
 The
              management
              believes that the Low, Medium and High projections account 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, 2006 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 the management was not prepared to do.
  10
   
 **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
  **7.**  **ACCOUNTS
              PAYABLE AND ACCRUED LIABILITIES**
   **As
                        at
                        June 30,**
                    
                    
                    
                    **2006**
                    
                    2005Accounts
                        payable
                    
                    
                    (a
                    )
                    **$**
                    **16,821**
                    
                    $
                    24,243Accrual
                    
                    
                    (b
                    )
                    
                    **63,112**
                    
                    
                    11,694Production
                        advances
                    
                    
                    (c
                    )
                    
                    **32,540**
                    
                    
                    10,940**$**
                    **112,473**
                    
                    $
                    46,877
  
  (a)  Accounts
              payable
              includes $1,562 (2005: $15,728) due to a corporate shareholder, Current
              Capital
              Corp., which
              is owned by
              one of the directors of the Company, and $3,610 (2005: $nil) due to
              the chief
              executive officer.
  (b)  Accruals
              include
              $44,112 representing a subscription received from a private placee
              who
              originally participated in the private placement but later proved ineligible
              to
              participate and hence his subscription was refunded and shares issued
              to him
              were cancelled subsequent to the balance sheet date. (See also Note
              9(b)(ii)).
 
 (c)  Production
              advances
              were received from two production companies towards script and screen
              play
              development. A former director of the company and an executive of its
              subsidiary
              are among the owners of one of the production companies, which advanced
              $26,540
              (2005: $8,900)
 
 **8.**
                    **ADVANCES
                        FROM SHAREHOLDERS**
 
 Advances
                        from
                        shareholders represent funds advanced or expenses incurred
                        on behalf of
                        the Company by shareholder corporations from time to time.
                        These advances
                        are unsecured, non-interest bearing and are payable on
                        demand.
  11
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 **9.**  **CAPITAL
              STOCK**
  a)  Authorized:
              Unlimited number of common shares
  (b)  Issued:
  As
                        at June
                        30,
                    
                    
                    
                    **2006**
                    
                    2005**Common**
                    
                    
                    
                    Common**Shares**
                    
                    **Amount**
                    
                    Shares
                    
                    Amount**Beginning
                        of year**
                    
                    
                    
                    
                    
                    **8,134,544**
                    
                    **$**
                    **4,815,672**
                    
                    
                    9,168,991
                    
                    $
                    4,460,857**Reverse
                        stock split**
                    
                    
                    
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    (4,583,828
                    )
                    
                    -**Buy-back
                        of fractional shares**
                    
                    
                    
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    (619
                    )
                    
                    (185
                    )**Issued
                        to acquire film and**
                    
                    
                    
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    3,500,000
                    
                    
                    350,000**television
                        programs**
                    
                    
                    
                    
                    (iii)**Issued
                        in settlement of fees**
                    
                    
                    
                    
                    
                    **-**
                    
                    
                    **-**
                    
                    
                    50,000
                    
                    
                    5,000**Issued
                        under 2006 Consultant stock compensation plan**
                    
                    
                    
                    
                    (i)
                    **1,000,000**
                    
                    
                    **228,000****Issued
                        under a private placement**
                    (ii)
                    **5,467,200**
                    
                    
                    **3,124,622****Shares
                        issued under private placement being canceled
                        subsequently**
                    
                    
                    Note
                        7
                    
                    (b)
                    **(80,000**
                    **)**
                    
                    **(44,112**
                    **)****Expenses
                        relating to private palcement**
                    
                    
                    
                    
                    (ii)
                    
                    
                    
                    **(139,436**
                    **)****Warrants
                        ( note 10)**
                    
                    
                    
                    
                    
                    
                    
                    
                    **(5,729,352**
                    **)**
                    
                    
                    
                    
                    -**14,521,744**
                    
                    **$**
                    **2,255,394**
                    
                    
                    8,134,544
                    
                    $
                    4,815,672
  (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 5 for further
              details.
  No
              options have yet
              been allotted. The board of directors of the Company shall have the
              full
              discretion to decide the option price and vesting periods. The options
              are
              convertible into an equal number of common shares of the Company.
  (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.
  12
    **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 **9.**  **CAPITAL
              STOCK , (b) Issued, (ii) - continued.......**
  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.
  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 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 7(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.
 
 (iii)
              The Company
              issued 3.5 million shares in November 2004 to an independent production
              house in
              settlement of the value of acquisition of certain theatrical film properties.
              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 asset purchase agreement dated November 30, 2004.
 
