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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 2009

or

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

For the transition period from [    ] to
[    ]

Commission file number 000-30299

LIGHTSCAPE TECHNOLOGIES
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 98-0217653                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|18/F., 318 Hennessy Road, W Square,                                  |                                     
|Wanchai, Hong Kong                                                   | 0000000                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code (852)
2546-1808

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.001(Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ 
 ]    No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ 
 ]    No [X]

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- 2 -

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 reports), and (2) has been subject
  to such filing requirements for the past 90 days. Yes [X]    No
  [   ]

Indicate by check mark whether the registrant has submitted electronically
  and posted on its corporate Web site, if any, every Interactive Data File required
  to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
  of this chapter) during the preceding 12 months (or for such shorter period
  that the registrant was required to submit and post such files). Yes [_] No
  [_]

Indicate by check mark if disclosure of delinquent filers pursuant
  to Item 405 of Regulation S-K is not contained herein, and will not be contained,
  to the best of registrants knowledge, in definitive proxy or information
  statements incorporated by reference in Part III of this Form 10-K or any amendment
  to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated
  filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
  company. See the definitions of large accelerated filer, accelerated
  filer and smaller reporting company in Rule 12b-2 of the Exchange
  Act.

|Large accelerated filer [   ] |                                                     | Accelerated
      filer                 
       [   ]
|----------------------------- | --------------------------------------------------- | -----------------------------------------------------
|Non-accelerated filer   [  
] | (Do not check if a smaller
      reporting company) | Smaller reporting company [X]                        

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]  
   No [X]

The aggregate market value of the voting and non-voting common
  equity held by non-affiliates (affiliates being, for these purposes only, directors,
  executive officers and holders of more than 10% of the registrants common
  stock) of the registrant on September 30, 2008 (the last business day of the
  registrants most recently completed second fiscal quarter) was $29,683,791.20
  based on 37,104,739 non-affiliate shares outstanding at $0.80 per share, which
  is closing price for the common stock as reported by the quotation service operated
  by the OTC Bulletin Board on September 30, 2008 (the last business day of the
  registrants most recently completed second fiscal quarter).

Indicate the number of shares outstanding of each of the registrants
  classes of common stock, as of the latest practicable date: 55,876,410 shares
  of common stock issued and outstanding as of June 30, 2009.

Documents incorporated by reference: none.

TABLE OF CONTENTS

PAGE
        
        NUMBERPART
      I
    3ITEM
      1. Business
    3ITEM
      1A. Risk Factors
    11ITEM
      1B. Unresolved Staff Comments
    22ITEM
      2. Properties
    22ITEM
      3. Legal Proceedings
    23ITEM
      4. Submission of Matters to a Vote of Security Holders
    23PART
      II
    23ITEM
      5. Market for Registrants Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
    23ITEM
      6. Selected Financial Data
    24ITEM
      7. Managements Discussion and Analysis of Financial Condition and Results
      of Operations
    24ITEM
      7A. Quantitative and Qualitative Disclosures About Market Risk
    32ITEM
      8. Financial Statements and Supplementary Data
    32


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PAGE
        
        NUMBERITEM 9. Changes in and Disagreements With Accountants on
      Accounting and Financial Disclosure
    70ITEM 9A(T). Controls and Procedures
    70ITEM 9B. Other Information
    71PART III
    71ITEM 10. Directors, Executive Officers and Corporate
      Governance
    71ITEM 11. Executive Compensation
    76ITEM 12. Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters
    78ITEM 13. Certain Relationships and Related Transactions,
      and Director Independence
    80ITEM 14. Principal Accounting Fees and Services
    81PART IV
    83ITEM 15. Exhibits, Financial Statement Schedules
    83


Lightscape Technologies Inc. - Form 10-K

Forward Looking Statements

This
annual report contains forward-looking statements as that term is defined in
Section 27A of the United States Securities Act of 1933 and Section 21E of the
United States Securities Exchange Act of 1934. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as may, should, intends,
expects, plans, anticipates, believes, estimates, predicts,
potential, or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors, which may cause our or our industrys actual results,
levels of activity or performance to be materially different from any future
results, levels of activity or performance expressed or implied by these
forward-looking statements.

Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
performance. Except as required by applicable law, including the securities laws
of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Use of Certain Defined Terms

In
this annual report and unless otherwise specified, all dollar amounts are
expressed in United States dollars, all references to common shares refer to
the common shares in our capital stock and the terms we, us and our refer
to Lightscape Technologies Inc. and our subsidiaries.

PART I

**ITEM
1.**          **BUSINESS.**

Company Overview

We
were incorporated under the laws of the State of Nevada under the name Legacy
Bodysentials Inc. on September 14, 1995. On September 25, 1996, we changed our
name to Legacy Minerals Inc. and on May 18, 1998, we changed our name to
Global Commonwealth Inc. On November 12, 1999, we changed our name to Global
Innovative Systems Inc. and on April 23, 2007, we changed our name to
Lightscape Technologies Inc. The name change became effective with the OTC
Bulletin Board at the opening for trading on April 23, 2007 under the new stock
symbol LTSC.

We
are a holding company for subsidiaries engaged in three main business
activities: (i) light-emitting diode (LED) out-of-home advertising, (ii) LED
solutions and (iii) other lighting source products. During the year

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ended March 31, 2009, approximately 0% of our revenue was
derived from our LED out-of-home advertising business, 72% from our LED
solutions business and 28% from other business.

LED Out-of-Home Advertising Business

We
design, install and operate LED out-of-home advertising billboards. We are
building and expanding our LED out-of-home advertising network (i) through
billboard installations which we complete and operate independently, and (ii)
through installations which we complete and operate through partnerships and/or
joint ventures with major property owners and developers in Asia. We generate
revenue by selling advertising space on our LED out-of-home media network to
advertisers. We have established and are continuing to establish advertising
sales channels for our LED out-of-home advertising network by forming strategic
partnerships with advertising agencies and other media industry partners.

We
signed a joint venture agreement on February 12, 2008 as part of our efforts to
build an LED out-of-home advertising network in the Peoples Republic of China
(the PRC or China). We entered this joint venture agreement with Beijing
Xintong Media & Cultural Development Co. Ltd. (BX). Pursuant to the terms
of the joint venture agreement, (i) the joint venture company will be named
Beijing Xintong New Vision Media Advertising Co. Ltd. (BXNV), (ii) our company
agreed to contribute to BXNV cash and an LED billboard for the joint ventures
initial installation within ninety business days of signing the agreement, and
(iii) in exchange for these contributions, our company will obtain 50.1%
ownership of BXNV, with the remaining 49.9% to be held by BX. The joint venture
formation process is ongoing. Certain details of the joint venture arrangement
are being finalized, including the process of completing the transfer of the
50.1% share ownership in BXNV from BX to our company (or one of our
subsidiaries), and other minor strategic and operational details. Management
does not believe that there are any material risks to our ultimate receipt of
50.1% ownership of BXNV as originally contemplated by the terms of the joint
venture agreement signed on February 12, 2008. Post-formation, we intend to
account for our 50.1% interest in the joint venture as a subsidiary in our
consolidated financial statements. As such, we will consolidate all profit and
loss, assets and liability items and eliminate the future minority shareholding
portion held by BX, in this case 49.9%, as a minority interest. We expect the
joint venture agreement to close before the end of December 2009.

The
operations of the joint venture company are anticipated to include the sourcing,
design installation, servicing and maintenance of large-sized LED billboards at
locations in China, and the securing of advertising contracts for advertising
and media content to be displayed on the LED screens. The joint venture plans to
target niche applications which are currently underserved by existing
competition. Target applications include the installation of LED billboards
averaging approximately 150 square meters (approximately 1,615 square feet) in
area located primarily on outdoor façade walls of shopping centers, hotels,
offices and other commercial buildings. The prime locations for the joint
ventures LED screens are major property developments owned by BXs parent the
New World Group.

In
addition to the pending joint venture agreement, our company has expanded its
out-of-home advertising network relationship with the New World Group by working
directly with New World Department Store China (NWDSC) properties throughout
mainland China. The first phase of the network build-out with NWDSC is expected
to include the installation of an LED billboard at each of nine sites across
four cities in China and is expected to be completed by September 2009.

The
primary end-user markets for the LED out-of-home advertising network are
expected to be major advertising agencies in China and Hong Kong, and individual
advertisers, such as major corporations and government entities, based in China
and Hong Kong. Demand for LED out-of-home advertising is primarily based on
clients desire to cost-effectively distribute advertisements to as large a
target market of viewers as possible. The joint ventures out-of-home
advertising network is expected to meet these demands through the large size of
the LED billboards and the location of the LED billboards in high-traffic
commercial and residential areas.

Our
company has formed strategic partnerships with Ogilvy & Mather Group, a
major advertising agency in Hong Kong, and LIME, a diversified media
conglomerate, to sell advertising space on our LED billboards. We are also in
the process of negotiating strategic partnership agreements and contracts with
other advertising agencies and advertisers for the sales of advertising space on
the LED billboard network.

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LED Solutions Business

During
2006, we entered the LED solutions business through two acquisitions of the
shares of Lightscape Technologies (Macau) Limited (Lightscape Macau). On
February 6, 2006, we incorporated Lightscape Macau as a joint venture company.
Initially, we held 50.4% of the issued and outstanding shares of Lightscape
Macau after the commencement of the joint venture. On September 29, 2006,
however, we acquired the remaining 49.6% of the issued and outstanding shares of
Lightscape Macau in consideration for the payment of $1,550 (MOP12,400) and the
issuance of 1,200,000 common shares by our company. Immediately upon the
acquisition of the remaining 49.6% interest, the 1,200,000 common shares were
delivered into escrow pursuant to an Escrow Agreement dated September 29, 2006
between Chan Albert Yee Tat, Luminous LED Technologies Limited, Tech Team
Development Limited and Clark Wilson LLP. The escrowed shares were to be held
and released to the vendors so long as the net profit of Lightscape Macau is not
less than $2,564,103 (HK$20,000,000) during the period from October 1, 2006 to
September 30, 2007. If the net profit of Lightscape Macau was less than
$2,564,103 (HK$20,000,000) during the period, a percentage of the common shares
currently held in escrow equal to the percentage of the shortfall in net profit
were to be released by the escrow agent for immediate cancellation by our
company, with the balance of the common shares to be released to the vendors. If
Lightscape Macau failed to generate any net profit during the period, all of the
escrowed shares were to be released by the escrow agent for immediate
cancellation by our company. Our company believes that Lightscape Macau failed
to generate any audited net profit during the period. We are in the process of
completing the procedure to have all of the escrowed shares released from escrow
and delivered to our company for cancellation.

During
2007, we also incorporated a wholly-owned subsidiary, Lightscape Technologies
(Greater China) Limited in Hong Kong to engage in the LED solutions business in
Hong Kong and China.

We
  operate in three principal lines of the LED products and services industry:
  (i) LED Systems, (ii) original equipment manufacturing (OEM) and
  Licensing, and (iii) LED Screen Rental Service.

Our
operations in the LED products and services industry focus on the use of
semiconductor devices, known as LEDs, as the primary light source. Compared to
conventional incandescent and fluorescent lamps, LEDs are designed to offer
superior efficiency, reliability and creative design versatility with the
additional benefits of lower energy consumption, prolonged operational life and
the non-use of mercury.

LED Systems

We
provide creative design, installation and digital control of high-specification
LED systems. Our system designs typically consist of various LED hardware
components sourced from third parties, including LED video panels, individual
LED modules and lighting fixtures of various sizes, intensities and color
capabilities, LED flood lights, spotlights, string lights, cove lights, light
tubes and light tiles, submersible LED lights, audio-visual equipment, and
related support hardware, cabling and accessories.

These
LED-based hardware components are integrated by our design team, installed and
then driven by our proprietary digital controller software system, the
Multimedia and Video Show Control System. This product is a user-friendly,
PC-based software system for the authoring, control and playback of intricate,
large-scale video, lighting and audio effects. This product has the ability to
simultaneously control up to four high-resolution LED video walls, an unlimited
number of multiplex channels, DMX universes, 0-10v analog channels, and RS-232
devices. The softwares graphical user interface and digital control
capabilities simplifies the process of creating and playing elaborate video,
lighting and multimedia effects through LED systems which may contain thousands
of individual addresses.

Our
LED systems are designed for both interior and exterior applications, and our
sales and marketing strategy targets clients demanding high-performance video
and color lighting systems. Demand for our LED systems is primarily based on our
end-user clients desire to add programmable video and/or dynamic lighting
effects to their properties in order to attract and retain customers, and/or to
differentiate and accentuate architectural elements. Demand is also driven by
clients desire for reliable, low-maintenance and energy-efficient video and
lighting design solutions.

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The
primary end-user markets for our LED systems include hospitality (casinos,
hotels, nightclubs), entertainment (concert halls, theaters, television
studios), retail (shopping centers, digital signage), high-end residential
(condominiums), architectural (public landmarks, fountains, office buildings),
and special exhibits (conventions, trade show booths). The geographical target
markets for our LED systems include Macau, Hong Kong, China and Singapore.

Our
LED systems are typically specified within a design plan developed by architects
or lighting designers engaged by the owner of an end-user project. Our sales
personnel work with the architects and lighting designers on the design process
to incorporate our LED systems. Our LED systems are then typically purchased by
general contractors or electrical contractors engaged by the owner of an
end-user project, or by the project owner directly. During installation of the
LED system, we provide on-site supervision to ensure that the LED hardware is
properly installed and operational. We also typically provide client training
services in the use of our digital controller software, and collaborate with
clients in using our software system to create customized video, lighting and
multimedia effects for playback on the installed LED system.

Our
LED systems are sold primarily by our internal sales team through established
relationships with architects, lighting designers and real estate development
owners. A core component of our sales teams approach is a focus on design
creativity, including the professional production of videos for each potential
client with animated renderings of the artistic vision for the clients
installed systems and the types of creative multimedia and lighting effects that
may be achieved.

OEM and Licensing

We
offer OEM and licensing of our proprietary digital controller software product,
the Multimedia and Video Show Control System. Our OEM business primarily targets
LED manufacturers and LED system designers which use our software system to
create and control video, lighting and multimedia effects for their own LED
systems, which are typically sold under their own brand name. We also license
our software system, primarily to owners of end-user projects which have
installed or rented our LED systems. Our OEM and licensing sales are primarily
made by our internal sales team and our geographical target markets include
Macau, Hong Kong, China and Singapore.

LED Rentals

We
provide rentals of LED-based hardware. The main products we rent include LED
video panels and LED video walls. Complementary products we rent include
individual LED fixtures of various sizes, intensities and color capabilities,
LED flood lights and spotlights. Demand for LED hardware rentals is primarily
based on clients desire to cost-effectively meet their short-term need for
dynamic video and lighting effects in order to deliver advertising, messaging
and/or dramatic lighting effects.

The
primary markets for LED rentals include corporate events (conventions,
conferences, trade shows, special exhibits), advertising companies (indoor and
outdoor digital signage), television and film productions, government (special
events), and live performances (theatre productions, music concerts). Our LED
rental sales are primarily made by our internal sales team and our geographical
target markets currently include Macau and Hong Kong.

Other Business

Through
our 76.8% ownership of Beijing Illumination (Hong Kong) Limited (Beijing
Illumination), we research, develop, manufacture and sell lighting source
products. Beijing Illumination, through its wholly-owned subsidiary Beijing
Aihua New Enterprise Lighting Appliance Company Limited (Beijing Aihua),
manufactures and sells high-intensity discharge (HID) lighting products
including metal halide lamps and high-pressure sodium lamps.

Compared
to conventional incandescent and fluorescent lamps, HID lamps produce a much
larger quantity of light in a relatively small package. Customer demand for
Beijing Illuminations products is primarily driven by

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the ability of HID lamps to generally offer superior
efficiency, luminosity, reliability and versatility with the additional benefit
of low energy consumption in comparison with conventional incandescent or
fluorescent lamps.

Beijing
Illuminations HID lamps are used within a wide variety of industrial,
governmental, commercial and residential applications. Metal halide lamps are
used primarily for indoor and outdoor lighting of factories, warehouses,
industrial plants, airports, sports stadiums, supermarkets, shopping centers,
underground parkades and residential buildings. Main applications for
high-pressure sodium lamps include street lighting, subway systems, courtyard
lighting and general outdoor lighting. Xenon lamps are used within the
manufacturing of automobile headlights. Special application HID lamps consist
primarily of multi-color lamps which are used in specialized applications such
as aquariums, hydroponics, outdoor decorative lighting of buildings, bridges and
other large architectural structures, and indoor decorative lighting for
theatres and other entertainment venues. The primary applications for ultra
high-pressure mercury lamps are as key components within light-weight digital
crystal projectors and rear projection televisions.

Beijing
Illuminations internal sales team and sales agents sell its lighting products
through a variety of sales channels including manufacturers, wholesalers,
distributors, contractors, and directly to end-users. The primary geographical
markets for Beijing Illuminations products are China, Hong Kong, Macau,
Singapore, India and the United States.

Competition

Each
of our operating businesses faces intense competitive pressures within its
respective markets. Such competition may come from domestic and international
operators. While our businesses are managed with the objective of achieving
sustainable growth over the long-term through developing and strengthening
competitive advantages, many factors, including market and technology changes,
may erode competitive advantages or prevent their strengthening. Accordingly,
future operating results will depend to some degree on whether our operating
subsidiaries are successful in protecting or enhancing their competitive
advantages.

LED Out-of-Home Advertising Business

Our
LED out-of-home advertising business competes with other China-based out-of-home
audiovisual media network providers, including Focus Media Holding Ltd., Clear
Media Limited and TOM Group Limited. These companies have large, established
out-of-home advertising networks and sales channels, and substantially greater
resources to devote to building and maintaining out-of-home advertising networks
and securing advertising contracts than we do. Our competitive advantages
include: our joint venture partners subsidiary relationship with the New World
Group, which is expected to enhance the ability of the joint venture to locate
LED billboards on high-traffic buildings in prime locations owned by the New
World Group, and to enhance its ability to navigate and comply with applicable
government regulations; the large-size of our planned LED billboard
installations (averaging approximately 150 square meters or 1,615 square feet in
area); and our experience in the sourcing, installation and digital control of
large-size LED video walls.

LED Solutions Business

Our
LED systems, OEM software and LED rental service compete with video and lighting
products utilizing traditional lighting technology provided by many vendors. In
the high-performance video and color lighting markets in which we have primarily
competed to date, competition has largely been fragmented among a number of
small manufacturers of LED systems and designers of LED-based lighting
solutions. However, we are increasingly experiencing competition from larger,
more established companies, including those in the general lighting industry
such as Koninklijke Philips Electronics NV which have established and expanded
business units competing in the LED systems market. These companies have global
marketing capabilities and substantially greater resources to devote to research
and development and other aspects of the development, manufacture, marketing,
design and installation of LED systems and rentals of LED hardware than we do.
Our competitive advantages include: our focus on providing artistic, creative
and customized LED solutions which meet clients demands for both architectural
enhancements and energy-efficiency; our established supply chain to OEM
manufacturers of low-cost, high-quality LED hardware; and our proprietary
digital controller software system capable of creating customized video,
lighting and multimedia effects for playback on installed LED systems.