 **10.**  **WARRANTS**
 
 **As
                        at
                        June 30,**
                    
                    
                    
                    **2006**
                    
                    2005**#
                        of
                        warrants**
                    
                    **Fair
                        value**
                    
                    #
                        of
                        warrants
                    
                    Fair
                        valueIssued
                        and
                        outstanding at beginning of year
                    
                    
                    
                    
                    
                    **3,500,000**
                    
                    
                    
                    
                    
                    3,500,000
                    
                    
                    -Issued
                        previously being revalued
                    
                    
                    i
                    
                    
                    
                    
                    
                    **2,094,580**
                    
                    
                    -
                    
                    
                    -Isuued
                        with
                        private placement closed on April 15,2006
                    
                    
                    ii
                    
                    
                    **1,193,600**
                    
                    
                    **1,150,081**
                    
                    
                    -
                    
                    
                    -Isuued
                        with
                        private placement closed on June 27, 2006
                    
                    
                    iii
                    
                    
                    **1,500,000**
                    
                    
                    **2,484,691**
                    
                    
                    -
                    
                    
                    -Issued
                        and
                        outstanding at end of year
                    
                    
                    iv
                    
                    
                    **6,193,600**
                    
                    **$**
                    **5,729,352**
                    
                    
                    3,500,000
                    
                    $
                    -
 
   13
  
 **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 **10.
              W**  **ARRANTS,
              (i) - continued**
  (i)  On
              November 30, 2004, the Company issued 3.5 million warrants to a production
              house, in which a former director and chief executive officer of the
              Company
              holds 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,
              2006.
 
 (ii)  The company issued 1,193,600 warrants under a 2006 private placement
              as
              explained in Note 9(b) (ii). These warrants are convertible into equal
              number of
              common shares at an exercise price of US$0.50 per warrant and expiry
              within two
              years of their issue. As at June 30, 2006, none of the warrants were
              exercised
              or expired.
  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.
  
  14
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 
 **10.**  **WARRANTS
              -
              Continued.......**
 
 (iii)  The company issued 1,500,000 warrants under another 2006 private placement
              as
              explained in Note 9(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. As at June 30, 2006, none of the warrants were
              exercised
              or expired.
  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.
 
 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.
  (iv)  **** 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.
 
 **11.** **LOSS
              PER SHARE**
 
 Loss
              per share is
              calculated on the weighted average number of common  shares
              outstanding
              during the year ended June 30, 2006, which were 9,494,677 shares (2005:
              6,629,968 and 2004: 3,680,536 (post-2005 reverse-split)).
 
 The
              Company had 6.2
              million share purchase warrants issued and outstanding as at June 30,
              2006.
              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.
 
 
  15
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 
 **12.**  **INCOME
              TAXES**
 
 The
              effective tax
              rate of Nil (2005 - Nil) for income taxes varies from the statutory
              income tax
              rate of approximately 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:
 
 **2006**
                    
                    2005Amounts
                        related to tax loss and credit carry forwards
                    
                    **$**
                    **467,000**
                    
                    $
                    273,000Net
                        future
                        tax assets
                    
                    **$**
                    **467,000**
                    
                    $
                    273,000Less:
                        valuation allowance
                    
                    
                    **(467,000**
                    **)**
                    
                    (273,000
                    )**$**
                    **-**
                    
                    $
                    -
 
 
 The
              Company has
              carry forward tax losses of approximately $1.3 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.
 
 2007
                    
                    $
                    77,0002008
                    
                    
                    31,0002009
                    
                    
                    19,0002010
                    
                    
                    212,0002011
                    
                    
                    214,0002015
                    
                    
                    204,0002016
                    
                    
                    539,000**$**
                    **1,296,000**
  **13.**  **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.
                    Current
                        Capital Corp., a shareholder corporation owned by one of
                        the directors
                        charged approximately $4,200 for the premises rent, telephone,
                        consultants’ fees and other office expenses (2004 - $5,400; 2004 -
                        $12,600).
 
 ii.
                    Consulting
                        fees include amounts to Snapper Inc., a shareholder corporation,
                        of $Nil
                        (2005 - $nil; 2004 - $60,372).
 
 iii.
                    Consulting
                        fees include approximately $75,000 of fees paid to a former
                        director
                        (2005: $30,000 and 2004 - $Nil).
 
 iv.
                    Rent
                        of
                        $15,600 (2005: $6,500 and 2004 - $Nil) is charged in respect
                        of rent for
                        premises owned by a former director of the
                        Company.
 
 v.
                    Expenses
                        reimbursed to Chief Executive Officer and a director $9,600
                        (2005 and
                        2004: $nil)
  16
  **LiveReel
                Media Corporation**
 **(Formerly
                Noble House Entertainment Inc.)**
 **Notes
                to
                Consolidated Financial Statements**
 **(Canadian
                Dollars)**
 **June
                30,
                2006 and 2005**
 
 **14.**  **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)
                    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 the person common
                        shares of the
                        Company against the funds that he is alleged to have paid
                        in 1997.
 
 Notwithstanding
              the
              above, the Company believes that the case is without merit, given that
              the
              Company never received the funds. In the opinion of management, the
              outcome of
              the case is not reasonably expected to result in a material adverse
              effect on
              the Company’s financial position, and therefore, no provision has been made for
              this claim in the financial statements. The Company’ lawyer has filed a motion
              to dismiss the case.
 
 (iii)   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.
 
 **15.**  **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, 2006 and 2005. There were no operating segments in the fiscal year
              2004 and
              therefore no comparatives are provided for that year.
   17
   ****LiveReel
              Media Corporation****
 ****(Formerly
              Noble House Entertainment Inc.)****
 ****Notes
              to
              Consolidated Financial Statements****
 ****(Canadian
              Dollars)****
 ****June
              30,
              2006 and 2005****
 
 
 **15.**  **SEGMENTED
              INFORMATION - continued..**
 
 **Geographic
              Information**
 
 The
              Company
              operates from one location in Canada. All its assets are located at
              this
              location.
 
 **Business
              Segments**
 
 **2006**
                    
                    
                    2005**Licensing**
                    
                    **Production**
                    
                    **Distribution**
                    
                    **Total**
                    
                    Licensing
                    
                    Production
                    
                    Distribution
                    
                    TotalTotal
                        revenue
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    7,052
                    
                    **$**
                    **7,052**
                    
                    
                    -
                    
                    
                    -
                    
                    
                    5,031
                    
                    
                    5,031Earnings
                        (losses) from operations
                    
                    
                    (239,060
                    )
                    
                    (91,560
                    )
                    
                    (144,508
                    )
                    
                    **(475,128**
                    **)**
                    
                    (27,586
                    )
                    
                    (27,586
                    )
                    
                    (27,586
                    )
                    
                    (82,758
                    )Total
                        assets
                    
                    
                    25,000
                    
                    
                    -
                    
                    
                    341,213
                    
                    
                    **366,213**
                    
                    
                    172,000
                    
                    
                    3,752
                    
                    
                    60,000
                    
                    
                    235,752Total
                        liabilities
                    
                    
                    -
                    
                    
                    32,540
                    
                    
                    -
                    
                    
                    **32,540**
                    
                    
                    -
                    
                    
                    11,900
                    
                    
                    -
                    
                    
                    11,900**Reconciliation
                        to Financial Statements****Revenue**Total
                        revenue
                        from reportable segments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    **$**
                    **7,052**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    5,031Other
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    **-**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    -**$**
                    **7,052**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    5,031**Net
                        Loss**Total
                        losses
                        from reportable segments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    **$**
                    **(475,128**
                    **)**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (82,758
                    )Other
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    **(206,969**
                    **)**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (176,775
                    )**$**
                    **(682,097**
                    **)**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (259,533
                    )**Assets**Total
                        assets
                        used for reportable segments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    **$**
                    **366,213**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    235,752Other
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    **2,275,387**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    4,360**$**
                    **2,641,600**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    240,112**Liabilities**Total
                        liabilities of the reportable segments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    **$**
                    **32,540**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    11,900Other
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    **84,279**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    190,408**$**
                    **116,819**
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    202,308
 
  18
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 **16.**  **FINANCIAL
              INSTRUMENTS**
 
 The
              fair value for
              all financial assets and liabilities are considered to approximate
              their
              carrying values due to their short-term nature.
 
 
 **17.**
                    **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”). 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 are described and quantified
              below.
 