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Other Business

There
are currently about 6 to 8 manufacturers of electric arc tubes of metal halide
lamps and approximately 30 manufacturers of electric arc tubes of high-pressure
sodium lamps in the PRC. We compete in this business as a low-cost
manufacturer.

Raw Materials and Principal Suppliers

The
primary hardware required for the operation of our LED out-of-home advertising
and LED solutions businesses consists of LED billboards and video panels,
individual LED modules and fixtures of various sizes, intensities and color
capabilities, LED flood lights, spotlights, string lights, cove lights, light
tubes and light tiles, submersible LED lights, audio-visual equipment, and
related support hardware, cabling and accessories. We purchase our LED-based
hardware primarily from third party manufacturers who build these components
according to our design and technical specifications. We select component
suppliers based on price and quality. Maintaining a steady supply of our
LED-based hardware is important to our operations and the growth of our LED
solutions business, including our LED out-of-home advertising network. We also
develop and integrate proprietary software to drive the authoring, control and
playback of content on our LED billboards and our other LED-based systems.

Two
OEMs in China were the major suppliers of LED hardware for our LED-based
business during the year ended March 31, 2009. There are many qualified
alternative suppliers for our equipment, and our obligation to our current
suppliers is not exclusive. We have never experienced any material delay or
interruption in the supply of our LED hardware.

The
primary hardware used in the manufacture of our lighting source products
includes lighting ballasts, capacitors, arc tubes and glass bulbs. We purchase
component parts from third party wholesale distributors. We select component
suppliers based on price and quality. Our company is not materially dependent
upon any one supplier for component parts used in the manufacture of our
lighting source products, and at the present time, raw materials and components
are in adequate supply.

Significant Customers

Approximately
20.1% of our total revenue was derived from the sale of LED systems to one
customer during the year ended March 31, 2009.

Intellectual Property

Patents and Trademarks

Our
patents granted, patents pending and registered trademarks are as follows:

Name
    Type
    ID
      No.
    Owner
    JurisdictionMulti Media & Video Show Control System
    Patent
    HK1105528
    Grandplex Development Limited
    Hong KongFX Glass
    Patent
    HK1105525
    Grandplex Development Limited
    Hong KongInteractive LED System
    Patent
    HK1105529
    Grandplex Development Limited
    Hong KongEnergy saver
    Patent
    Application Pending
    Grandplex Development Limited
    ChinaMulti Media & Video Show Control System
    Patent Cooperation Treaty
    Application Pending
    Grandplex Development Limited
    n/a


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Name
    Type
    ID
      No.
    Owner
    JurisdictionFX Glass
    Patent Cooperation Treaty
    Application Pending
    Grandplex Development Limited
    n/aLIGHTSCAPE TECHNOLOGIES
    Trademark
    300850888
    Tech Team Investment Limited
    Hong KongLIGHTSCAPE TECHNOLOGIES
    Trademark
    028764-028768
    Tech Team Investment Limited
    MacauLIGHTSCAPE TECHNOLOGIES
    Trademark
    T0708254F T0708255D T0708257J
    Tech Team Investment Limited
    SingaporeLIGHTSCAPE TECHNOLOGIES
    Trademark
    Application Pending
    Tech Team Investment Limited
    USA, EU, ChinaECO-PRO
    Trademark
    2000B14800
    Grandplex Development Limited
    Hong KongECO-PRO
    Trademark
    TM161948
    Grandplex Development Limited
    ThailandECO-PRO
    Trademark
    1603844
    Grandplex Development Limited
    EUECO-PRO
    Trademark
    N/005833
    Grandplex Development Limited
    Macau


Domain Names

We
own and operate the duly registered internet domain names: www.lightscapetech.com.hk and www.techteam.com.hk. The information contained in our
websites does not form part of this annual report. Our company makes available,
on or through our websites, our annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and amendments to those reports after
they are electronically filed or furnished to the Securities and Exchange
Commission.

Additionally,
any document filed by us, including this annual report on Form 10-K, may be
viewed at the Securities and Exchange Commissions public reference room, 100 F
Street NE, Washington, D.C. 20549. Please call the Securities and Exchange
Commission at 1-800-732-0330 for further information about its public reference
room. These Securities and Exchange Commission filings are also available to the
public at the Securities and Exchange Commissions website at www.sec.gov.

Government Regulation

Our
LED out-of-home advertising business is subject to compliance with certain
government regulations in the PRC. We operate our LED out-of-home advertising
business in the PRC under a regulatory regime consisting of the State Council,
which is the highest authority of the executive branch of the PRC central
government, and ministries and agencies under its authority including the State
Administration for Industry and Commerce, or SAIC.

The
principal regulations governing outdoor advertising businesses in the PRC
include:

- The Advertising Law (1994);
- The Advertising Administrative Regulations (1987);
- The Implementing Rules for the Advertising Administrative Regulations
  (2004); and

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- 10 -

- The Outdoor Advertising Registration Administrative Regulations (1995).

Regulation of Business Licenses for Advertising
Operations

Companies
engaged in advertising activities must obtain from the SAIC or its local
branches a business license which specifically includes operating an advertising
business within its business scope. Companies conducting advertising activities
without such a license may be subject to penalties, including fines,
confiscation of advertising income and orders to cease advertising operations.
The business license of an advertising company is valid for the duration of its
existence, unless the license is suspended or revoked due to a violation of any
relevant law or regulation. Our company, our subsidiaries and/or our joint
venture company have obtained or are in the process of obtaining such business
licenses from the local branches of the SAIC as required by the existing PRC
regulations. We do not expect to encounter any material difficulties in
obtaining or maintaining our required business licenses for the operation of our
LED out-of-home advertising business in the PRC.

Regulation of Out-of-Home Advertising

The
Advertising Law stipulates that the exhibition and display of out-of-home
advertisements must not:

- utilize traffic safety facilities and traffic signs;
- impede the use of public facilities, traffic safety facilities and traffic
  signs;
- obstruct commercial and public activities or create an eyesore in urban
  areas;
- be placed in restrictive areas near government offices, cultural landmarks
  or historical or scenic sites; and
- be placed in areas prohibited by the local governments from having
  out-of-home advertisements.

In
addition, The Outdoor Advertising Registration Administrative Regulations
stipulate that outdoor advertisements in China must be registered with the local
SAIC before dissemination. Advertising distributors are required to submit a
registration application form and other supporting documents for registration,
including the content of the proposed outdoor advertisement. After review and
examination, if an application complies with the requirements, the local SAIC
will issue an Outdoor Advertising Registration Certificate for such
advertisement. Our company, our subsidiaries and/or our joint venture company
have obtained or are in the process of obtaining such Outdoor Advertising
Registration Certificates for the advertisements displayed and intended to be
displayed on our LED out-of-home advertising billboards. We do not expect to
encounter any material difficulties in obtaining or maintaining our required
certificates for the dissemination of out-of-home advertisements in the PRC.

The
placement and installation of LED billboards is subject to municipal zoning laws
and governmental approvals. Our company, our subsidiaries and/or our joint
venture company have obtained or are in the process of obtaining such municipal
government approvals for each of our LED out-of-home advertising billboards
currently installed or planned to be installed in the PRC. We do not expect to
encounter any material difficulties in obtaining or maintaining our required
government approvals for the installation or operation of our LED out-of-home
advertising billboards in the PRC

Regulation of Advertising Content

PRC
advertising regulations stipulate certain content requirements for
advertisements in the PRC, which include prohibitions on misleading content,
superlative wording, socially destabilizing content or content involving
obscenities, superstition, violence, discrimination or infringement of the
public interest. Advertisements for anaesthetic, psychotropic, toxic or
radioactive drugs are prohibited. It is prohibited to disseminate tobacco
advertisements via broadcast media. It is also prohibited to display tobacco
advertisements in any public area. There are also specific restrictions and
requirements regarding advertisements that relate to matters such as patented
products or processes, pharmaceuticals, medical instruments, agrochemicals,
foodstuff, alcohol and cosmetics. In

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addition, all advertisements relating to pharmaceuticals,
medical instruments, agrochemicals and veterinary pharmaceuticals advertised
through out-of-home forms of media, together with any other advertisements which
are subject to censorship by administrative authorities according to relevant
laws and administrative regulations, must be submitted to the relevant
administrative authorities for content approval prior to dissemination. We do
not believe that advertisements containing content subject to restriction or
censorship will comprise a material portion of the advertisements expected to be
shown on our LED out-of-home advertising billboard network.

Advertising
operators and distributors are required by PRC advertising regulations to ensure
that the content of the advertisements they distribute are in full compliance
with applicable law. In providing advertising services, advertising operators
and distributors must review the prescribed supporting documents provided by
advertisers for advertisements and verify that the content of the advertisements
comply with applicable PRC laws and regulations. In addition, prior to
distributing advertisements for certain commodities which are subject to
government censorship and approval, advertising distributors are obligated to
ensure that such censorship has been performed and approval has been obtained.
Violation of these regulations may result in penalties, including fines,
confiscation of advertising income, orders to cease dissemination of the
advertisements and orders to publish an advertisement correcting the misleading
information. In circumstances involving serious violations, the SAIC or its
local branches may revoke violators licenses or permits for advertising
business operations. Furthermore, advertisers, advertising operators or
advertising distributors may be subject to civil liability if they infringe on
the legal rights and interests of third parties in the course of their
advertising business.

We
intend to employ (or access through our joint venture relationship) qualified
inspectors specifically trained to review advertising content for compliance
with relevant PRC laws and regulations.

Research and Development

Our
company spent $6,792 on research and development activities among all of our
subsidiaries during the year ended March 31, 2009, as compared to $133,000 spent
during the year ended March 31, 2008.

Within
our LED solutions business, our software engineers develop and improve upon
high-end digital software controllers which integrate the control of video,
lighting, electrical and mechanical devices within our LED systems. Our product
engineers also develop customized, innovative LED lighting products such as LED
lighting tubes to enhance lighting distances and customized LED lighting
fixtures for use in our LED lighting systems.

Within
our lighting source products business,we have engaged in a joint
venture with U.S. based research and development house eeLe Laboratories (LLC)
for collaborative research and development of new lighting source products, such
as front and rear projection display systems and fiber optic lighting.

Compliance with Environmental Laws

To
our knowledge, neither the production nor the sale of our products constitute
activities or generate materials, in a material manner, that requires compliance
with federal, state or local environmental laws in any jurisdictions of our
operation.

Employees

On
a consolidated basis among all of our subsidiaries, our company had a total of
177 employees as of March 31, 2009, all of which were full-time employees. As of
March 31, 2009, Bondy Tan was the sole employee of Lightscape Technologies Inc.
Mr. Tan is the President and Chief Executive Officer of Lightscape Technologies
Inc. Of these employees, none are covered by collective bargaining agreements.

**ITEM
1A.**        **RISK
FACTORS**

Much
of the information included in this annual report includes or is based upon
estimates, projections or other forward-looking statements. Such forward-looking
statements include projections or estimates made by us and our management in
connection with our business operations. While these forward-looking statements,
and any assumptions upon which they are based, are made in good faith and
reflect our current judgment regarding the

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- 12 -

direction of our business, actual results will almost always
vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein.

Such
estimates, projections or other forward-looking statements involve various risks
and uncertainties as outlined below. We caution the reader that important
factors in some cases have affected and, in the future, could materially affect
actual results and cause actual results to differ materially from the results
expressed in any such estimates, projections or other forward-looking
statements. Prospective investors should consider carefully the risk factors set
out below.

Risks Related to Our Business

Our limited operating history makes it difficult to evaluate
our future prospects and results of operations.

We
have a limited operating history. Accordingly, you should consider our future
prospects in light of the risks and uncertainties experienced by early stage
companies in evolving markets such as the growing market for LED out-of-home
advertising and LED systems inthe PRC. Some of these risks and
uncertainties relate to our ability to:

- attract new customers and increase spending per customer;
- increase awareness of our brand and continue to develop customer loyalty;
- respond to competitive market conditions;
- respond to changes in our regulatory environment;
- manage risks associated with intellectual property rights;
- maintain effective control of our costs and expenses;
- raise sufficient capital to sustain and expand our business; and
- attract, retain and motivate qualified personnel.

If
we are unsuccessful in addressing any of these risks and uncertainties, our
business may be materially and adversely affected.

We may require additional financing, the availability of
which cannot be assured, and if our company is unable to obtain such financing,
our business may fail.

Our
business plan calls for expenses, working capital and capital expenditures
necessary to continue the build-up of our LED out-of-home advertising network
and to complete supply and build contracts for LED systems. However, there is no
assurance that actual cash requirements will not exceed our estimates. We may
need to raise additional funds to:

- support our planned rapid growth;
- develop new or enhanced services and technologies;
- increase our marketing efforts;
- acquire complementary businesses or technologies; and/or
- respond to competitive pressures or unanticipated requirements.

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- 13 -

We
depend to a large extent on outside capital over the near-term to fund our
capital needs. Such outside capital may be obtained from additional debt or
equity financing. We do not currently have any arrangement for financing and
there is no assurance that capital will be available to meet our continuing
development costs or, if the capital is available, that it will be on terms
acceptable to us. Disruptions in financial markets and challenging economic
conditions have affected and may continue to affect our ability to raise
capital. The issuance of additional equity securities by us would result in a
dilution in the equity interests of our current stockholders. Obtaining
commercial loans, assuming those loans would be available, would increase our
liabilities and future cash commitments. If we are unable to obtain financing in
the amounts and on terms deemed acceptable to us, we may be unable to implement
our business and growth strategies, respond to changing business or economic
conditions, withstand adverse operating results, consummate desired acquisitions
or compete effectively.

Our operations are cash intensive and our business could be
adversely affected if we fail to maintain sufficient levels of working capital.

We
expend a significant amount of cash in our operations, principally to fund our
procurement of LED-based hardware. Our suppliers typically require payment in
full within 30-60 days after delivery, although some of our suppliers provide us
with credit. In turn, we typically require our customers to make payment in full
on delivery, although we offer some of our long-standing customers credit terms.
We generally fund most of our working capital requirements out of cash flow
generated from operations. Accordingly, if we fail to generate sufficient
revenues from our sales, or if we experience difficulties collecting our
accounts receivable, we may not have sufficient cash flow to fund our operating
costs and our profitability and results of operations could be adversely
affected.

Our operating results may fluctuate from period to period
and if we fail to meet market expectations for a particular period, our share
price may decline.

Our
operating results have fluctuated from period to period and are likely to
continue to fluctuate as a result of a wide range of factors, including a
historical reliance on non-recurring revenue streams. For example, our provision
of LED systems generally consists of large-scale, one-off supply and build
contracts completed for large property developments. Interim reports may not be
indicative of our performance for the year or our future performance, and
period-to-period comparisons may not be meaningful due to a number of reasons
beyond our control. We cannot assure you that our operating results will meet
the expectations of market analysts or our investors. If we fail to meet their
expectations, there may be a decline in our share price.

If there are any interruptions to or a decline in the
quality of our LED hardware supply channels, our sales could be materially and
adversely affected.

LED
video screens, modules and lighting hardware are the principal component parts
used in our sales. We procure all of our LED hardware from a number of
third-party manufacturers. Our third-party suppliers may not continue to be able
to provide an adequate supply of LED hardware to satisfy our present and future
sales needs. The supply of LED video screens, modules and lighting hardware is
dependent on the output of OEM LED manufacturers. Our current suppliers may not
be able to provide LED video screens, modules and lighting hardware of
sufficient quality to meet our quality control requirements. Any interruptions
to or decline in the amount or quality of our LED hardware supply could
materially disrupt our sales and adversely affect our business. We are
vulnerable to increases in the price of raw materials (particularly of LED
modules and video screens) and other operating costs. If the costs of raw
materials or other costs of sales and distribution of our products and services
increase, and we are unable to entirely offset these increases by raising prices
of our products and services, our profit margins and financial condition could
be adversely affected.

We operate in a highly-competitive industry and our failure
to compete effectively may adversely affect our ability to generate revenue.

Management
is aware of similar products and services which compete directly with our LED
out-of-home advertising and LED systems, and some of the companies developing
and offering these similar products and services have greater financial,
technical and marketing resources, larger LED out-of-home advertising and LED
system distribution networks, and greater brand name recognition than we do.
These companies may develop

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- 14 -

products and services superior to those of our company. Such
competition will potentially affect our chances of achieving profitability in
the future.

This
may place us at a disadvantage in responding to our competitors pricing
strategies, technological advances, marketing campaigns, alliances and other
initiatives. Some of our competitors conduct more extensive promotional
activities and offer lower prices to customers than we do, which could allow
them to gain greater market share or prevent us from increasing our market
share. In the future, we may need to decrease our prices if our competitors
continue to lower their prices. Our competitors may be able to respond more
quickly to new or changing opportunities, technologies and customer
requirements. Further, to the extent our competitors are able to attract and
retain customers based on product and/or price advantages, our business and
ability to grow could be adversely affected in a material manner. To be
successful, we must establish and strengthen our brand awareness, effectively
differentiate our product and service lines from those of our competitors and
build our strategic partnerships. To achieve this we may have to substantially
increase marketing activities and expenses in order to compete effectively.

Our failure to maintain existing relationships or to obtain
new relationships with companies that allow us to access desirable locations
where we plan to operate our LED out-of-home advertising billboards could harm
our growth potential and our ability to increase our revenues.

Our
ability to generate future revenues from LED out-of-home advertising sales
depends largely upon our ability to secure desirable locations for the
installation and operation of our large-scale out-of-home LED billboards. This,
in turn, requires that we develop and maintain joint venture, strategic and/or
other business relationships with property owners and developers which own the
targeted locations suitable to place our LED billboards. If we are unable to
maintain our existing relationships or to form new relationships with property
owners and developers, our ability to install and operate LED out-of-home
billboards would be negatively impacted. In turn, advertisers may not find
advertising on our LED out-of-home billboards attractive and may not wish to
purchase advertising time slots on our network, which would have a material
negative impact on our ability to grow future revenues.

If we are unable to attract advertisers to advertise on the
LED out-of-home advertising network we are building, we will be unable to
generate advertising fees, which could negatively affect our ability to grow
revenues.

The
fees we can charge advertisers for time slots on our LED billboard network
depends on the size and quality of our LED billboard network and the demand by
advertisers for advertising time on our network. Advertisers will choose to
advertise on our LED network in part based on the size of our network and the
desirability of the locations where we operate our LED out-of-home billboards.
If we fail to maintain or to increase the number of locations and LED billboards
in our network, advertisers may be unwilling to purchase time on our network
which could negatively affect our ability to grow our revenues in the
future.