 **June
                        30,**
                    
                    **2006**
                    
                    **2005**Balance
                        under
                        Canadian GAAP
                    
                    Adjustment
                    
                    Balance
                        under
                        US GAAP
                    
                    Balance
                        under
                        Canadian GAAP
                    
                    Adjustment
                    
                    Balance
                        under
                        US GAAPBalance
                        SheetsCurrent
                        assets
                    
                    $
                    2,616,600
                    
                    
                    
                    
                    $
                    2,616,600
                    
                    $
                    7,612
                    
                    
                    
                    
                    $
                    7,612Long
                        term
                        assets
                    
                    
                    25,000
                    
                    
                    -
                    
                    
                    25,000
                    
                    
                    232,500
                    
                    
                    -
                    
                    $
                    232,500Total
                        assets
                    
                    $
                    2,641,600
                    
                    $
                    -
                    
                    $
                    2,641,600
                    
                    $
                    240,112
                    
                    $
                    -
                    
                    $
                    240,112Current
                        Liabilities
                    
                    
                    116,819
                    
                    
                    
                    
                    
                    116,819
                    
                    
                    202,308
                    
                    
                    
                    
                    
                    202,308Capital
                        stock
                    
                    
                    2,255,394
                    
                    
                    
                    
                    
                    2,255,394
                    
                    
                    4,815,672
                    
                    
                    
                    
                    
                    4,815,672Warrants
                    
                    
                    5,729,352
                    
                    
                    
                    
                    
                    5,729,352
                    
                    
                    -
                    
                    
                    
                    
                    
                    -Accumulated
                        other comprehensive income(loss)
                    
                    
                    -
                    
                    
                    (33,755
                    )
                    
                    (33,755
                    )
                    
                    -
                    
                    
                    203
                    
                    
                    203Contributed
                        surplus
                    
                    
                    20,391
                    
                    
                    
                    
                    
                    20,391
                    
                    
                    20,391
                    
                    
                    
                    
                    
                    20,391Deficit
                    
                    
                    (5,480,356
                    )
                    
                    33,755
                    
                    
                    (5,446,601
                    )
                    
                    (4,798,259
                    )
                    
                    (203
                    )
                    
                    (4,798,462
                    )Liabilities
                        and shareholders' equity
                    
                    $
                    2,641,600
                    
                    $
                    -
                    
                    $
                    2,641,600
                    
                    $
                    240,112
                    
                    $
                    -
                    
                    $
                    240,112
 
   19
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 
 **17.**
                    **DIFFERENCES
                        BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                        PRINCIPLES**(continued)
 
 The
              impact of
              significant US GAAP variations on the Consolidated Statement of Operations
              are
              as follows:
 
 **Year
                        ended June 30**
                    
                    **2006**
                    
                    2005
                    
                    2004Net
                        loss for
                        year, Canadian GAAP
                    
                    **$**
                    **(682,097**
                    **)**
                    $
                    (259,533
                    )
                    $
                    (214,601
                    )Adjustment
                        re: 2003 write down of production costs and contract rights
                        costs
                    
                    
                    **-**
                    
                    
                    -
                    
                    
                    110,000Reclassification
                        of exchange loss(gain) on year end translation of foreign
                        currency items
                        and balances
                    
                    
                    **33,958**
                    
                    
                    (203
                    )
                    
                    -Loss
                        for
                        year, US GAAP
                    
                    
                    **(648,139**
                    **)**
                    
                    (259,736
                    )
                    
                    (104,601
                    )Reclassification
                        of exchange gain(loss) on period end translation of foreign
                        currency items
                        and balances
                    
                    
                    **(33,958**
                    **)**
                    
                    203
                    
                    
                    -Comprehensive
                        loss for year, US GAAP
                    
                    
                    **(682,097**
                    **)**
                    
                    (259,533
                    )
                    
                    (104,601
                    )Basic
                        and
                        diluted loss per share, US GAAP
                    
                    
                    **(0.07**
                    **)**
                    
                    (0.04
                    )
                    
                    (0.03
                    )
 
 
 Net
              loss per share
              for the fiscal year 2004 is based on the post-reverse split number
              of shares
              issued and outstanding.
 
 The
              impact of the
              above differences between Canadian GAAP and US GAAP on the consolidated
              statements of cash flows would be as follows:
 
 **Year
                        ended June 30**
                    
                    **2006**
                    
                    2005
                    
                    2004Operating
                        activities under Canadian GAAP
                    
                    **$**
                    **(
                        650,948**
                    **)**
                    $
                    (104,347
                    )
                    $
                    (
                        95,659
                    )Production
                        costs
                    
                    
                    **-**
                    
                    
                    -
                    
                    
                    (150
                    )Operating
                        activities under US GAAP
                    
                    
                    **(650,948**
                    **)**
                    
                    (104,347
                    )
                    
                    (95,809
                    )Investing
                        activities under Canadian GAAP
                    
                    
                    **(279,125**
                    **)**
                    
                    -
                    
                    
                    (150
                    )Deferred
                        production costs
                    
                    
                    **-**
                    
                    
                    -
                    
                    
                    150Investing
                        activities under US GAAP
                    
                    
                    **(279,125**
                    **)**
                    
                    -
                    
                    
                    -Financing
                        activities under Canadian and US GAAP
                    
                    
                    **2,789,989**
                    
                    
                    105,731
                    
                    
                    95,830Increase
                        in
                        cash
                    
                    
                    **1,859,916**
                    
                    
                    1,384
                    
                    
                    21Cash,
                        beginning of year
                    
                    
                    **1,629**
                    
                    
                    245
                    
                    
                    224Cash,
                        end of
                        year
                    
                    **$**
                    **1,861,545**
                    
                    $
                    1,629
                    
                    $
                    245
 
  20
  **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **Notes
              to
              Consolidated Financial Statements**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
 
 
 **17.**
                    **DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
                        ACCEPTED
                        ACCOUNTING PRINCIPLES**(continued)
   **Recently
              issued accounting standards**
   The
              following
              standards were issued by the Financial accounting Standards Board during
              2006
              and 2005:
   In
              December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
              123R, *Share-Based
              Payment* ,
              SFAS No. 123R
              requires measurement and recording to the financial statements of the
              costs of
              employee services received in exchange for an award of equity instruments
              based
              on the grant-date fair value of the award, recognized over the period
              during
              which an employee is required to provide services in exchange for such
              award.
              Additionally, SFAS No. 123R requires the benefits of tax deductions
              different
              from recognized compensation expense to be reported as a financing
              cash flow,
              rather than as an operating cash flow as required under current literature.
              SFAS
              123R will become effective for all registrants as of the first fiscal
              year
              beginning after June 15, 2005. Therefore, the required effective date
              was July
              1, 2005. The adoption of SFAS 123R did not have a material impact on
              our
              consolidated financial position, results of operations or cash flows.
 
 In
              March 2005, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 107, *Share-Based
              Payment* ,
              which provides
              guidance on the interaction between SFAS No. 123R and certain SEC rules
              and
              regulations, as well as on the valuation of share-based payments. SAB
              No. 107
              provides interpretive guidance related to valuation methods (including
              assumptions such as expected volatility and expected term), first time
              adoption
              of SFAS No. 123R in an interim period, the classification of compensation
              expense and disclosures subsequent to adoption of SFAS No. 123R. The
              Company
              believes this Statement will have no impact on the financial statements
              of the
              Company once adopted.
  In
              March 2005, the FASB issued Interpretation 47 (“FIN 47”), *Accounting
              for
              Conditional Asset Retirement Obligations - an interpretation of FASB
              No.
              143* .
              FIN 47 clarifies
              that the term “conditional asset retirement obligation” as used in SFAS No. 143
              refers to a legal obligation to perform an asset retirement activity
              in which
              the timing and/or method of settlement are conditional on a future
              event that
              may or may not be within the control of the entity. The obligation
              to perform
              the asset retirement activity is unconditional even though uncertainty
              exists
              about the timing and/or method of settlement. FIN 47 requires a liability
              to be
              recognized for the fair value of a conditional asset retirement obligation
              if
              the fair value of the liability can be reasonably estimated. FIN 47
              was
              effective for fiscal years ending after December 15, 2005. The adoption
              of FIN
              47 did not have a material impact on our consolidated financial position,
              results of operations or cash flows.
   In
              May 2005, the FASB issued SFAS Statement No. 154, *Accounting
              Changes and Error Corrections* (“SFAS 154”). SFAS
              154 is a replacement of Accounting Principles Board Opinion No. 20
              (“APB 20”)
              and FASB Statement No. 3. SFAS 154 provides guidance on the accounting
              for and
              reporting of accounting changes and error corrections. It establishes
              retrospective application, or the latest practicable date, as the required
              method for reporting a change in accounting principle and the reporting
              of a
              correction of an error. SFAS 154 is effective for accounting changes
              and
              corrections of errors made in fiscal years beginning after December
              15, 2005.
              The adoption of SFAS 154 is not expected to have a material impact
              on our
              consolidated financial position, results of operations or cash flows.
    21
  **LiveReel
                Media Corporation**
 **(Formerly
                Noble House Entertainment Inc.)**
 **Notes
                to
                Consolidated Financial Statements**
 **(Canadian
                Dollars)**
 **June
                30,
                2006 and 2005**
 