We may be subject to government actions based on the content
displayed on and the locations of the LED billboards in the LED out-of-home
advertising network we are building in China.

In
China, The Outdoor Advertising Registration Administrative Regulations stipulate
that out-of-home advertisements in China must be registered with the local State
Administration for Industry and Commerce (SAIC), before dissemination.
Advertising distributors are required to submit a registration application form
and other supporting documents for registration, including the content of the
proposed out-of-home advertisement. Our company, our subsidiaries and/or our
joint venture company have obtained or are in the process of obtaining such
Outdoor Advertising Registration Certificates for the advertisements displayed
and intended to be displayed on our LED out-of-home advertising billboards.
However, we may be subject to government action if advertisements shown on our
out-of-home LED network are in violation of relevant PRC advertising laws and
regulations or that the advertisements broadcast on our network have not
received required approval from the relevant local supervisory bodies.

In
addition, the placement and installation of LED billboards in China is subject
to municipal zoning laws and governmental approvals. Our company, our
subsidiaries and/or our joint venture company have obtained or are in the
process of obtaining such municipal government approvals for each of our LED
out-of-home advertising billboards currently installed or planned to be
installed in the PRC. If our existing or future LED billboards are

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- 15 -

installed in violation of municipal zoning laws or without the
required government approvals and are required to be removed, it would diminish
the attractiveness of our LED out-of-home advertising network for advertisers
and adversely affect our ability to sell advertising space on our network which
would in turn adversely affect our ability to grow future revenues.

Rapid technological changes in our industry could render our
products non-competitive or obsolete and consequently affect our ability to
generate revenues.

Currently,
we derive a majority of our revenues from the sale of LED systems and lighting
source products. We expect to derive a greater proportion of future revenues
from our LED out-of-home advertising business. Each of these industries in which
we are active are characterized by rapid technological change, new products and
services, new sales channels, evolving industry standards and changing client
preferences. Our success will depend, in part, upon our ability to make timely
and cost-effective enhancements and additions to our technology and to introduce
new products and services that meet customer demands. We expect new products and
services to be developed and introduced by other companies that compete with our
products and services. The proliferation of new LED products and services in our
markets may reduce demand for our LED products and services. In addition, the
rapid technological advancements in HID lighting products may render our current
lighting source products obsolete. There can be no assurance that we will be
successful in responding to these or other technological changes, to evolving
industry standards or to new products and services offered by our current and
future competitors. In addition, we may not have access to sufficient capital
for our research and development needs in order to develop new products and
services.

We could lose our competitive advantages if we are not able
to protect our proprietary technology and intellectual property rights against
infringement, and any related litigation could be time-consuming and costly.

Our
success and ability to compete depends in part on our proprietary technology
incorporated in our products and solutions, such as our Multimedia and Video
Show Control System used for the authoring, control and playback of content on
our LED advertising billboards and LED systems. If any of our competitors copy
or otherwise gain access to our proprietary technology or develop similar
technologies independently, we would not be able to compete as effectively. We
consider our patents and trademarks invaluable to our ability to continue to
develop and maintain the goodwill and recognition associated with our brands.
The measures we take to protect the proprietary technology, and other
intellectual property rights, which presently are based upon a combination of
patent, trademark and trade secret laws, may not be adequate to prevent their
unauthorized use. Further, the laws of foreign countries may provide inadequate
protection of such intellectual property rights. We may need to bring legal
claims to enforce or protect such intellectual property rights. Any litigation,
whether successful or unsuccessful, could result in substantial costs and a
diversion of corporate resources. In addition, notwithstanding any rights we
have secured to our intellectual property, other persons may bring claims
against us claiming that we have infringed on their intellectual property
rights, including claims that our intellectual property rights are not valid.
Any claims against us, with or without merit, could be time-consuming and costly
to defend or litigate, divert our attention and resources, result in the loss of
goodwill associated with our trademarks or require us to make changes to our
technologies.

We may not be able to hire and retain qualified personnel to
support our growth and if we are unable to retain or hire such personnel in the
future, our ability to improve our products and implement our business
objectives could be adversely effected.

To
continue our growth, we will need to recruit additional senior management
personnel, including persons with financial and sales experience. In addition,
we must hire, train and retain a number of other skilled personnel, including
persons with experience in LED system design, creative lighting design,
development of intelligent LED control software, electrical engineering and
operations. Intense competition for these personnel could cause our compensation
costs to increase significantly, which could have a material adverse effect on
our results of operations. Our future success and ability to grow our business
will depend in part on the continued service of these individuals and our
ability to identify, hire and retain additional qualified personnel. If we are
unable to attract and retain qualified employees, we may be unable to meet our
business and financial goals.

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- 16 -

We
are highly dependent on our senior management to manage our business and
operations. In particular, we rely substantially on our chief executive officer,
Mr. Bondy Tan, to manage our operations. In addition, we also rely on design,
engineering, sales and marketing personnel with technical and industry knowledge
to market, sell and install our products and services. We do not maintain key
man life insurance on any of our senior management or key personnel. The loss of
any one of them, in particular Mr. Tan, would have a material adverse effect on
our business and operations. Competition for senior management personnel is
intense and the pool of suitable candidates is limited. We may be unable to
locate a suitable replacement for any senior management personnel that we lose.
In addition, if any member of our senior management joins a competitor or forms
a competing company, they may compete with us for customers, business partners
and other key professionals and staff members of our company.

Our company is subject to sales channel risk due to a
concentration of sales to a limited number of customers and any significant
interruption from these customers may have a material adverse effect on our
company.

Approximately
20.1% of our revenue was contributed from one customer for the year ended March
31, 2009. If this or any of our customers ceased doing business with our
company, we would require time to find other customers. If we lose these
customers or are unable to generate recurring revenues from these customers,
there would be a negative impact on our overall performance. We have not entered
into long-term supply contracts with any of these major customers. Therefore,
there can be no assurance that we will maintain or improve the relationships
with these customers, or that we will be able to continue to supply these
customers at current levels or at all. If we cannot maintain long-term
relationships with our major customers, the loss of a significant portion of our
sales to them could have an adverse effect on our business, financial condition
and results of operations.

Our company is subject to the credit risk of our customers,
which could have a material adverse effect on our financial condition, results
of operations and liquidity.

We
are subject to the credit risk of our customers. Businesses that are good credit
risks at the time of sale may become bad credit risks over time. In times of
economic recession, the number of our customers who default on payments owed to
us tends to increase. If we fail to adequately assess and monitor our credit
risks, we could experience longer payment cycles, increased collection costs and
higher bad debt expenses. Additionally, to the degree that the ongoing turmoil
in the credit markets makes it more difficult for some customers to obtain
financing, those customers ability to pay could be adversely impacted, which in
turn could have a material adverse impact on our business, operating results,
and financial condition.

Our growth could be impaired if we do not successfully
handle certain risks associated with international business.

There
are risks inherent in doing business in international markets, including:

- fluctuations in currency exchange rates;
- difficulties in staffing and managing foreign operations;
- changes in regulatory requirements, tariffs and other trade barriers;
- potential adverse tax consequences; and
- inadequate protection for intellectual property rights.

One
or more of these factors may make it difficult for us to fully implement our
international business strategies and may have a material adverse effect on our
current or future international operations.

The current economic environment has adversely affected
business spending patterns, which may have an adverse effect on our business.

The
disruptions in the financial markets and challenging economic conditions have
adversely affected the world economy, and in particular, reduced spending by
businesses. Our operating results in one or more segments may be affected by
these uncertain or changing economic conditions and spending patterns. If our
customers delay

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- 17 -

or cancel spending on LED out-of-home advertising, LED
solutions and/or other lighting source products, that decision could result in
reductions in sales of our products and services, longer sales cycles and
increased price competition. There can be no assurances that government
responses to the disruptions in the financial and economic markets will restore
spending to previous levels. If global economic and market conditions remain
uncertain or persist, spread, or deteriorate further, we may experience material
impacts on our business, operating results, and financial condition.

We derive a substantial portion of our revenues from sales
in the PRC and any downturn in the Chinese economy could have a material adverse
effect on our business and financial condition.

A
substantial portion of our revenues are generated from sales in the PRC. We
anticipate that revenues from sales of our products and services in the PRC will
continue to represent a substantial proportion of our total revenues in the near
future. Any significant decline in the condition of the PRC economy could, among
other things, adversely affect consumer buying power and discourage the purchase
of our products and services, which in turn would have a material adverse effect
on our revenues and profitability.

Any changes in the political and economic policies of, or
any new regulations implemented by, the Chinese government could affect, or even
restrict, the operation of our business and our ability to generate revenues.

Our
business is currently focused on the sale of LED out-of-home advertising and LED
products and services in China. Accordingly, our business, results of operations
and financial condition are affected to a significant degree by any economic,
political and legal developments in China.

Since
the late 1970s, the Chinese government has been reforming its economic system.
Although we believe that economic reform and the macroeconomic measures adopted
by the Chinese government has had and will continue to have a positive effect on
the economic development in China, there can be no assurance that the economic
reform strategy will not from time to time be modified or revised. Some
modifications or revisions, if any, could have a material adverse effect on the
overall economic growth of China and the development of specialty lighting
products and services in China. Any such changes would have a material adverse
effect on our business. Furthermore, there is no guarantee that the Chinese
government will not impose other economic or regulatory controls that would have
a material adverse effect on our business. Any changes in the political,
economic and social conditions in China, adjustments in policies by the Chinese
government or changes in laws and regulations on the sale of LED out-of-home
advertising or LED products and services could affect the manner in which we
operate our business and restrict or prohibit transactions initiated or
conducted by our company. Any such changes or new regulations could affect our
ability to develop and sell our products and therefore affect our ability to
generate revenues.

Our company is subject to foreign exchange rate risk,
particularly fluctuations in the exchange rate between Chinese Renminbi and
United States dollars and between Singapore dollars and United States
dollars.

Our
company may enter sales transactions denominated in Chinese Renminbi and
Singapore dollars. While Singapore dollars are free from to exchange control,
with free conversion of currency, the PRC State Administration for Foreign
Exchange, under the authority of the Peoples Bank of China, controls the
conversion of Renminbi into foreign currencies. The principal regulation
governing foreign currency exchange in China is the Foreign Currency
Administration Rules (1996), as amended. Under the Rules, once various
procedural requirements are met, Renminbi is convertible for current account
transactions, including trade and services, but not for capital account
transactions, including direct investment, loan or investment in securities
outside China, unless the prior approval of the State Administration of Foreign
Exchange of the PRC is obtained. Although the Chinese government regulations now
allow greater convertibility of Renminbi for current account transactions,
significant restrictions still remain.

The
value of the Renminbi is subject to changes in Chinas central government
policies and to international economic and political developments affecting
supply and demand in the China Foreign Exchange Trading System market. The
Renminbi is moved to a managed floating exchange rate based on market supply and
demand with reference to a basket of foreign currencies. The recent global
financial crisis may lead to drastic and unanticipated fluctuations in the
exchange rates of Renminbi and Singapore dollars, which may affect our company
through either

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- 18 -

foreign exchange gains or losses to be accounted for in the
statement of operations, and which may materially affect our operating results
and financial position.

New or changing government policies or regulations related
to the LED out-of-home advertising or LED products and services industries in
our markets may have an adverse effect on our operations and may require our
company to modify our business plan.

Our
management oversees trends in our market industries by accessing available
market information, including updated governmental policies and regulations
related to such industries from time to time, particularly the LED out-of-home
advertising industry in China. Both short and long-term changes in governmental
policies or regulations affecting the LED out-of-home advertising or LED
products and services industries may trigger our company to take appropriate
measures to re-position our company to achieve our business plan or alter the
business plan as a whole. We cannot assure that our company will be able to
adapt to changing policies and regulations efficiently in order to maintain the
currently anticipated level of business, results of operations or financial
condition.

If LED-based hardware does not achieve greater market
acceptance, prospects for our growth and profitability may be limited.

Our
companys future success depends on increased market acceptance of LED-based
hardware. Potential customers for LED-based hardware may be reluctant to adopt
LED video and lighting hardware as an alternative to traditional light source
technology because of its higher initial cost and relatively low light output in
comparison with the most powerful traditional lighting sources, or because of
perceived risks relating to LED technologys novelty, complexity, reliability
and quality, usefulness and cost-effectiveness when compared to other lighting
sources available in the market. These factors could adversely affect demand for
our companys LED out-of-home advertising billboards and/or our LED systems. If
acceptance of LED-based hardware does not continue to grow, opportunities to
increase our revenues and operate profitably may be limited.

If advances in LED technology do not continue, we may be
unable to increase our penetration of our existing markets or expand into new
markets.

Our
company does not design or manufacture LEDs or individual LED modules. Our
ability to continue penetrating our existing markets and to expand into new
markets depends on continued advancements in the design and manufacture by
others of LEDs and LED modules. In the LED out-of-home billboard advertising and
high-performance LED color lighting markets that we currently serve, we rely on
continued improvements in the brightness, efficiency and initial cost of color
LEDs. The continued development of LED technologies depends on other companies
research and is out of our control. If advancements in LED technologies occur at
a slower pace than we anticipate, or fail to occur at all, we may be unable to
penetrate additional markets, our revenues would be significantly reduced, and
our future prospects for success may be harmed.

If we fail to develop and maintain an effective system of
internal controls, we may not be able to accurately report our financial results
or prevent fraud; as a result, current and potential shareholders could lose
confidence in our financial reports, which could harm our business and the
trading price of our common stock.

Effective
internal controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002
requires us to evaluate and report on our internal controls over financial
reporting. The process of strengthening our internal controls and complying with
Section 404 is expensive and time consuming, and requires significant management
attention. We cannot be certain that the measures we undertake will ensure that
we will maintain adequate controls over our financial processes and reporting in
the future. Furthermore, if we are able to rapidly grow our business, the
internal controls that we will need will become more complex, and significantly
more resources will be required to ensure our internal controls remain
effective. Failure to implement required controls, or difficulties encountered
in their implementation, could harm our operating results or cause us to fail to
meet our reporting obligations. If we or our auditors discover a material
weakness in our internal controls, the disclosure of that fact, even if the
weakness is quickly remedied, could diminish investors confidence in our
financial statements and harm our stock price. In addition, non-compliance with
Section 404 could

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- 19 -

subject us to sanctions by the Securities and Exchange
Commission, lawsuits, delisting by SROs and/or an assignment of higher risks by
investors, which would further reduce our stock price.

Most of our assets, all of our directors and most of our
officers are outside the United States, with the result that it may be difficult
for investors to enforce within the United States any judgments obtained against
us or any of our directors or officers.

Although
we are organized under the laws of the State of Nevada, our principal executive
office is located in Hong Kong. Outside the United States, it may be difficult
for investors to enforce judgments against us obtained in the United States in
any such actions, including actions predicated upon civil liability provisions
of federal securities laws. In addition, all of our directors and most of our
officers reside outside the United States, and many of the assets of these
persons and our assets are located outside of the United States. As a result, it
may not be possible for investors to affect service of process within the United
States upon such persons or to enforce against us or such persons judgments
predicated upon the liability provisions of the United States securities laws.
There is substantial doubt as to the enforceability against us or any of our
directors and officers located outside the United States in original actions or
in actions of enforcement of judgments of United States courts or liabilities
predicated on the civil liability provisions of United States federal securities
laws.

The occurrence of a widespread health epidemic may adversely
affect our financial condition and results of operations.

Our
businesses may be adversely affected by widespread regional, national or global
health epidemics, such as pandemic flu, including the recent swine flu spreading
from Mexico to the rest of the world. Such threats or epidemics may adversely
impact our businesses by disrupting provision of services to our customers, and
by causing customers to avoid public gathering places. If such health epidemics
occur, we may experience material impacts on our business, operating results,
and financial condition.

Risks Related to Our Industry

The LED out-of-home advertising and LED products and
services industries in the PRC may face increasing competition from both
domestic and foreign companies, as well as increasing industry consolidation,
which may affect our market share and profit margin.

The
specialty lighting industry, including the provision of LED out-of-home
advertising billboards, LED lighting systems, LED screen rental services, and
advanced lighting products, in the PRC is highly competitive. Our products and
services are targeted primarily at property owners and developers, a market in
which we face increasing competition. In addition, there is an increasing trend
of consolidation throughout the industry. We believe that our ability to
maintain our market share and grow our operations within this landscape of
changing and increasing competition is largely dependant upon our ability to
distinguish the quality of our products and services.

In
addition, prior to the entry of the PRC into the World Trade Organization
(WTO), high barriers to entry existed for many potential competitors in our
business through the use of tariffs and restrictive import licensing and
distribution practices. The admission of the PRC to the WTO has lowered some of
the tariffs and other barriers to entry so we can expect that competition will
increase.

We
cannot assure you that our current or potential competitors will not develop
products or services of a comparable or superior quality to ours, or adapt more
quickly than we do to evolving consumer preferences or market trends. In
addition, our competitors may merge or form alliances to achieve a scale of
operations or sales network which would make it difficult for us to compete.
Increased competition may also lead to price wars or negative brand advertising,
which may adversely affect our market share and profit margin. We cannot assure
you that we will be able to compete effectively with our current or potential
competitors.

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Risks Related to Our Common Stock

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A
prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because our operations have been primarily financed through the sale of
equity securities, a decline in the price of our common stock could be
especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a negative effect on our
business plans and operations, including our ability to develop new products and
continue our current operations. If the stock price declines, there can be no
assurance that we will be able to raise additional capital or generate funds
from operations sufficient to meet our obligations. We believe the following
factors could cause the market price of our common stock to continue to
fluctuate widely and could cause our common stock to trade at a price below the
price at which you purchase your shares:

- actual or anticipated variations in our quarterly operating results;
- announcements of new services, products, acquisitions or strategic
  relationships by us or our competitors;
- trends or conditions in the energy management services industry;
- changes in accounting treatments or principles;
- changes in earnings estimates by securities analysts and in analyst
  recommendations;
- changes in market valuations of other energy management services companies;
  and
- general political, economic and market conditions.

The
market price for our common stock may also be affected by our ability to meet or
exceed expectations of analysts or investors. Any failure to meet these
expectations, even if minor, could have a material adverse affect the market
price of our common stock.

If we issue additional shares in the future, it will result
in the dilution of our existing stockholders.

Our
certificate of incorporation authorizes the issuance of 800,000,000 shares of
common stock and 100,000,000 shares of preferred stock. Our board of directors
has the authority to issue additional shares up to the authorized capital stated
in the certificate of incorporation. Our board of directors may choose to issue
some or all of such shares to acquire one or more businesses or to provide
additional financing in the future. The issuance of any such shares will result
in a reduction of the book value or market price of the outstanding shares of
our common stock. If we issue any such additional shares, such issuance also
will cause a reduction in the proportionate ownership and voting power of all
other stockholders. Further, any such issuance may result in a change of control
of our corporation.

If a market for our common stock does not develop,
stockholders may be unable to sell their shares.

There
is currently a limited market for our common stock, which trades through the OTC
Bulletin Board. Trading of stock through the OTC Bulletin Board is frequently
thin and highly volatile. There is no assurance that a sufficient market will
develop in the stock, in which case it could be difficult for stockholders to
sell their stock.

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The market price for our common stock may be volatile and
subject to wide fluctuations, which may adversely affect the price at which you
can sell our shares.

The
market price for our common stock may be volatile and subject to wide
fluctuations in response to factors including the following:

- actual or anticipated fluctuations in our quarterly operations results;
- changes in financial estimates by securities research analysts;
- conditions in foreign or domestic specialty lighting markets;
- changes in the economic performance or market valuations of other specialty
  lighting companies;
- announcements by us or our competitors of new products, acquisitions,
  strategic partnerships, joint ventures or capital commitments;
- addition or departure of key personnel;
- fluctuations of exchange rates between the Renminbi and the U.S. dollar;
- intellectual property litigation; and
- general economic or political conditions in the PRC.

In
addition, the securities market has from time to time experienced significant
price and volume fluctuations that are not related to the operating performance
of particular companies. These market fluctuations may also materially and
adversely affect the market price of our stock.

Trading of our stock may be restricted by the Securities and
Exchange Commissions penny stock regulations which may limit a stockholders
ability to buy and sell our stock.

The
Securities and Exchange Commission has adopted regulations which generally
define penny stock to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.

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The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements, which may limit a stockholders ability to
buy and sell our shares.

In
addition to the penny stock rules described above, FINRA has adopted rules
requiring that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low-priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customers financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low-priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may limit our shareholders ability to buy and sell our
stock and which may have an adverse effect on the market for our shares.

If we are late multiple times in filing any of our annual or
quarterly reports during the next two years, our common stock may become
ineligible for quotation on the OTC Bulletin Board, which would negatively
affect the market for our shares and our ability to obtain additional financing.

Companies
trading on the OTC Bulletin Board, such as us, must have a class of securities
registered under Section 12 of the Exchange Act, as amended, and must be current
in their reports under Section 13 in order to maintain price quotation
privileges on the OTC Bulletin Board. More specifically, FINRA Rule 6530, which
determines eligibility of issuers quoted on the OTC Bulletin Board, requires an
issuer to be current in its filings with the Securities and Exchange Commission.
Pursuant to Rule 6530(e), as it is currently in effect, if we file our reports
late with the Securities and Exchange Commission three times in a two-year
period or our securities are removed from the OTC Bulletin Board twice in a
two-year period for failure to file reports, then we will be ineligible for
quotation on the OTC Bulletin Board. If we are late multiple times in filing any
of our annual or quarterly reports during the next two years, we may become
ineligible for quotation on the OTC Bulletin Board. If our common stock becomes
ineligible for quotation on the OTC Bulletin Board, it would negatively affect
the market for our common stock and it may become more difficult for us to
obtain additional equity financing as shares of our common stock would be less
attractive to potential investors.

**ITEM
1B.**        **UNRESOLVED
STAFF COMMENTS.**

None.

**ITEM
2.**          **PROPERTIES.**

Our
principal office is located at 18/F., 318 Hennessy Road, W Square, Wanchai, Hong
Kong. The 5,093 square feet office space serves as the base of operations for
our corporate, managerial, accounting, financial, administrative, sales and
marketing functions. Our company has leased the office premises for the period
from August 23, 2008 to August 22, 2011. The monthly fixed rent is $20,293, plus
a monthly service charge of $3,142.

Our
company has leased premises at workshops 1 and 2, 9th Floor,
Technology Plaza, No. 651 Kings Road, Hong Kong as show room space for our LED
lighting products and services. The lease period is from October 15, 2007 to
October 14, 2009. The monthly fixed rent is $2,410, plus a monthly service
charge of $572.

Our
company, through Tech Team Development (Zhuhai) Limited, leases a facility at
No. 52, Guang Ming Jei, Xiang Zhou, Zhuhai, PRC. Zhuhai, a Special Economic
Zone, is located in Guangdong Province in southern China. The 3,229 square feet
space serves as a supporting office for our business development activities in
the PRC, as well as a base for logistics and administrative functions related to
our business activities in China. The lease period was from March 8, 2008 to
March 7, 2009. Our company is negotiating a new rental agreement with the
landlord, while the monthly rent remains at $514.

Our
company, through Beijing Aihua New Enterprise Lighting Appliance Company
Limited, has leased a facility at 1st to 4th Floor, No. 7
Shuang-qiao Xili Chaoyang District, Beijing, PRC. The 34,183 square feet space
serves as the base for manufacturing, research and development of lighting and
specialty lighting source products, as

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well as sales and marketing activity within China. The term of
the lease is for the period from 2004 to 2010. The monthly fixed rent is
$11,291, plus a monthly service charge of $309.

**ITEM
3.**          **LEGAL PROCEEDINGS.**

We
know of no material, existing or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder of more than five
percent of our voting securities, is an adverse party or has a material interest
adverse to us or any of our subsidiaries.

**ITEM
4.**          **SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.**

No
matter was submitted to a vote of security holders during the fourth quarter of
the fiscal year ended March 31, 2009.

PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|------- | -------------------------------------------------------------------------------------------------------------------

Shares
of our common stock are listed for quotation on the OTC Bulletin Board under the
trading symbol LTSC and the CUSIP number is 53227B 101. Our shares of common
stock initially began trading on the OTC Bulletin Board on April 17, 2001 under
the trading symbol GBIS. The following table sets forth, for the periods
indicated, the high and low bid prices for each quarter within the last two
fiscal years ended March 31, 2009 as reported by the quotation service operated
by the OTC Bulletin Board. All quotations for the OTC Bulletin Board reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.

Quarter Ended
      High
      LowMarch 31, 2009
    $0.38
    $0.16December 31, 2008
    0.71
    0.20September 30, 2008
    1.50
    0.60June
      30, 2008
    2.00
    1.04March 31, 2008
    1.30
    0.49December 31, 2007
    0.84
    0.49September 30, 2007
    0.54
    0.40June
      30, 2007
    0.78
    0.45


On
June 30, 2009, the last reported sale price for shares of our common stock as
reported by the quotation service operated by the OTC Bulletin Board was $0.25.

As
of June 30, 2009, there were 165 holders of record of shares of our common
stock. As of such date, 55,876,410 shares of our common shares were issued and
outstanding.

Dividend Policy

We
have not declared or paid any cash dividends since inception. Although there are
no restrictions that limit our ability to pay dividends on our common shares, we
intend to retain future earnings, if any, for use in the operation and expansion
of our business and do not intend to pay any cash dividends in the foreseeable
future.

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Securities Authorized for Issuance under Equity
Compensation Plans

Our
company did not have an equity compensation plan in place during the years ended
March 31, 2009 or 2008 under which equity securities of our company were
authorized for issuance.

Warrants and Options

As
of June 30, 2009, there were warrants to purchase up to 656,250 shares of common
stock at any time on or prior to March 17, 2013 by cash exercise at an exercise
price of $0.80 per share or by cashless exercise. Pursuant to the terms of such
warrants, the exercise price of such warrants is subject to adjustment in the
event of stock splits, combinations or the like of our common stock.

Transfer Agent and Registrar

The
transfer agent and registrar of our common stock is Pacific Stock Transfer
Company with an address at 500 E. Warm Springs Road, Suite 240, Las Vegas NV
89119, telephone number of (702) 361-3033 and facsimile number of (702)
433-1979.

Recent Sales of Unregistered Securities

We
did not issue any equity securities that were not registered under the
Securities Act of 1933 during the fiscal years ended March 31, 2009 or 2008 that
were not otherwise disclosed in a quarterly report on Form 10-Q or in a current
report on Form 8-K.

Penny Stock Rules

Our
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell to persons other than
established customers and accredited investors. The term accredited investor
refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the Securities and Exchange Commission which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities.

**ITEM
6.**          **SELECTED
FINANCIAL DATA.**

As
a smaller reporting company, we are not required to provide this information.

**ITEM
7.**          **MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**

The
following is a discussion and analysis of our companys results of operation and
the factors that could affect our future financial condition and results of
operation. This discussion and analysis should be read in conjunction with our
audited consolidated financial statements and the notes thereto included
elsewhere in this

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- 25 -

annual report. Our companys audited consolidated financial
statements are prepared in accordance with United States generally accepted
accounting principles. All references to dollar amounts in this section are in
United States dollars unless expressly stated otherwise. Please see the Note on
Forward-Looking Statements and Risk Factors for a list of our risk factors.

Company Overview

We
were incorporated under the laws of the State of Nevada under the name Legacy
Bodysentials Inc. on September 14, 1995. On September 25, 1996, we changed our
name to Legacy Minerals Inc. and on May 18, 1998, we changed our name to
Global Commonwealth Inc. On November 12, 1999, we changed our name to Global
Innovative Systems Inc. and on April 20, 2007, we changed our name to
Lightscape Technologies Inc. The name change became effective with the OTC
Bulletin Board at the opening for trading on April 23, 2007 under the new stock
symbol LTSC.

We
are a holding company owning subsidiaries engaged in three main business
activities: (i) LED out-of-home advertising, (ii) LED solutions and (iii) other
lighting source products. During the year ended March 31, 2009, approximately 0%
of our revenue was derived from our LED out-of-home advertising business, 72%
from our LED solutions business and 28% from other business.

LED Out-of-Home Advertising Business

We
design, install and operate LED out-of-home advertising billboards. We are
building and expanding our LED out-of-home advertising network (i) through
billboard installations which we complete and operate independently, and (ii)
through installations which we complete and operate through partnerships and/or
joint ventures with major property owners and developers in Asia. We generate
revenue by selling advertising space on our LED out-of-home media network to
advertisers. We have established and are continuing to establish advertising
sales channels for our LED out-of-home advertising network by forming strategic
partnerships with advertising agencies and other media industry partners.

We
signed a joint venture agreement on February 12, 2008 as part of our efforts to
build an LED out-of-home advertising network in the Peoples Republic of China
(the PRC or China). We entered this joint venture agreement with Beijing
Xintong Media & Cultural Development Co. Ltd. (BX). Pursuant to the terms
of the joint venture agreement, (i) the joint venture company will be named
Beijing Xintong New Vision Media Advertising Co. Ltd. (BXNV), (ii) our company
agreed to contribute to BXNV cash and an LED billboard for the joint ventures
initial installation within ninety business days of signing the agreement, and
(iii) in exchange for these contributions, our company will obtain 50.1%
ownership of BXNV, with the remaining 49.9% to be held by BX. The joint venture
formation process is ongoing. Certain details of the joint venture arrangement
are being finalized, including the process of completing the transfer of the
50.1% share ownership in BXNV from BX to our company (or one of our
subsidiaries), and other minor strategic and operational details. Management
does not believe that there are any material risks to our ultimate receipt of
50.1% ownership of BXNV as originally contemplated by the terms of the joint
venture agreement signed on February 12, 2008. Post-formation, we intend to
account for our 50.1% interest in the joint venture as a subsidiary in our
consolidated financial statements. As such, we will consolidate all profit and
loss, assets and liability items and eliminate the future minority shareholding
portion held by BX, in this case 49.9%, as a minority interest. We expect the
joint venture agreement to close before the end of December 2009.

In
addition to the pending joint venture agreement, our company has expanded its
out-of-home advertising network relationship with the New World Group by working
directly with New World Department Store China (NWDSC) properties throughout
mainland China. The first phase of the network build-out with NWDSC is expected
to include the installation of an LED billboard at each of nine sites across
four cities in China and is expected to be completed by September 2009.

LED Solutions Business

We
operate in three principal lines of the LED products and services industry: (i)
LED Systems, (ii) original equipment manufacturing (OEM) and Licensing, and
(iii) LED Screen Rental Service. We provide

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- 26 -

design, installation and digital control of LED video and
lighting systems; OEM and licensing of our proprietary digital controller
software system; and rentals of LED screens and related hardware.

Other Business

Through
our 76.8% ownership of Beijing Illumination, we research, develop, manufacture
and sell lighting source products. Beijing Illumination, through its
wholly-owned subsidiary Beijing Aihua, manufactures and sells HID lighting
products including metal halide lamps and high-pressure sodium lamps.

Application of Critical Accounting Policies

Our
discussion and analysis of our financial condition and results of operations are
based on our consolidated financial statements, which have been prepared in
accordance with U.S. GAAP. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. We evaluate, on an on-going basis,
our estimates for reasonableness as changes occur in our business environment.
We base our estimates on experience and various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

Critical
accounting policies are defined as those that are reflective of significant
judgments, estimates and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We believe the
following are our critical accounting policies:

Revenue Recognition

Our
company recognizes revenue when it has persuasive evidence of an arrangement,
the product has been delivered and installed or the services have been provided
to the customer, the sales price is fixed or determinable, and collectability is
reasonably assured. In addition to the aforementioned general policy, the
following are specific revenue recognition policies for each major category of
revenue.

Advertising  LED out-of-home
advertising revenue from advertising services, net of agency rebates and
commissions, is recognized ratably over the period in which the advertisement is
displayed. Prepayments for the advertising services are deferred and recognized
as revenue when the advertising services are rendered.

LED solutions  Our company
sells its products directly to end users and through distributors. Revenue is
recognized when the product is delivered to the customer and all other revenue
recognition criteria are met. Revenues for LED solutions activities provided on
a supply and build basis and for consultancy services for which the revenue
generation process lasts for several months are recognized on the
percentage-of-completion (PC) method.

American Institute
of Certified Public Accountants (AICPA) Accounting Research Bulletin (ARB)
No. 45, Long-Term Construction-Type Contracts, (1955) and AICPA Statement of
Position (SOP) 81-1, Accounting for Performance of Construction-Type and
Certain Production-Type Contracts, (1981) address revenue recognition for
long-term construction-type contracts. Since most of our companys LED solution
revenue relates to construction contracts, which by their nature are long-term,
the underlying accounting principle known as matching  expenses follow revenues
 would be violated if the revenue from the contract were recognized upon
contract execution or sale of the services.

There are two
acceptable methods of revenue recognition under the preceding pronouncements for
construction contractors.These are not alternative methods, however,
from which contractors are free to choose regardless of the circumstances. One is the PC method and the other is the completed contract
(CC) method. Under the PC method, the construction contractor recognizes
revenue over the life of the construction contract based on the degree of
completion. For example, 50% completion means recognition of one-half of
revenues, costs, and income. Under the CC method, all revenues, costs, and
income are

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- 27 -

recognized only at
completion of the construction project, ordinarily at the end of the
construction contract. The PC method is preferred and should be used
whenever the conditions for its use are satisfied.

SOP 81-1 requires
that the PC method be used in lieu of the CC method when all of the following
are present: (1) reasonably reliable estimates can be made of revenue and costs;
(2) the construction contract specifies the parties rights as to the goods,
consideration to be paid and received, and the resulting terms of payment or
settlement; (3) the contract purchaser has the ability and expectation to
perform all contractual duties; and (4) the contract contractor has the same
ability and expectation to perform.

SOP 81-1 states, Contract costs
generally include direct costs, such as materials, direct labor, and
subcontracts and indirect costs identifiable with or allocable to the
contracts.

Our company always seeks to use the
fairest approximation of the PC method. LED solutions projects for which our
clients can provide their quantity surveyors certificate (QC certificate)
allow us to use the certificate as a basis that is applied consistently for
estimation and accrual of revenue and related costs. In the absence of a QC
certificate, our company will calculate a projects PC based on the ratio of
incurred costs to estimated final costs.

Contract costs include all direct
material, labor, subcontract and other costs and those indirect costs related to
contract performance, such as indirect salaries and wages, equipment repairs and
depreciation, insurance and payroll taxes. Administrative and general expenses
are charged to expense as incurred. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions and estimated
profitability, including those changes arising from contract penalty provisions
and final contract settlements may result in revisions to costs and income and
are recognized in the period in which the revisions are determined. An amount
attributable to contract claims is included in revenues when realization is
probable and the amount can be reliably estimated. We generally provide a
one-year warranty for workmanship under our contracts. Warranty claims
historically have been inconsequential.

The asset, Costs and estimated
earnings in excess of billings on uncompleted contracts represents revenues
recognized in excess of amounts billed on these contracts. The liability
Billings in excess of costs and estimated earnings on uncompleted contracts
represents billings in excess of revenues recognized on these contracts.

Other This includes sales of
lighting source products, rental income, commission and service income and
sales-type lease income. Regarding sales of lighting source products, our
company sells its products directly to end users and through distributors.
Revenue is recognized when the product is delivered to the customer and all
other revenue recognition criteria are met. Revenue from rentals and operating
leases without any acceptance provisions is recognized on a straight-line basis
over the term of the rental or lease. Revenue regarding commission and service
income is recognized when services are rendered. Revenue from sales-type leases
is recognized over the term of the lease, using the effective interest
method.

Foreign Currency Translation

The
functional currency of our company is Hong Kong dollars (HKD). Transactions in
other currencies are recorded in HKD at the rates of exchange prevailing when
the transactions occur. Monetary assets and liabilities denominated in other
currencies are measured in HKD at rates of exchange in effect at the balance
sheet dates. Exchange gains and losses are recorded in the consolidated
statements of operations as a component of current period earnings. For
financial reporting purposes, the financial statements of our company which are
prepared using the functional currency have been translated into United States
dollars. Assets and liabilities are translated at the exchange rates at the
balance sheet dates and revenue and expenses are translated at the average
exchange rate for the period and stockholders equity is translated at
historical exchange rates. Any translation adjustments resulting from the
translation are included in foreign exchange adjustment in other comprehensive
income, a component of stockholders equity.

Impairment of Long-Lived Assets

---

- 28 -

Our
company reviews long-lived assets for potential impairment based on a review of
projected undiscounted cash flows associated with these assets. Long-lived
assets are included in impairment evaluations when events and circumstances
exist that indicate the carrying amount of these assets may not be recoverable.
Measurement of impairment losses for long-lived assets that our company expects
to hold and use is based on the estimated fair value of the assets. Therefore,
future changes in our companys strategy and other changes in our operations
could impact the projected future operating results that are inherent in
estimates of fair value, resulting in impairments in the future. Additionally,
other changes in the estimates and assumptions, including the discount rate and
expected long-term growth rate, which drive the valuation techniques employed to
estimate the fair value of long-lived assets could change and, therefore, impact
the assessments of impairment in the future.

Accounts Receivables and Allowance for Doubtful Accounts

Our
company performs certain credit evaluation procedures and does not require
collateral for financial instruments subject to credit risk. We believe that
credit risk is limited because our company routinely assesses the financial
strength of our customers and, based upon factors surrounding the credit risk of
our customers, we establish an allowance for estimated uncollectible accounts
receivable. As a consequence, we believe that our accounts receivable credit
risk exposure beyond such allowances is limited. We recognize an allowance for
doubtful accounts to ensure accounts receivable are not overstated due to
uncollectibility and are maintained for all customers based on a variety of
factors, including the length of time the receivables are past due, significant
one-time events and historical experience. An additional reserve for individual
accounts is recorded when our company becomes aware of a customers inability to
meet its financial obligation, such as in the case of bankruptcy filings or
deterioration in the customers operating results or financial position. If
circumstances related to customers change, estimates of the recoverability of
receivables would be further adjusted.