 
 **17.**
                    **DIFFERENCES
                        BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                        PRINCIPLES**(continued)
  In
              June 2005, the FASB issued Staff Position Paper ( “FSP”)
              115-1, *The
              Meaning of
              Other-Than-Temporary Impairment and its Application to Certain
              Investments* ,
              superseding EITF
              03-1. FSP 115-1 will replace the accounting guidance on the determination
              of
              whether an investment is other-than-temporarily impaired as set forth
              in EITF
              03-1 with references to existing other-than-temporary impairment guidance.
              FSP
              115-1 is effective for reporting periods beginning after December 15,
              2005.
              Adoption of FSP 115-1 is not expected to have any material impact on
              our
              consolidated financial position, results of operations or cash flows.
 
 In
              February 2006,
              FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments -
              an Amendment of FASB Statements No. 133 and 140”. Among other things, SFAS No.
              155 permits the election of fair value remeasurement for certain hybrid
              financial instruments that would otherwise require bifurcation under
              Statement
              133, Accounting for Derivative Instruments and Hedging Activities.
              These hybrid
              financial instruments would include both assets and liabilities. SFAS
              No. 155 is
              effective for fiscal years beginning after September 15, 2006.
  The
              Company has not
              yet determined the effect of future implementation of this new standard
              on its
              financial statements.
 
 In
              March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
              Assets” (“SFAS 156”). SFAS 156 addresses the accounting for recognized servicing
              assets and servicing liabilities related to certain transfers of the
              servicer’s
              financial assets and for acquisitions or assumptions of obligations
              to service
              financial assets that do not relate to the financial assets of the
              servicer and
              its related parties. SFAS 156 requires that all recognized servicing
              assets and
              servicing liabilities are initially measured at fair value, and
              subsequently measured at either fair value or by applying an amortization
              method
              for each class of recognized servicing assets and servicing liabilities.
              SFAS
              156 is effective in fiscal years beginning after September 15, 2006.
              The
              adoption of SFAS 156 is not expected to have a material impact on our
              consolidated financial statements.
 
 In
              July 2006, FASB
              issued FIN 48 “Accounting for Uncertainty in Income Taxes - an Interpretation of
              FASB Statement No. 109” FIN 48 seeks to reduce the significant diversity in
              practice associated with financial statement recognition and measurement
              in
              accounting for income taxes. FIN 48 is effective in fiscal years beginning
              after
              December 15, 2006.
 
 The
              Company has not
              yet determined the effect of future implementation of this new interpretation
              on
              its financial statements.
 
 In
              September 2006, FASB issued Standard 157 ‘Fair Value Measurements’. FAS 157
              provides enhanced guidance for using fair values to measure assets
              and
              liabilities and applies whenever other standards require (or permit)
              assets or
              liabilities to be measured at fair value. FAS157 does not expand the
              use of fair
              values in any new circumstances. FAS 157 is effective for fiscal years
              beginning
              after November 15, 2007.
 
 The
              Company has not
              yet determined the effect of future implementation of this new interpretation
              on
              its financial statements.
 
 In
              September 2006, FASB issued Statement No. 158, *Employers’
              Accounting for Defined Benefit Pension and Other Postretirement Plans
              - an
              amendment of FASB Statements No. 87, 88, 106, and 132(R)* .
 This
              Statement applies to employers that sponsor single-employer defined
              benefit
              pension and other postretirement plans.
  22
   
 **LiveReel
              Media Corporation**
 **(Formerly
              Noble House Entertainment Inc.)**
 **(Canadian
              Dollars)**
 **June
              30,
              2006 and 2005**
  
 **17.**
                    **DIFFERENCES
                        BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
                        PRINCIPLES**(continued)
 
 The
              requirement to
              recognize the funded status of a benefit plan and the disclosure requirements
              for entities with publicly traded equity securities are effective as
              of the end
              of the fiscal year ending after December 15, 2006
 
 The
              Company
              currently does not have any defined benefit plan or any other post
              retirement
              plans. The Company will therefore determine the effect of future implementation
              of this new FAS, if and when it introduces any post retirement
              plans.
 
 **1** **8**   **PRESENTATION**
 
 Certain
              prior
              year’s amounts have been reclassified to conform to current
              presentation.
  
  
 23