Material Trends and Uncertainties

Periodic
changes occur in our companys industry and business that make it reasonably
likely that aspects of our future operating results will be materially different
from our historical operating results. Sometimes these matters have not
occurred, but their existence is sufficient to raise doubt regarding the
likelihood that historical operating results are an accurate gauge of future
performance. We attempt to identify and describe these trends, events, and
uncertainties to assist investors in assessing the likely future performance of
our company. Investors should understand that these matters typically are new,
sometimes unforeseen, and often are fluid in nature. Moreover, the matters
described below are not the only issues that may result in variances between
past and future performance nor are they necessarily the only material trends,
events, and uncertainties that will affect our company. As a result, investors
are encouraged to use this and other information to judge for themselves the
likelihood that past performance will be indicative of future performance.

We
are building an LED out-of-home advertising network in the PRC, Hong Kong and
other areas of Asia. Following the acquisition of Lightscape Technologies
(Macau) Limited (Lightscape Macau) in 2006, our company entered the LED
solutions business, which includes the design, supply and building of LED
systems, OEM and licensing of our proprietary intelligent lighting control
software, and rental of LED hardware. Our current business strategy is focused
on (i) building and expanding our LED out-of-home advertising network through
installations we complete and operate independently, through existing
partnerships and by establishing new partnerships with major property owners and
developers in Asia, (ii) establishing advertising sales channels for our LED
out-of-home advertising network by forming strategic partnerships with
advertising agencies and other media industry partners and (iii) growing sales
from our LED solutions business, primarily our LED systems segment, through
design, supply and build contracts with high-end real estate developments in
China, Hong Kong, Singapore and other areas of Asia. The future performance of
these specific business segments may materially affect the future performance of
our company. Our company continues to develop, manufacture and sell lighting
source products. However, we are reviewing our plans and strategic options
related to this business unit.

Recent
disruptions in financial markets and challenging economic conditions may
adversely affect our business. Firstly, we depend to a large extent on outside
capital over the near-term to fund our capital needs. Disruptions in financial
markets have reduced the general availability of both equity capital and debt
financing. If we are unable to obtain financing in the amounts and on terms
deemed acceptable to us, we may be unable to implement our business and growth
strategies or withstand adverse operating results. Secondly, the disruptions in
the financial markets and challenging economic conditions have reduced spending
by businesses. Our operating

---

- 29 -

results in one or more segments may be adversely affected by
these slowing economic conditions and spending patterns. If global economic and
market conditions remain uncertain or persist, spread, or deteriorate further,
we may experience material impacts on our business, operating results, and
financial condition. Lastly, in times of economic slowdown, the number of our
customers who default on payments owed to us may increase. We could experience
longer payment cycles, increased collection costs and higher bad debt expenses.
Additionally, to the degree that the ongoing turmoil in the credit markets makes
it more difficult for some customers to obtain financing, those customers
ability to pay could be adversely impacted, which in turn could have a material
adverse impact on our business, operating results, and financial condition.

Summary of Key Results

Total
net revenue for the year ended March 31, 2009 was $5,620,360, which represents a
6% decrease from the total net revenue of $5,962,411 for the year ended March
31, 2008.

Net
loss for the year ended March 31, 2009 was $4,583,250 compared to a net loss of
$ 9,416,075 for the year ended March 31, 2008.

Basic
and fully diluted loss per share for the year ended March 31, 2009 was $0.08
compared to a basic and fully diluted loss per share of $0.22 for the year ended
March 31, 2008.

Results of Operations

Comparison of Fiscal Years Ended March 31, 2009 and March
31, 2008

Our
net loss for the year ended March 31, 2009 was $4,583,250 compared to a net loss
of $9,416,075 for the year ended March 31, 2008, or an improvement of 51%.

Revenues and Cost of Revenues

Total
net revenue for the year ended March 31, 2009 was $5,620,360, representing a 6%
decrease from the total net revenue of $5,962,411 for the year ended March 31,
2008. The decrease in net revenues is primarily attributable to the decrease in
revenue from our non-core businesses, primarily our HID lighting products
business.

Specifically,
revenue related to our LED out-of-home advertising business remained at $nil for
the year ended March 31, 2009 as compared to from $nil during the year ended
March 31, 2008. Our LED out-of-home advertising business is expected to
contribute increased revenues in the foreseeable future as we ramp up several
key LED billboard installations which were completed during the year ended March
31, 2009 and are expected to begin generating advertising revenue in the near
future. Our company has formed strategic partnerships with Ogilvy & Mather
Group, a major advertising agency in Hong Kong, and LIME, a diversified media
conglomerate, to sell advertising space on our LED billboards. We are also in
the process of negotiating strategic partnership agreements and contracts with
other advertising agencies and advertisers for the sales of advertising space on
the LED billboard network.

Revenue
related to our LED solutions business increased to $4,046,490 for the year ended
March 31, 2009 from $3,564,537 during the year ended March 31, 2008, or an
increase of 14%. The increase in revenues was due primarily to the completion of
more LED solutions contracts during the year ended March 31, 2009 as compared to
a smaller number of contracts completed during the year ended Marc 31, 2008. Our
LED solutions business is expected to contribute increased revenues in the
foreseeable future as several key projects are expected to be initiated in the
near future.

Sales
from our other business, which includes our HID lighting products business, were
$1,573,870 for the year ended March 31, 2009 compared to $2,397,874 for the year
ended March 31, 2008, representing a decrease of 34%. The decrease in revenues
from our other businesses was due primarily to a decrease in revenue from sales
of HID lighting products by our subsidiary Beijing Illumination. The decrease in
sales by Beijing Illumination was due primarily to the scaling back of overall
operations, including reducing production lines, production shifts and
personnel, in order to focus on our companys core LED out-of-home advertising
and LED solutions businesses.

---

- 30 -

Sales and revenue were also lower due to transport restrictions
in Beijing for approximately one month surrounding the Beijing Olympics, which
reduced flows of raw materials transported to and finished goods shipped from
our Beijing factory. We are currently reviewing our plans and strategic options
related to our HID lighting products business.

Total
  cost of revenues for the year ended March 31, 2009 was $3,702,332, which represents
  a decrease of 21% as compared to total cost of revenues of $4,694,766 for the
  year ended March 31, 2008. The decrease in the total cost of revenues during
  the year ended March 31, 2009 was due in part to the 6% decrease in sales revenues,
  but also decreased due to improved cost control related to our LED solutions
  business, namely supplies of LED modules and video screens, and a higher portion
  of LED consultancy income which is of a higher profit margin. The lower costs
  of supplies are a result of general technological improvements and economies
  of scale in the manufacture of LED hardware by our OEM suppliers, and our ability
  to secure supply contracts on more favorable terms. As a result, our gross profit
  margin improved to 34% for the year ended March 31, 2009 as compared to 21%
  for the year ended March 31, 2008.

Operating Expenses

Operating
expenses for the year ended March 31, 2009 were $7,203,033, which represents a
5% increase in operating expenses over $6,834,588 for the year ended March 31,
2008. Selling and marketing expenses, general and administrative expenses,
amortization of intangible assets and bad debts constitute the main components
of our operating expenses.

Selling
and marketing expenses for the year ended March 31, 2009 increased approximately
5% to $698,116 from $662,628 for the year ended March 31, 2008. The increase was
mainly due to higher marketing expenses associated with our attendance and
booths at the Hong Kong International Lighting Fair 2008 held in October 2008 as
compared to our attendance in October 2007, increased staff costs incurred in
order to build up our project pipeline of LED solutions contracts, and to
establish our sales network for our LED out-of-home advertising business. Our
company anticipates that selling and marketing expenses will remain steady or
increase in the future to support our companys further expansion in our core
LED out-of-home advertising and LED solutions businesses, however, such
increases are expected to be limited as a result of a company-wide cost-cutting
initiative implemented in January 2009.

General
and administrative expenses increased by 15% during the year ended March 31,
2009 to $4,070,944 from $3,526,970 for the year ended March 31, 2008. The
increase was mainly due to increased staff, accounting, investor relations,
public relations and business development costs for the year ended March 31,
2009 to provide the foundation to support our anticipated overall business
growth, particularly our LED out-of-home advertising and LED solutions
businesses. Our company anticipates that general and administrative costs will
continue to increase in the foreseeable future as our companys operations
continue to expand, however, such increases are expected to be limited as a
result of a company-wide cost-cutting initiative implemented in January
2009.

Our
company acquired certain intangible assets through the acquisitions of TFEMS and
Beijing Illumination. These intangible assets are comprised of completed
technology for the production of AHP lamps, trademarks, a customer base and a
distributors list. Amortization of intangible assets incurred for the year ended
March 31, 2009 was $758,871 as compared to $749,251 for the year ended March 31,
2008.

Bad
  debt expenses increased to $1,019,285 during the year ended March 31, 2009 from
  $414,897 for the year ended March31, 2008. The increase in bad debts was due
  primarily to the increase in allowance for doubtful accounts of Beijing Illumination.
  The allowance for doubtful accounts is our best estimate of the amount of probable
  credit losses in our existing accounts receivable. We determine the allowance
  based on our historical write-off experience related to accounts receivable.

Income Taxes

We
received income tax credits of $239,912 during the year ended March 31, 2009
compared to $nil for the year ended March 31, 2008. These tax credits are
related primarily to our operations in Macau and arose as a result of the
finalization of a Complementary Income Tax assessment as issued by the Macao
Finance Service Bureau for

---

- 31 -

the 2007 assessment year, under which $nil tax is payable as
the assessable profits were below the statutory allowance level.

Liquidity and Capital Resources

Our
principal cash requirements are for operating expenses, including staff costs
and funding costs of inventory.

As
of March 31, 2009, our company had a net working capital surplus of $6,287,977
compared to a surplus of $11,490,237 as of March 31, 2008, representing a
decrease in working capital of $5,202,260. The cash and cash equivalents of our
company attributable to continuing operations decreased to $381,643 as at March
31, 2009 as compared to $3,976,565 as of March 31, 2008. Cash attributable to
discontinued operations totalled $8,555 and $1,935 for the years ended March 31,
2009 and 2008, respectively.

Cash Flow Related to Operating Activities

Operating
activities used cash of $2,405,153 for the year ended March 31, 2009 as compared
to operating activities using cash of $5,909,210 for the year ended March 31,
2008. The decrease in cash used in operating activities was mainly due to the
decrease in net loss for the year ended March 31, 2009 compared to 2008, and a
decrease in accounts receivable as we tightened our credit terms and stepped up
efforts to collect overdue amounts from clients.

Cash Flow Related to Investing Activities

Net
cash used in investing activities amounted to $1,788,161 during the year ended
March 31, 2009 as compared to investing activities using cash of $269,758 during
the year ended March 31, 2008. The increase in cash used in investing activities
is attributable primarily to purchases of plant and equipment by Media AV, a
Singaporean subsidiary we acquired on July 1, 2008 to support our growing LED
solutions business in Singapore, and our companys purchase of LED out-of-home
advertising displays.

Our
company incurred capital expenditures of $2,317,378 during the year ended March
31, 2009 and $268,424 for the year ended March 31, 2008. The increase in capital
expenditures for the year ended March 31, 2009 as compared to March 31, 2008 was
mainly attributable to increased purchases of LED out-of-home advertising
displays and plant and equipment by Media AV and Lightscape Technologies
(Greater Chinas) Ltd. As of March 31, 2009, our company did not have any
material commitments for capital expenditures and management does not anticipate
that our company will spend additional material amounts on capital expenditures
in the near future.

Cash Flow Related to Financing Activities

Financing
activities generated cash of $759,141 for the year ended March 31, 2009 as
compared to financing activities generating cash of $6,029,618 for the year
ended March 31, 2008. The decrease in net cash flow generated by financing
activities was mainly due to the completion of a $7,500,000 private placement
during the year ended March 31, 2008 with no comparable capital raising
transaction completed during the year ended March 31, 2009.

During
the year ended March 31, 2009, our company obtained a short-term loan secured by
accounts receivable of Lightscape Macau. This loan commenced on September 29,
2008 with a non-bank financial institution at a principal amount of $400,896
with a maturity date of 60 days, which was subsequently extended to 90 days, at
an annual interest rate of 10%. This loan was repaid in full on the maturity
date of December 29, 2008.

Management
  believes that additional cash may need to be raised in the next twelve months
  to finance our existing operations and expansion of our LED out-of-home advertising
  and LED solutions businesses since we have not yet achieved sustainable positive
  cash flows. As such, we may need to depend on outside capital over the near-term,
  including the next twelve months, to fund our capital needs. Such outside capital
  may be obtained from additional debt or equity financing. We do not currently
  have any arrangement for financing and there is no assurance that capital will
  be available to meet our continuing development costs or, if the capital is
  available, that it will be on terms acceptable to us.

---

- 32 -

On
April 2, 2009, our company, through our wholly-owned subsidiary Lightscape
Technologies (Greater China) Limited (LTGC), obtained an instalment loan of
$771,208 (or HKD6,000,000) from DBS Bank (Hong Kong) Limited (DBS Bank) under
the Special Loan Guarantee Scheme of The Government of the Hong Kong Special
Administrative Region (HKSAR Government). The loan is repayable over 12 equal
monthly instalments, at an interest rate of 2% per annum over the prime lending
rate, which is currently 5%, from May 12, 2009 to April 12, 2010. The instalment
loan is secured by a Special Loan Guarantee issued by the HKSAR Government for
an amount equal to 70% of the loan, a Guarantee and Indemnity for an unlimited
amount duly executed by a director of our company and a director of LTGC, and a
Guarantee and Indemnity for an unlimited amount duly executed by Tech Team
Investment Limited, the immediate holding company of LTGC. As of June 30, 2009,
3 out of 12 instalments have been duly repaid to DBS Bank on the respective
monthly due dates.

Off-Balance Sheet Arrangements

Our
company has no outstanding derivative financial instruments, off-balance sheet
guarantees, interest rate swap transactions or foreign currency contracts. Our
company does not engage in trading activities involving non-exchange traded
contracts.

**ITEM
7A.**        **QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.**

As
a smaller reporting company, we are not required to provide this information.

**ITEM
8.**          **FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA**.

The
following consolidated financial statements pertaining to our company are filed
as part of this annual report:

|Audited consolidated financial
      statements for the fiscal years ended March 31, 2009 and 2008:                                  
|-------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                     
|Report of Independent Registered Public Accounting Firm,
        dated July 14, 2009                                                 
|                                                                                                                                     
|Report of Independent Registered Public Accounting Firm,
        dated June 11, 2008                                                 
|                                                                                                                                     
|Consolidated Balance Sheets as at March 31, 2009 and 2008                                                                            
|                                                                                                                                     
|Consolidated Statements of Operations and Comprehensive
        Loss for the years ended March 31, 2009 and 2008                     
|                                                                                                                                     
|Consolidated Statements of Changes in Shareholders
        Equity and Comprehensive Loss for the years ended March 31, 2009 and 2008
|                                                                                                                                     
|Consolidated Statements of Cash Flows for the years ended
        March 31, 2009 and 2008                                            
|                                                                                                                                     
|Notes to Consolidated Financial Statements                                                                                           

---







LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES 
  AUDITED CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED MARCH 31, 2009 AND 2008 
  ANDREPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS







---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Lightscape
Technologies Inc.

We have audited the accompanying consolidated balance sheet of
  Lightscape Technologies Inc. and Subsidiaries (the “Company”) as
  of March 31, 2009 and the related consolidated statements of operations and
  comprehensive loss, changes in shareholders' equity and comprehensive loss,
  and cash flows for the year ended March 31, 2009. 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 audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Lightscape Technologies Inc. and Subsidiaries as of March 31, 2009 and the
results of their operations and their cash flows for the year ended March 31,
2009 in conformity with United States generally accepted accounting principles.



/s/ MSPCCertified
Public Accountants and Advisors, P.C.



New York, New York July 14, 2009

---

- 35 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Lightscape
Technologies Inc.

We have audited the accompanying consolidated balance sheets of
Lightscape Technologies Inc. and subsidiaries (the Company) as of March 31, 2008
and 2007, and the related consolidated statements of (operations) income,
stockholders equity and comprehensive income, and cash flows for each of the
years then ended. The Companys management is responsible for these consolidated
financial statements. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Lightscape Technologies Inc. and subsidiaries as of March 31, 2008 and 2007, and
the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Yu and Associates CPA Corporation

June 11, 2008 Arcadia, California

---

- 36 -

|LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES
|---------------------------------------------
|                                             
|CONSOLIDATED BALANCE SHEETS                  
|Expressed in US
      dollars                

|                                                                                         |  | March 31,  |  |  | March 31,  | 
|---------------------------------------------------------------------------------------- |  | ---------- |  |  | ---------- | 
|                                                                                         |  | 2009       |  |  | 2008       | 
|                                                                                         |  | $          |  |  | $          | 
|ASSETS                                                                                   |  |            |  |  |            | 
|Current assets:                                                                          |  |            |  |  |            | 
|Cash and cash equivalents                                                                |  | 381,643    |  |  | 3,976,565  | 
|Accounts receivable, net of allowance
      for doubtful accounts                        |  |            |  |  |            | 
|of $1,287,843
      on March 31, 2009 and $817,790 on March 31, 2008                     |  | 2,239,228  |  |  | 4,438,207  | 
|Costs and estimated earnings in
      excess of billings on uncompleted contracts        |  | 673,313    |  |  | 639,035    | 
|Prepaid expenses
      and other current assets                                          |  | 1,817,215  |  |  | 1,742,031  | 
|Inventories – LED, including
      valuation allowance of $162,782 on March 31,          |  | 1,264,975  |  |  | 2,024,422  | 
|2009 and $158,987 on March 31, 2008                                                      |  |            |  |  |            | 
|Inventories  others (see Note
      6)                                                  |  | 2,274,552  |  |  | 1,879,376  | 
|Current assets of discontinued operations                                                |  | 591,921    |  |  | 699,847    | 
|                                                                                         |  |            |  |  |            | 
|Total current assets                                                                     |  | 9,242,847  |  |  | 15,399,483 | 
|                                                                                         |  |            |  |  |            | 
|Other investments, net of write-off amount of $31,516 on March
      31, 2009 and 2008   |  | -          |  |  | -          | 
|Intangible assets, net                                                                   |  | 969,282    |  |  | 1,700,114  | 
|Goodwill                                                                                 |  | 4,476,574  |  |  | 4,476,574  | 
|Plant and equipment, net                                                                 |  | 2,529,141  |  |  | 4,650,398  | 
|Out-of-home advertising equipment, net                                                   |  | 2,213,808  |  |  | -          | 
|Construction in progress  Out-of-home advertising equipment                             |  | 266,250    |  |  | -          | 
|Deferred cost                                                                            |  | 111,132    |  |  | -          | 
|Accounts receivable, due after one year and net of allowance
      for doubtful accounts |  | 200,890    |  |  | -          | 
|of $145,871 on March 31, 2009 and
      $Nil on March 31, 2008                           |  |            |  |  |            | 
|Prepaid expenses and other current assets  due after
      one year                     |  | 511,277    |  |  | -          | 
|Net investment in sales-type leases of discontinued operations                           |  | 36,359     |  |  | 126,521    | 
|                                                                                         |  |            |  |  |            | 
|                                                                                         |  | 11,314,713 |  |  | 10,953,607 | 
|                                                                                         |  |            |  |  |            | 
|TOTAL ASSETS                                                                             |  | 20,557,560 |  |  | 26,353,090 | 
|                                                                                         |  |            |  |  |            | 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                     |  |            |  |  |            | 
|Current liabilities:                                                                     |  |            |  |  |            | 
|Short-term bank borrowings                                                               |  | 55,266     |  |  | -          | 
|Trade payables                                                                           |  | 689,945    |  |  | 2,413,203  | 
|Amount due to a director                                                                 |  | 745,501    |  |  | -          | 
|Accrued expenses and other current
      liabilities                                     |  | 1,284,239  |  |  | 763,797    | 
|Obligations under capital leases
       current portion                                 |  | 2,904      |  |  | 1,774      | 
|Income tax payable                                                                       |  | 10,062     |  |  | 366,281    | 
|Current liabilities of discontinued
      operations                                     |  | 166,953    |  |  | 364,191    | 
|                                                                                         |  |            |  |  |            | 
|Total current liabilities                                                                |  | 2,954,870  |  |  | 3,909,246  | 
|                                                                                         |  |            |  |  |            | 
|Non-current liabilities:                                                                 |  |            |  |  |            | 
|Obligations under capital leases
       non-current portion                             |  | 5,313      |  |  | 5,469      | 
|Long-term bank borrowings                                                                |  | 62,158     |  |  | -          | 
|                                                                                         |  |            |  |  |            | 
|Total non-current liabilities                                                            |  | 67,471     |  |  | 5,469      | 
|                                                                                         |  |            |  |  |            | 
|Total liabilities                                                                        |  | 3,022,341  |  |  | 3,914,715  | 

---

- 37 -

|LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES
|---------------------------------------------
|                                             
|CONSOLIDATED BALANCE SHEETS (continued)      
|Expressed in US
      dollars                

|                                                         |  | March 31,   |   |  | March 31,   |  
|-------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                         |  | 2009        |   |  | 2008        |  
|                                                         |  | $           |   |  | $           |  
|                                                         |  |             |   |  |             |  
|Minority interest                                        |  | 1,106,884   |   |  | 1,421,702   |  
|                                                         |  |             |   |  |             |  
|COMMITMENTS (see Note 18)                                |  |             |   |  |             |  
|                                                         |  |             |   |  |             |  
|Shareholders equity:                                    |  |             |   |  |             |  
|Common stock                                             |  |             |   |  |             |  
|Authorized:                                              |  |             |   |  |             |  
|800,000,000 common shares, par value $0.001 per share    |  |             |   |  |             |  
|100,000,000 preferred shares, par value $0.001 per share |  |             |   |  |             |  
|Issued and
      outstanding:                            |  |             |   |  |             |  
|55,876,410 common shares at March 31, 2009 and at        |  |             |   |  |             |  
|March
      31, 2008                                     |  | 55,876      |   |  | 55,876      |  
|Additional paid-in capital                               |  | 34,140,708  |   |  | 34,140,708  |  
|Common stock warrants (see Note 21)                      |  | 344,673     |   |  | 344,673     |  
|Other reserves                                           |  | 28,944      |   |  | 28,944      |  
|Accumulated other comprehensive income                   |  | 1,077,354   |   |  | 1,082,442   |  
|Accumulated deficit                                      |  | (19,219,220 | ) |  | (14,635,970 | )
|                                                         |  |             |   |  |             |  
|Total shareholders equity                               |  | 16,428,335  |   |  | 21,016,673  |  
|                                                         |  |             |   |  |             |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY               |  | 20,557,560  |   |  | 26,353,090  |  

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

---

- 38 -

|LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES                     
|------------------------------------------------------------------
|                                                                  
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS      
|Expressed in US
      dollars (except for number of common shares)

|                                                                               |  | Year Ended March 31, |  
|------------------------------------------------------------------------------ |  | -------------------- | -
|                                                                               |  | 2009                 |  
|                                                                               |  | $                    |  
|Revenues:                                                                      |  |                      |  
|Advertising revenue                                                            |  | -                    |  
|LED solutions revenue                                                          |  | 4,046,490            |  
|Other revenue                                                                  |  | 1,573,870            |  
|Total net revenues                                                             |  | 5,620,360            |  
|                                                                               |  |                      |  
|Cost of revenues:                                                              |  |                      |  
|Cost of sales of Advertising revenue                                           |  | (13,577              | )
|Cost of sales of LED solutions
      revenue                                   |  | (2,479,354           | )
|Costs of Other revenue (i)                                                     |  | (1,209,401           | )
|Total cost of revenues                                                         |  | (3,702,332           | )
|                                                                               |  |                      |  
|Gross profit                                                                   |  | 1,918,028            |  
|                                                                               |  |                      |  
|Bad debts                                                                      |  | (1,019,285           | )
|Amortization                                                                   |  | (758,871             | )
|Depreciation                                                                   |  | (223,297             | )
|Selling and marketing expenses                                                 |  | (698,116             | )
|General and administrative expenses                                            |  | (4,070,944           | )
|Interest expense                                                               |  | (27,554              | )
|Interest income                                                                |  | 867                  |  
|Other income                                                                   |  | 453,129              |  
|Other expenses                                                                 |  | (171,102             | )
|Impairment loss on intangible assets, net                                      |  | -                    |  
|Impairment on goodwill                                                         |  | -                    |  
|Loss on disposal of plant and equipment                                        |  | (432,520             | )
|Loss on redemption of redeemable convertible notes and options                 |  | -                    |  
|                                                                               |  |                      |  
|Loss from continuing operations before income tax and minority
      interests |  | (5,029,665           | )
|Income tax refund                                                              |  | 239,912              |  
|                                                                               |  |                      |  
|Net loss from continuing operations before minority interests                  |  | (4,789,753           | )
|Minority interests                                                             |  | 314,817              |  
|                                                                               |  |                      |  
|Net loss from continuing operations                                            |  | (4,474,936           | )
|                                                                               |  |                      |  
|Discontinued operations                                                        |  |                      |  
|Net (loss) from discontinued operations, net of
      income taxes             |  | (108,314             | )
|Loss on disposal of discontinued component                                     |  | -                    |  
|                                                                               |  |                      |  
|(Loss) on discontinued operations                                              |  | (108,314             | )
|                                                                               |  |                      |  
|Net loss attributable to common shareholders                                   |  | (4,583,250           | )
|                                                                               |  |                      |  
|Other comprehensive income (loss)                                              |  |                      |  
|Foreign currency translation adjustment arising
      during the period        |  | (5,088               | )
|Comprehensive loss                                                             |  | (4,588,338           | )

---

- 39 -

|Loss per share                                       |  |            |   |  |            |  
|---------------------------------------------------- |  | ---------- | - |  | ---------- | -
|- Basic                                              |  |            |   |  |            |  
|Continuing operations                                |  | (0.08      | ) |  | (0.16      | )
|Discontinued operations                              |  | 0.00       |   |  | (0.06      | )
|Total                                                |  | (0.08      | ) |  | (0.22      | )
|                                                     |  |            |   |  |            |  
|- Diluted                                            |  |            |   |  |            |  
|Continuing operations                                |  | (0.08      | ) |  | (0.16      | )
|Discontinued operations                              |  | 0.00       |   |  | (0.06      | )
|Total                                                |  | (0.08      | ) |  | (0.22      | )
|                                                     |  |            |   |  |            |  
|Weighted average number of common shares outstanding |  |            |   |  |            |  
|- Basic                                              |  | 55,876,410 |   |  | 42,574,361 |  
|- Diluted                                            |  | 55,876,410 |   |  | 42,574,361 |  

(i) Includes depreciation of plant and equipment of $288,916
and $243,197 for the year ended March 31, 2009 and 2008 respectively.

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

---

- 40 -

|LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES                                     
|----------------------------------------------------------------------------------
|                                                                                  
|CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
      AND COMPREHENSIVE
|LOSS                                                                              
|Expressed in US
      dollars (except for number of common shares)                

|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  | Total Accumulated Other Comprehensive Income
      And |  
|------------------ | ------------- |  |  | ------ |  | -------- |  |  | ---------- | - |  | ------------------- |  |  | ------------------------------------------------------ | -
|                   | Common Shares |  |  |        |  |          |  |  |            |   |  | Accumulated Deficit | 
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  | Accumulated                                            |  
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  | Other                                                  |  
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  | Comprehensive                                          |  
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  | Income                                                 |  
|                   |               |  |  |        |  | Common   |  |  | Additional |   |  |                     |  |  | - Foreign                                              |  
|                   |               |  |  |        |  | Stock    |  |  | Paid-In    |   |  |                     |  |  | Currency                                               |  
|                   | Number        |  |  | Amount |  | Warrants |  |  | Capital    |   |  | Other               |  |  | Translation                                            |  
|                   |               |  |  |        |  |          |  |  |            |   |  | Reserves            |  |  | Adjustment                                             |  
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|Balance at         |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|March 31, 2007     | 37,451,410    |  |  | 37,451 |  | -        |  |  | 24,139,333 |   |  | 28,944              |  |  | 322,541                                                |  
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|Cancellation of    |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|beneficial         |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|conversion feature |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|upon redemption    |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|of redeemable      |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|convertible notes  | -             |  |  | -      |  | -        |  |  | (1,647,273 | ) |  | -                   |  |  | -                                                      |  
|Issuance of shares |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|for additional     |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|working capital    | 18,425,000    |  |  | 18,425 |  | -        |  |  | 11,993,321 |   |  | -                   |  |  | -                                                      |  
|Issuance of        |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|warrants           | -             |  |  | -      |  | 344,673  |  |  | (344,673   | ) |  | -                   |  |  | -                                                      |  
|Foreign currency   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|translation        |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|adjustment         | -             |  |  | -      |  | -        |  |  | -          |   |  | -                   |  |  | 759,901                                                |  
|Net loss           | -             |  |  | -      |  | -        |  |  | -          |   |  | -                   |  |  | -                                                      |  
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|Balance at         |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|March 31, 2008     | 55,876,410    |  |  | 55,876 |  | 344,673  |  |  | 34,140,708 |   |  | 28,944              |  |  | 1,082,442                                              |  
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|Foreign currency   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|translation        |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|adjustment         | -             |  |  | -      |  | -        |  |  | -          |   |  | -                   |  |  | (5,088                                                 | )
|Net loss           | -             |  |  | -      |  | -        |  |  | -          |   |  | -                   |  |  | -                                                      |  
|                   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|Balance at March   |               |  |  |        |  |          |  |  |            |   |  |                     |  |  |                                                        |  
|31, 2009           | 55,876,410    |  |  | 55,876 |  | 344,673  |  |  | 34,140,708 |   |  | 28,944              |  |  | 1,077,354                                              |  

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

---

- 41 -

|LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES
|---------------------------------------------
|                                             
|CONSOLIDATED STATEMENTS OF CASH FLOWS        
|Expressed in US
      dollars                

|                                                                                     |  | Year Ended March 31, |  
|------------------------------------------------------------------------------------ |  | -------------------- | -
|                                                                                     |  | 2009                 |  
|                                                                                     |  | $                    |  
|Cash flows from operating activities:                                                |  |                      |  
|Net (loss)                                                                           |  | (4,474,936           | )
|Net (profit) loss
      from discontinued operations, net of income taxes            |  | (108,314             | )
|Loss on disposal of discontinued
      component                                     |  | -                    |  
|Net (loss) from continuing operations                                                |  | (4,583,250           | )
|                                                                                     |  |                      |  
|Adjustments to reconcile net (loss) income
      to                                  |  |                      |  
|net cash (used in) generated from operating activities:                              |  |                      |  
|Amortization of
      intangible assets                                              |  | 758,871              |  
|Impairment on goodwill                                                               |  | -                    |  
|Impairment loss
      on intangible assets, net                                      |  | -                    |  
|Bad debts                                                                            |  | 1,019,285            |  
|Depreciation expense                                                                 |  | 512,212              |  
|Income tax reversal                                                                  |  | (234,921             | )
|Loss on disposal of plant and equipment                                              |  | 432,520              |  
|Minority interest                                                                    |  | (314,817             | )
|Gain on changes in fair value of
      embedded options                              |  | -                    |  
|Loss on redemption
      of redeemable convertible notes and options                 |  | -                    |  
|Changes in operating assets and liabilities, net of acquisitions:                    |  |                      |  
|Accounts receivable,
      net of allowance for doubtful debts                       |  | 1,710,094            |  
|Costs and estimated earnings in
      excess of billings on uncompleted contracts    |  | (34,278              | )
|Prepaid expenses
      and other current assets, including noncurrent portion        |  | (117,035             | )
|Inventories  others                                                                 |  | (348,583             | )
|Trade payables                                                                       |  | (1,823,490           | )
|Accrued expenses and other current
      liabilities                                 |  | 390,460              |  
|Income tax payable                                                                   |  | (3,289               | )
|                                                                                     |  |                      |  
|Net cash (used in) operating activities of continuing operations                     |  | (2,636,221           | )
|Net cash provided by (used in) operating activities of discontinued
      operations |  | 231,068              |  
|Net cash (used in) operating activities                                              |  | (2,405,153           | )
|                                                                                     |  |                      |  
|Cash flows from investing activities:                                                |  |                      |  
|Purchase of plant and equipment
      and intangible assets                          |  | (741,707             | )
|Purchase of Out-of-Home advertising
      LED equipment                              |  | (1,397,265           | )
|Purchase of construction in progress
      - Out-of-Home advertising LED display     |  | (178,406             | )
|Proceeds from sales of plant and
      equipment                                     |  | 508,682              |  
|Net cash acquired from acquisition
      of subsidiaries                             |  | 21,184               |  
|                                                                                     |  |                      |  
|Net cash (used in) investing activities of continuing operations                     |  | (1,787,512           | )
|Net cash (used in) investing activities of
      discontinued operations             |  | (649                 | )
|Net cash (used in) investing activities                                              |  | (1,788,161           | )

---

- 42 -

|LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES    
|-------------------------------------------------
|                                                 
|CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
|Expressed in US
      dollars                    

|                                                                                        |  | Year Ended March 31, |  
|--------------------------------------------------------------------------------------- |  | -------------------- | -
|                                                                                        |  | 2009                 |  
|                                                                                        |  | $                    |  
|                                                                                        |  |                      |  
|Cash flows from financing activities:                                                   |  |                      |  
|Net proceeds from issuance of share
      capital                                       |  | -                    |  
|Proceeds from short-term
      borrowings                                               |  | 400,896              |  
|Repayment of short-term borrowings                                                      |  | (400,896             | )
|Proceeds from bank
      loan                                                           |  | 47,784               |  
|Repayment of bank loan                                                                  |  | (30,854              | )
|Early redemption
      of redeemable convertible notes                                  |  | -                    |  
|Repayment of capital lease obligations                                                  |  | (3,290               | )
|Advance from a director                                                                 |  | 745,501              |  
|Repayment to a director                                                                 |  | -                    |  
|                                                                                        |  |                      |  
|Net cash provided by financing activities of continuing operations                      |  | 759,141              |  
|Net cash (used in) generated from financing
      activities of discontinued operations |  | -                    |  
|Net cash provided by financing activities                                               |  | 759,141              |  
|                                                                                        |  |                      |  
|Effect of foreign exchange rate changes                                                 |  | (154,128             | )
|                                                                                        |  |                      |  
|Net (decrease) in cash and cash equivalents                                             |  | (3,588,301           | )
|Cash and cash equivalents at beginning of the
      year                                |  | 3,978,499            |  
|                                                                                        |  |                      |  
|Cash and cash equivalents at end of the year                                            |  | 390,198              |  
|                                                                                        |  |                      |  
|Analysis of cash and cash equivalents:                                                  |  |                      |  
|Cash at banks and in hand 
      continuing operations                                 |  | 381,643              |  
|Cash at banks and
      in hand  discontinued operations                               |  | 8,555                |  
|                                                                                        |  | 390,198              |  
|Supplemental disclosure of cash flows information                                       |  |                      |  
|Bank interest expenses paid                                                             |  | 9,427                |  
|Interest on capital
      lease obligations paid                                        |  | 840                  |  
|Income taxes paid                                                                       |  | 1,982                |  

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

---

- 43 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

Lightscape Technologies Inc. (Lightscape or the Company)
was incorporated under the laws of the State of Nevada. On April 20, 2007, the
Company changed its name from Global Innovative System Inc. to Lightscape
Technologies Inc. The Company is a holding company, and together with its
subsidiaries (the Group) is principally engaged in three business activities:
(i) light-emitting diode (LED) out-of-home (OOH) advertising, (ii) LED
solutions and (iii) others including lighting source products.

NOTE 2. ACQUISITION OF A SUBSIDIARY

Pursuant to a Sale and Purchase Agreement (S&P Agreement)
dated July 1, 2008 between Tech Team Investment Limited (Tech Team
Investment), a wholly-owned subsidiary of the Company, and Mr. Yeung Wang Hung
(the Vendor), sole shareholder of Golden Cypress Limited (Golden Cypress),
the Company acquired 100% of the equity interest of Golden Cypress at a
consideration of $128,535 (or HK$1,000,000). Golden Cypress is a company
incorporated in the British Virgin Islands, which holds a 100% equity interest
in Media AV International Pte Limited (Media AV), a company incorporated in
Singapore. Media AV operates an LED solutions business, including rentals and
permanent installations, in Singapore.

The purchase price has been allocated as follows based on the
estimated fair values of the assets acquired and liabilities assumed as of the
date of acquisition:

|                                                                                             |  | $        |  
|-------------------------------------------------------------------------------------------- |  | -------- | -
|                                                                                             |  |          |  
|Cash and cash equivalents                                                                    |  | 21,184   |  
|Accounts receivable                                                                          |  | 459,494  |  
|Prepaid expenses and other current assets                                                    |  | 23,252   |  
|Plant and equipment, net                                                                     |  | 80,323   |  
|Short-term borrowings                                                                        |  | (112,772 | )
|Trade payables                                                                               |  | (8,916   | )
|Amount due to a director                                                                     |  | (149,517 | )
|Accrued expenses and other current liabilities                                               |  | (83,524  | )
|Obligations under capital leases                                                             |  | (11,588  | )
|Other tax payable                                                                            |  | (13,351  | )
|                                                                                             |  |          |  
|Net assets                                                                                   |  | 204,585  |  
|Excess of net assets over purchase
      consideration allocated against plant and equipment |  | (76,050  | )
|Net assets after excess allocation                                                           |  | 128,535  |  
|                                                                                             |  |          |  
|Total consideration                                                                          |  | 128,535  |  

Total consideration of $128,535 was prepaid on December 10,
2007 and included in prepaid expenses and other current assets in previous
periods.

In accordance with Statement of Financial Accounting Standards
(SFAS) No. 141, the excess of net assets over the purchase consideration has
been allocated on a pro rata basis to all acquired assets except financial
assets. Net book value of plant and equipment immediately after the allocation
was $4,273.

The results of operations of Golden Cypress have been included
in the Consolidated Statements of Operations of the Company for the year ended
March 31, 2009 from the date of acquisition.

---

- 44 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 2. ACQUISITION OF A SUBSIDIARY(continued)

Pro forma information as required by SFAS 141 is not presented
because the results of operations of Golden Cypress for the first three months
of the year ended March 31, 2009 and the full year ended March 31, 2008 are
immaterial.

Pursuant to a supplementary agreement dated July 2, 2008
between Golden Cypress Limited and Mr. Choong Yip Weng, as an addendum to the
S&P Agreement as mentioned above, Mr. Choong, director of Media AV, thereby
warranted that Media AV will achieve at least break even in its operating
results (break-even guarantee) for the nine months ended March 31, 2009.
Golden Cypress may exercise its right under the break-even guarantee provision
by offsetting any amounts owed to Mr. Choong in the books of Media AV or any
other subsidiaries of the Company. Accordingly, the net loss of $280,630 of
Media AV for the nine months ended March 31, 2009 has been accounted for as
other income of $280,630 for the year ended March 31, 2009 and set off against
the amount owed by Media AV to Mr. Choong of $180,640 and the shortfall of
$99,990 has been accounted for as other receivable and included in Prepaid
expenses and other current assets as of March 31, 2009.

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

Principle of Consolidation and Basis of Presentation

The accompanying consolidated financial statements of the Group
are stated in United States dollars and have been prepared in accordance with
generally accepted accounting principles in the United States of America and
include the financial statements of the Company and its majority-owned
subsidiaries. All significant intercompany transactions and balances are
eliminated on consolidation.

The accompanying audited consolidated financial statements as
of March 31, 2009 and 2008 and for the years ended March 31, 2009 and 2008 have
been prepared in accordance with generally accepted accounting principles and
with the instructions to Form 10-K and Regulation S-X applicable to smaller
reporting companies. In the opinion of management, these audited consolidated
financial statements include all adjustments considered necessary to make the
financial statements not misleading.

Certain of the 2008 comparative figures have been reclassified
to conform with the current year presentation. These reclassifications had no
impact on previously reported financial positions, results of operations or cash
flows.

Use of Estimates

The preparation of financial statements 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 reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and demand
deposits which are unrestricted as to withdrawal and use, and which have
maturities of three months or less when purchased. Cash and cash equivalents as
of March 31, 2009 and 2008 of $381,643 and $3,976,565, respectively, consist of
cash on hand and current accounts and savings accounts with respective banks,
without any time or demand deposits.

---

- 45 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

Accounts Receivables and Allowance for Doubtful Accounts

The Company performs certain credit evaluation procedures and
does not require collateral for financial instruments subject to credit risk.
The Company believes that credit risk is limited because the Company routinely
assesses the financial strength of its customers and, based upon factors
surrounding the credit risk of its customers, establishes an allowance for
uncollectible accounts receivable. As a consequence, the Company believes that
its accounts receivable credit risk exposure beyond such allowances is limited.
The Company recognizes an allowance for doubtful accounts to ensure accounts
receivable are not overstated due to uncollectibility and are maintained for all
customers based on a variety of factors, including the length of time the
receivables are past due, significant onetime events and historical experience.
An additional reserve for individual accounts is recorded when the Company
becomes aware of a customers inability to meet its financial obligation, such
as in the case of bankruptcy filings or deterioration in the customers
operating results or financial position. If circumstances related to customers
change, estimates of the recoverability of receivables would be further
adjusted. As of March 31, 2009 and March 31, 2008, the allowance for doubtful
accounts was approximately $1,287,843 and $817,800, respectively.

Inventories

Inventories are stated at the lower of cost or market value.
Cost is determined on the first-in, first-out basis. Write-down of potentially
obsolete or slow-moving inventory is recorded based on managements analysis of
inventory levels and the Companys assessment of estimated obsolescence based
upon assumptions about future demand and market conditions. Further write-down
of the value may be required in the future if there is rapid technological and
structural change in the industry. This may reduce the results of operations of
the Company.

Goodwill

The Company accounts for acquisitions of business in accordance
with SFAS No. 141 Business Combinations, which results in the recognition of
goodwill when the purchase price exceeds the fair value of net assets acquired.
Goodwill is not subject to amortization but will be subject to periodic
evaluation for impairment. Goodwill is stated in the consolidated balance sheet
at cost less accumulated impairment loss (see Note 10).

Intangible Assets

The Company acquired certain intangible assets through the
acquisition of subsidiaries. These intangible assets are comprised of
trademarks, customer lists and relationships, unfulfilled purchase orders,
completed technology for the production of Aihua Ultra-High Pressure Mercury
(AHP) lamps and High Intensity Discharge (HID) lamps, a customer base and a
distributor base. The acquired trademarks were determined to have indefinite
useful lives which are not subject to amortization, unless and until the useful
lives are determined to no longer be indefinite.

The estimation of the useful lives of the trademarks, completed
technologies for the production of AHP and HID, distributor base, customer lists
and relationships are affected by factors such as a change in demand,
unanticipated competition change in technology, legislative action that results
in an uncertain or an adverse change in the regulatory environment or changes in
distribution channels and business climate.

Software and licenses are recognized as intangible assets at
cost less accumulated amortization. These assets are generally amortized over
three years.

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- 46 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

Impairment of Long-Lived Assets

The Company reviews long-lived assets for potential impairment
based on a review of projected undiscounted cash flows associated with these
assets. Long-lived assets are included in impairment evaluations when events and
circumstances exist that indicate the carrying amount of these assets may not be
recoverable. Measurement of impairment losses for long-lived assets that the
Company expects to hold and use is based on the estimated fair value of the
assets. Therefore, future changes in the Companys strategy and other changes in
its operations could impact the projected future operating results that are
inherent in estimates of fair value, resulting in impairments in the future.
Additionally, other changes in the estimates and assumptions, including the
discount rate and expected long-term growth rate, which drive the valuation
techniques employed to estimate the fair value of long-lived assets could change
and, therefore, impact the assessments of impairment in the future (see Note
10).

Plant and Equipment and Construction in Progress

Plant and equipment is recorded at cost less accumulated
depreciation. Depreciation is provided on a straight-line basis over the
estimated useful lives of the assets. Estimated useful lives of equipment are as
follows:

|Testing equipment                 | 4 years                                                      
|--------------------------------- | -------------------------------------------------------------
|Office equipment                  | 3 - 4 years                                                  
|Furniture and fixtures            | 3 - 4 years                                                  
|Leasehold improvements            | shorter of 4 years or the remaining terms of
      the leases
|Motor vehicles                    | 5 - 7 years                                                  
|Moulds                            | 3 years                                                      
|Factory machinery and equipment   | 10 - 16 years                                                
|Out-of-home advertising equipment | 10 - 12 years                                                

Construction in progress is stated at cost which comprises all
direct costs incurred in relation to the construction.

The cost of construction in progress will not be depreciated
until the construction is completed and the assets are transferred to a specific
category of plant and equipment and put into service.

Expenditures for repairs, maintenance and minor renewals and
betterments are expensed as incurred.

Deferred Costs

Deferred costs relates to costs which enable OOH advertising
LED display and equipment to operate and commence its income generating
activities, however, the costs cannot be capitalized because they are not
directly related to bringing the equipment to its existing condition and
location. Examples are licence fee for OOH advertising and prepaid rental. The
costs incurred are initially recorded as a deferred cost within the non-current
assets section of the balance sheet, and the deferred costs are subsequently
recorded as a cost of sales when the Company recognizes revenue for the related
OOH advertising revenue, in accordance with the matching principle.

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- 47 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

Net Investment in Sales - Type Leases

At the time a sales-type lease is consummated, the Company
records the gross finance receivable, less unearned income. Unearned income is
recognized as lease income using the interest method over the term of the lease
and is included as financing revenue in the Companys consolidated statements of
operations. The Company reviews minimum lease payments receivable for
collectability on a periodic basis. The review consists primarily of an analysis
based upon current information available about the customer as well as the
current economic environment, value of leased assets net of repossession cost
and prior history. Impairment is measured using the fair value of the leased
assets when foreclosure is probable. Using this information, the Company
determines the expected cash flow for the receivable and calculates a
recommended estimate of the potential loss and the probability of loss. For
those accounts in which the loss is probable, the Company records a specific
reserve.

Revenue Recognition

The Company recognizes revenue when it has persuasive evidence
of an arrangement, the product has been delivered and installed or the services
have been provided to the customer, the sales price is fixed or determinable,
and collectability is reasonably assured. In addition to the aforementioned
general policy, the following are specific revenue recognition policies for each
major category of revenue.

Advertising  LED related Out-of-Home (OOH)
advertising revenue from advertising services, net of agency rebates and
commissions, is recognized ratably over the period in which the advertisement is
displayed. Prepayments for the advertising services are deferred and recognized
as revenue when the advertising services are rendered.

LED solutions - The Company sells its products directly
to end users and through distributors. Revenue is recognized when the product is
delivered to the customer and all other revenue recognition criteria are met.
Revenues for LED solutions activities provided on a supply and build basis and
for consultancy services for which the revenue generation process lasts for
several months are recognized on the percentage-of-completion method, measured
either by the ratio of costs incurred up to a given date to estimated total
costs for each contract, or by an assessment from a quantity surveyor as
appointed by our customers.

Contract costs include all direct material, direct labor,
subcontracting and other costs and those indirect costs related to contract
performance, such as indirect salaries and wages, equipment repairs and
depreciation, insurance and payroll taxes. Administrative and general expenses
are charged to expense as incurred. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions and estimated
profitability, including those changes arising from contract penalty provisions
and final contract settlements may result in revisions to costs and income and
are recognized in the period in which the revisions are determined. An amount
attributable to contract claims is included in revenues when realization is
probable and the amount can be reliably estimated. The Company generally
provides a one-year warranty for workmanship under its contracts. Warranty
claims historically have been inconsequential.

The asset, Costs and estimated earnings in excess of billings
on uncompleted contracts represents revenues recognized in excess of amounts
billed on these contracts. The liability Billings in excess of costs and
estimated earnings on uncompleted contracts represents billings in excess of
revenues recognized on these contracts.

Others This includes sales of lighting source
products, rental income, commission and service income and sales-type lease
income.

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- 48 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Regarding sales of lighting source products, the Company sells
its products directly to end users and through distributors. Revenue is
recognized when the product is delivered to the customer and all other revenue
recognition criteria are met. Revenue from rentals and operating leases without
any acceptance provisions is recognized on a straight-line basis over the term
of the rental or lease. Revenue regarding commission and service income is
recognized when services are rendered. Revenue from sales-type leases is
recognized over the term of the lease, using the effective interest method.

Income Taxes

Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the carrying amounts
of existing assets and liabilities and their respective tax bases as well as
operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Valuation allowances are established when it is more likely than
not that some or all of the deferred tax assets will not be realized.

Accounting for Uncertainty in Income Taxes

In June 2006, the Financial Accounting Standards Board (FASB)
issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No. 109(FIN 48). FIN 48 is intended
to clarify the accounting for uncertainty in income taxes recognized in a
companys financial statements and prescribes the recognition and measurement of
a tax position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition.

Under FIN 48, it is a two-step process for valuation of a tax
position. Step one is to determine whether it is more-likely-than-not that a tax
position will be sustained upon examination, including the resolution of any
related appeals or litigation based on the technical merits of that position.
Step two is to measure a tax position that meets the more-likely-than-not
threshold to determine the amount of benefit to be recognized in the financial
statements. A tax position is measured at the largest amount of benefit that is
greater than 50% likely of being realized upon ultimate settlement.

Tax positions that previously failed to meet the
more-likely-than-not recognition threshold should be recognized in the first
subsequent period in which the threshold is met. Previously recognized tax
positions that no longer meet the more-likely-than-not criteria should be
de-recognized in the first subsequent financial reporting period in which the
threshold is no longer met.

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- 49 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The functional currency of the Company is Hong Kong dollars
(HKD). Transactions in other currencies are recorded in HKD at the rates of
exchange prevailing when the transactions occur. Monetary assets and liabilities
denominated in other currencies are measured in HKD at rates of exchange in
effect at the balance sheet dates. Exchange gains and losses are recorded in the
consolidated statements of operations as a component of current period earnings.

For financial reporting purposes, the financial statements of
the Company which are prepared using the functional currency have been
translated into United States dollars. Assets and liabilities are translated at
the exchange rates at the balance sheet dates and revenue and expenses are
translated at the average exchange rate for the period and stockholders equity
is translated at historical exchange rates. Any translation adjustments
resulting from the translation are included in foreign currency translation
adjustment in accumulated other comprehensive income, a component of
stockholders equity.

Segment Information

The Companys segment reporting is prepared in accordance with
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information (SFAS 131). The management approach required by SFAS 131 requires
that the internal reporting structure used by management for making operating
decisions and assessing performance be used as the source for presenting the
Groups reportable segments.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, trade
receivables, short-term debt and trade payables approximate their fair values
due to the short-term maturity of these instruments. The fair value of long-term
debts and capital lease obligations approximate their carrying values based on
interest rates currently available to the Company.

Comprehensive Income

Comprehensive income includes all changes in equity during a
period except those resulting from investments by owners and distributions to
owners.

Stock-based Payment

The Company adopted SFAS No. 123R, Share-Based Payment (SFAS
123R) using the modified prospective method. Under SFAS 123R, equity
instruments issued to employees for their services are measured at the
grant-date fair value and recognized in the statement of operations over the
service period.

The Company accounts for stock options and stock issued to non-employees
  for goods or services in accordance with the fair value method of SFAS 123R,
  which recognizes the value of such services at the fair value of the equity
  instrument or of the goods or services, whichever is more readily determinable.

Basic and Diluted Earnings (Loss) per Share

The Company reports basic earnings per share in accordance with
  SFAS No. 128, Earnings Per Share. Basic earnings per share is computed
  using the weighted average number of shares outstanding during the periods presented.
  The weighted average number of shares of the Company represents the common stock
  outstanding during the period.

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- 50 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

*Basic and Diluted Earnings (Loss) per Share (continued)*

Diluted earnings per share is based on the assumption that if
  there is no anti-dilutive effect on the basic earnings per share, all dilutive
  convertible notes, options and warrants were converted or exercised. Dilution
  is computed by applying the treasury stock method. Under this method, options
  and warrants are assumed to be exercised at the beginning of the year (or at
  the time of issuance, if later), and as if funds obtained thereby were used
  to purchase common stock at the average market price during the period.

Fair Value Disclosure

Effective April 1, 2008, we adopted SFAS No. 157, Fair Value
Measurements (SFAS No. 157). SFAS No. 157 clarifies the definition of fair
value, prescribes methods for measuring fair value and establishes a fair value
hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets
for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets
and liabilities in active markets, quoted prices for identical or similar assets
and liabilities in markets that are not active, inputs other then quoted prices
that are observable, and inputs derived from or corroborated by observable
market data.

Level 3-Inputs are unobservable inputs which reflect the
reporting entity's own assumptions on what assumptions the market participants
would use in pricing the asset or liability based on the best available
information.

The adoption of SFAS No. 157 did not have a material impact on
  our fair value measurements as the Company does not have any balance sheet components
  deemed financial assets or liabilities.

*Advertising Expense*

Advertising costs are expensed as incurred. Advertising expense
  for the year ended March 31, 2009 and 2008 was approximately $98,855 and $51,413 respectivly.

Recent Accounting Pronouncements

In April 2009, the FASB issued FASB Staff Position (FSP)
  No. 115-2, Recognition and Presentation of Other-Than-Temporary Impairments
  (FSP 115-2), which was to make the guidance on other-than-temporary
  impairment more operational and to improve the presentation and disclosure of
  other-than-temporary impairments on debt and equity securities in the financial
  statements. It requires significant additional disclosures for both annual and
  interim periods, including the amortized cost basis of available-for-sale and
  held-to-maturity debt, the methodology and key imports used to measure the credit
  portion of other-than-temporary impairment, and a roll forward of amounts recognized
  in earnings for securities by major security type. FSP 115-2 makes amendment
  to SFAS No. 115, Accounting for Certain Investments in Debt and Equity
  Securities (SFAS 115) and FSP No. 115-1, The Meaning
  of Other-Than-Temporary Impairment and Its Application to Certain Investments
  to require entities identifying major security classes to be consistent with
  how the securities are managed based on the nature and risks of the security,
  and also expands, for disclosure purposes, the list of major security types
  identified in SFAS 115. FSP 115-2 is effective for interim and annual reporting
  periods ending after June 15, 2009. The Companys management does not believe
  that the adoption of this pronouncement will have a material impact on its financial
  statements.

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- 51 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

In April 2009, the FASB issued FSP No. 157-4, Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly(FSP 157-4), which provides additional guidance for estimating fair value
in accordance with FASB Statement No. 157 when the volume and level of activity
for an asset or liability has significantly decreased and also provides guidance
on identifying circumstances that indicate a transaction is not orderly. FSP
157-4 amends SFAS No. 157 to require entities to disclose in interim and annual
periods the inputs and valuation techniques used to measure fair value together
with any changes in valuation techniques and related inputs during the period.
FSP 157-4 also requires reporting entities to define major categoriesfor
both debt and equity securities to be major security types as described in
paragraph 19 of SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities. This requires entities to provide disclosures on a more
disaggregated basis than previously had been required under SFAS No. 157. FSP
157-4 is effective for interim and annual reporting periods ending after June
15, 2009, and shall be applied prospectively. The Companys management does not
believe that the adoption of this pronouncement will have a material impact on
its financial statements.

In April 2008, the FASB issued FSP No. 142-3, Determination of
the Useful Life of Intangible Assets (FSP 142-3). It amends the factors an
entity should consider in developing renewal or extension assumptions used in
determining the useful life of recognized intangible assets under FASB Statement
No. 142, Goodwill and Other Intangible Assets. This new guidance applies
prospectively to intangible assets that are acquired individually or with a
group of other assets in business combinations and asset acquisitions. FSP 142-3
is effective for financial statements issued for fiscal years and interim
periods beginning after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Companys financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the
sources of accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements of non-governmental
entities that are presented in conformity with generally accepted accounting
principles in the United States. It is effective 60 days following the
Securities and Exchange Commissions approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. The adoption of this
statement is not expected to have a material effect on the Companys financial
statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007)
(SFAS 141R), Business Combinations, which replaces SFAS 141. SFAS 141R
retains the purchase method of accounting for acquisitions, but requires a
number of changes, including changes in the way assets and liabilities are
recognized in purchase accounting. It also changes the recognition of assets
acquired and liabilities assumed arising from contingencies, requires the
capitalization of in-process research and development at fair value, and
requires the expensing of acquisition-related costs as incurred. SFAS 141R is
effective for fiscal years beginning on or after December 15, 2008 and will
apply prospectively to business combinations completed on or after that date.
The Companys management believes that this statement will impact the Company in
the event of any future acquisition.

---

- 52 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements (SFAS No. 160), an amendment of
ARB 51, which changes the accounting and reporting for minority interests.
Minority interests will be recharacterized as noncontrolling interests and will
be reported as a component of equity separate from the parents equity, and
purchases or sales of equity interests that do not result in a change in control
will be accounted for as equity transactions. In addition, net income
attributable to the noncontrolling interest will be included in consolidated net
income on the face of the income statement and, upon a loss of control, the
interest sold, as well as any interest retained, will be recorded at fair value
with any gain or loss recognized in earnings. SFAS No. 160 is effective for
financial statements for fiscal years beginning January 1, 2009 and will apply
prospectively, except for the presentation and disclosure requirements, which
will apply retrospectively. The adoption of this statement is not expected to
have a material effect on the Companys financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities-an amendment of FASB Statement No.
133 (SFAS 161). SFAS 161 requires enhanced disclosures about an entitys
derivative and hedging activities, including (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. The Company does not expect that the adoption of the pronouncement
will have a material effect on the Companys financial statements.

In May 2008, the FASB issued FSP Accounting Principles Board
Opinions (APB) 14-1, Accounting for Convertible Debt Instruments that May be
Settled in Cash upon Conversion (Including Partial Cash Settlement)(FSP APB 14-1 or the FSP). The FSP requires cash settled convertible
debt to be bifurcated into debt and equity components and accounted for
separately at issuance. The value assigned to the debt component would be the
estimated fair value, as of the issuance date, of a similar bond without the
conversion feature. The difference between the bond cash proceeds and this
estimated fair value would be recorded as a debt discount and amortized to
interest expense over the life of the bond. The equity component of the
convertible debt securities would be included in the paid-in-capital section of
shareholders equity on the Companys consolidated balance sheets and the
initial carrying values of these debt securities would be correspondingly
reduced. Management does not expect that the application of this standard will
have any significant effect on the Companys financial statements.

NOTE 4. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS
ON UNCOMPLETED CONTRACTS

Costs and estimated earnings in excess of billings on
uncompleted contracts as of March 31, 2009 and March 31, 2008 are summarized as
follows:

March 31,
    
    
    March 31,2009
    
    
    2008$
      
      
    $Cumulative costs incurred on
      uncompleted contracts
    
    761,574
    
    
    1,575,574Cumulative estimated earnings to date
    
    377,420
    
    
    1,071,8961,138,994
    
    
    2,647,470Less: Billings to date
    
    465,681
    
    
    2,008,435673,313
    
    
    639,035


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- 53 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the
following:

March 31,
    
    
      March 31,2009
    
    
      2008Presented in current assets:
    
      $
    
    
      $Trade deposits
    
      51,291
    
    
      1,546Rental, utilities and other deposits
    
      380,365
    
    
      393,373Prepaid expenses
    
      397,495
    
    
      863,092Other receivables
    
      432,182
    
    
      465,216Contract surety bond
      refundable deposit
    
      44,605
    
    
      -Other receivable regarding disposal of
      property, plant and equipment
    
      511,277
    
    
      -Others
    
      -
    
    
      18,8041,817,215
    
    
      1,742,031  Presented in noncurrent assets
      
      -
      
      
      -Other receivables
      
      511,277
      
      
      -


NOTE 6. INVENTORIES

Inventories  others by major category are summarized as
follows:

March 31,
    
    
    March 31,2009
    
    
    2008$
    
    
    $Raw materials
    
    290,338
    
    
    700,302Work in progress
    
    1,195,181
    
    
    589,119Finished goods
    
    789,033
    
    
    589,9552,274,552
    
    
    1,879,376


Inventories  LED by major category are summarized as follows:

March 31,
    
    
    March 31,2009
    
    
    2008$
    
    
    $Finished goods
    
    1,264,975
    
    
    2,024,422


NOTE 7. PLANT AND EQUIPMENT, NET

Plant and equipment consist of the following:

March 31,
    
    
    March 31,2009
    
    
    2008$
    
    
    $Testing equipment
    
    382
    
    
    -Office equipment
    
      577,273
    
    
    666,009Furniture and fixtures
    
      29,633
    
    
    16,428Leasehold improvements
    
    339,018
    
    
    323,900Motor vehicles
    
    66,153
    
    
    56,405Factory machinery and equipment
    
    3,059,764
    
    
    5,349,055Total
    
      4,072,223
    
    
    6,411,797Less: Accumulated depreciation
    
      (1,543,082
    )
    
    (1,761,399
    )Plant and equipment, net
    
      2,529,141
    
    
    4,650,398


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- 54 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 7. PLANT AND EQUIPMENT, NET (continued)

Equipment held under capital leases and included above is
summarized as follows:

March 31,
    
    
    March 31,2009
    
    
    2008$
    
    
    $Office equipment
    
    -
    
    
    8,869Motor vehicle
    
    14,335
    
    
    -Less: Accumulated depreciation
    
    (6,690
    )
    
    (3,449
    )Equipment, net held under capital leases
    
    7,645
    
    
    5,420


NOTE 8. OOH ADVERTISING EQUIPMENT

OOH advertising equipment consists of the following:

March 31,
    
    
    March 31,2009
    
    
    2008$
    
    
    $OOH advertising LED display
    
    1,991,995
    
    
    -OOH advertising visual, audio and related equipment
    
    238,189
    
    
    -Total
    
    2,230,184
    
    
    -Less: Accumulated depreciation
    
    (16,376
    )
    
    -OOH advertising equipment, net
    
    2,213,808
    
    
    -


NOTE 9. OOH CONSTRUCTION IN PROGRESS

OOH construction in progress consists of the following:

March 31,
    
    
    March 31,2009
    
    
    2008$
    
    
    $Cost incurred related to construction of an
      OOHadvertising LED display in China
    
    266,250
    
    
    -


NOTE 10. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill was recognized upon to the acquisition of equity
interests in Beijing Illumination (Hong Kong) Limited (Beijing Illumination)
and Lightscape Technologies (Macau) Limited (Lightscape Macau) and represents
the costs of the investments over the estimated fair value of the underlying net
assets acquired.

Changes to goodwill during the years ended March 31, 2009 and
2008 are as follows:

March 31,
    
    
    March 31,2009
    
    
    2008$
    
    
    $Balance at the beginning of the period
    
    4,476,574
    
    
    5,003,437Impairment losses recognized
    
    -
    
    
    (526,863
    )Balance at the end of the period
    
    4,476,574
    
    
    4,476,574


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- 55 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 10. GOODWILL AND INTANGIBLE ASSETS, NET(continued)

Impairment Losses on Goodwill for Investment in Beijing
Illumination

The write-down of goodwill of $Nil and $526,863 respectively
for the year ended March 31, 2009 and 2008, was based on the discounted cash
flows analysis as conducted by the management (discounted cash flows analysis)
regarding Beijing Illumination for the year ended March 31, 2009 and 2008,
respectively. Management assessed the basis to ascertain the amount of
impairment losses on goodwill and intangible assets. The discounted cash flows
analysis was carried out on the basis of fair value, which is defined as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date.

Management takes full responsibility for valuing the assets and
the liabilities of the acquired entity, and has carefully reviewed the
reasonableness of the basis of valuation, valuation assumptions and valuation
methodology, in particular the use of the income approach, which is also known
as the discounted cash flow method (DCF). The fair value of goodwill and
intangible assets were determined by applying a discount rate (the cost of
capital) in the DCF model to determine the net present value of our acquired
subsidiarys future expected cash flows.

Intangible Assets

Intangible assets arise from the acquisition of interests in
subsidiaries. The costs of the intangible assets were determined during the
allocation of the purchase prices based on the estimated fair values of the
assets acquired and liabilities assumed as of the date of acquisition. Acquired
intangible assets consist of the following:

March 31, 2009
      
      
      March 31, 2008Accumulated
      
      
      
      
      
      
      
      
      Accumulatedamortization
      
      
      
      
      
      
      
      
      amortizationand
      
      
      
      
      
      
      
      
      andCost
      
      
      impairment
      
      
      Net
      
      
      Cost
      
      
      impairment
      
      
      Net$
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $Subject to amortizationCompleted technology  AHP
      
      1,172,616
      
      
      (1,167,011
      )
      
      5,605
      
      
      1,172,616
      
      
      (999,494
      )
      
      173,122Completed technology  HID
      
      1,214,012
      
      
      (920,755
      )
      
      293,257
      
      
      1,214,012
      
      
      (617,252
      )
      
      596,760Software and license (i)
      
      650,807
      
      
      (560,805
      )
      
      82,431
      
      
      641,077
      
      
      (345,101
      )
      
      295,976Customer lists and relationships
      
      45,797
      
      
      (24,017
      )
      
      21,780
      
      
      45,797
      
      
      (19,437
      )
      
      26,360Distributors list
      
      179,351
      
      
      (179,351
      )
      
      -
      
      
      179,351
      
      
      (137,665
      )
      
      41,686Total
      
      3,262,583
      
      
      (2,851,939
      )
      
      403,073
      
      
      3,252,853
      
      
      (2,118,949
      )
      
      1,133,904Not subject to amortizationTrademark
      
      566,209
      
      
      -
      
      
      566,209
      
      
      566,210
      
      
      -
      
      
      566,210Total
      
      3,828,792
      
      
      (2,851,939
      )
      
      969,282
      
      
      3,819,063
      
      
      (2,118,949
      )
      
      1,700,114


(i) including an addition of $9,730 during the year ended March
  31, 2009.

An impairment   review regarding intangible assets based on the discounted cash flows analysis,   was conducted by the management (“discounted cash flows analysis”) regarding all   intangible assets of the Company, including Beijing Illumination, for the year   ended March 31, 2009 indicates no impairment loss is required for the year ended   March 31, 2009 while impairment loss of $689,204 was accounted for the year   ended March 31, 2008.

---

- 56 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 10. GOODWILL AND INTANGIBLE ASSETS, NET(continued)

Intangible Assets (continued)

Amortization expenses charged to net loss from operations for
the years ended March 31, 2009 and 2008 were approximately $751,299 and $749,251
respectively. Anticipated amortization expense for each of the following five
years is as follows:

Year ending March 31,
    
    $2010
    
      378,1542011
    
    7,8232012
    
    7,8232013
    
    5,8112014
    
    3,462403,073


NOTE 11. BANK BORROWINGS

Bank borrowings relate to two term loans each borrowed from DBS
Bank and OCBC Bank, respectively, by Media AV, with principal of Singapore
Dollars (SGD) SGD100,000, SGD50,000, SGD50,000 and SGD70,000, or $65,759,
$32,880, $32,880 and $46,031, respectively. The commencement dates are April 3,
2007, June 27, 2008, February 1, 2007 and February 19, 2009, respectively. The
loans are repayable by 36, 24, 60 and 48 monthly instalments, and incur interest
at an annual rate of 12.5%, 12.5%, 13.12% and 13.38%, respectively. These loans
are secured by a deed of guarantee and indemnity by a director of Media AV.

The following is a summary of future repayments related to bank
borrowings for the next five years:

Year ending March 31,
    
    $2010
    
    55,2662011
    
    30,3522012
    
    20,2982013
    
    11,5082014
    
    -117,424


NOTE 12. OBLIGATIONS UNDER CAPITAL LEASES

March 31,
    
    
    March 31,2009
    
    
    2008$
    
    
    $Total minimum lease payments,
      with $nil representing interest
    
    8,217
    
    
    7,243Less: Current portion of obligations under
      capital leases
    
    (2,904
    )
    
    (1,774
    )Long-term portion of
      obligations under capital leases
    
    5,313
    
    
    5,469


(i) Equipment relating to a copier machine under hire purchase
with obligations under capital leases of $7,243 as of March 31, 2008 has been
disposed at a gain on disposal of $2,513 in the year ended March 31, 2009.

---

- 57 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 12. OBLIGATIONS UNDER CAPITAL LEASES (continued)

The following is a summary of future minimum lease payments
under capital leases as of March 31, 2009:

Year ending March 31,
    
    $2010
    
      2,9042011
    
      2,9042012
    
      2,4092013
    
    -8,217


The Company entered into capital lease arrangements for leasing
a second hand truck used in its operations. The lease is for a term of five
years. For the year ended March 31, 2009, the capital lease arrangement was on
an interest bearing basis. The leases are on a fixed repayment basis and require
no contingent rental payments. The interest expenses incurred on these capital
leases were $1,230 and $nil for the years ended March 31, 2009 and 2008,
respectively.

NOTE 13. OTHER RESERVES

The other reserves represent the statutory surplus reserve of
the Companys subsidiaries in the Peoples Republic of China (PRC).

Statutory Surplus Reserve

In accordance with the relevant laws and regulations of the PRC
and the subsidiaries articles of association, the subsidiaries are required to
appropriate 10% of their net income, after offsetting any prior years losses,
to the statutory surplus reserve. When the balance of such reserve reaches 50%
of the PRC subsidiaries share capital, any further appropriation is optional.

The statutory surplus reserve can be used to offset prior
years losses, if any, and may be converted into share capital by issuing new
shares to shareholders in proportion to their existing shareholding or by
increasing the par value of the shares currently held by them, provided that the
remaining balance of the reserve after such issue is not less than 25% of share
capital. The statutory surplus reserve is non-distributable.

NOTE 14. FOREIGN CURRENCY TRANSACTION LOSS

Foreign currency transaction losses of $8,323 for the year
ended March 31, 2009 and a gain of $19,668 for the year ended March 31, 2008
were included in determining net losses.

NOTE 15. INCOME TAX

Income tax expense for the year ended March 31, 2009 represents
the provision for income tax of the subsidiaries operating in Hong Kong, Macau
and Mainland PRC which were calculated at the applicable tax rate.

A reconciliation of the provision for income taxes from
continuing operations determined at the US statutory corporate income tax rate
to the Companys effective income tax rate is as follows:

---

- 58 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 15. INCOME TAX (continued)

2009
    
    
    2008$
    
    
    $(Loss) before income tax
    
    (5,029,665
      )
    
    (7,274,488
    )US statutory corporate income tax rate
    
    34%
    
    
    35%Income tax (benefit) computed
      at United Statesstatutory corporate income tax
      rate
    
    (1,710,086
    )
    
    (2,546,071
    )Reconciling items:Rate differential for Hong Kong
      earnings
    
    314,573
    
    
    1,273,035Rate
      differential for PRC earnings
    
    108,002
    
    
    -Rate differential for Singapore
      earnings
    
    46,610
    
    
    -Tax effect of
      expenses not deductible for tax purposes
    
    867,917
    
    
    856,860Tax effect of income not taxable
      for tax purposes
    
    (138,961
    )
    
    (48,372
    )Loss not
      recognized as deferred income tax assets
    
    -
    
    
    437,546Others
    
      188,862
    
    
    27,002Change in valuation allowance
    
      (460,896
      )
    
    -Income tax refund (expense)
    
    (239,911
    )
    
    -


Deferred income taxes arose from the following:

2009
    
    
    2008$
    
    
    $Deferred tax assets- tax losses
    
    2,383,469
    
    
    961,976- valuation allowance
    
    (1,338,407
    )
    
    (877,511
    )Net deferred tax assets
    
    1,045,062
    
    
    84,465Deferred tax liabilities- Tax depreciation allowance in excess of
      book
    
    (1,045,062
    )
    
    (84,465
    )depreciation and amortizationNet deferred tax
    
    -
    
    
    -


For the operating loss carry forwards of approximately
$10,859,568 as of March 31, 2009, $1,123,292, $211,696, $298,170, $1,355,302 and
$832,003 will expire in 2010, 2011, 2012, 2013 and 2014, respectively, and the
remainder of $7,039,105 will be carried forward indefinitely.

As at March 31, 2009, the Company had accumulated net operating
loss carryforwards for Hong Kong income tax purposes of approximately $6,621,698
that are available to offset future taxable income. Realization of the net
operating loss carryforwards is dependent upon future profitable operations.
Accordingly, management has adjusted the valuation allowance during the year
ended March 31, 2009 to reduce the deferred tax asset associated with the net
operating loss carryforwards to $Nil at March 31, 2009.

---

- 59 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 15. INCOME TAX (continued)

Additionally, as of March 31, 2009, upon expiry of certain net
operating loss and adjustment in respect of agreeing with agreed tax losses per
Tax Authority of China, the Company had accumulated net operating loss
carryforwards for Chinese tax purposes of approximately $492,607. Realization of
the Chinese tax net operating loss carryforwards is dependent on future
profitable operations, as well as a maximum five-year carryforward period.
Accordingly, management has adjusted valuation allowance to reduce the deferred
tax associated with the net operating loss carryforwards to zero at March 31,
2009. These tax losses yield deferred tax assets of approximately $123,152 as of
March 31, 2009.

The components of profit (loss) before income tax and minority
interests are as follows:

Year Ended March 31,2009
      
      
      2008$
      
      
      $Hong Kong
      
      (1,040,496
      )
      
      (4,258,488
      )Macau
      
      (580,767
      )
      
      (280,976
      )Singapore
      
      (291,312
      )
      
      -United States
      
      (1,910,208
      )
      
      -Mainland, the PRC
      
      (1,206,882
      )
      
      (2,735,024
      )(5,029,665
      )
      
      (7,274,488
      )


Tax laws applicable to the Company and its subsidiaries are as
follows:

- Tech Team Holdings Limited (TTHL) is a tax-exempted company incorporated
  in the Cayman Islands.
- Under the current BVI law, Tech Team (China) Limiteds, Tech Team
  Investment Limiteds and Powerland Technology Limiteds income are not subject
  to taxation.
- Lightscape Technologies Inc. and Tomi Fuji Energy Pte. Limited also had no
  assessable profits earned or had tax losses brought forward to offset current
  period assessable profit during the periods presented.
- No provision for PRC income tax has been made as Tech Team Development
  (Zhuhai) Limited (TT (Zhuhai)) had no assessable profits earned during the
  years ended March 31, 2009 and 2008. Preferential tax treatment has been
  agreed with the relevant tax authorities and TT(Zhuhai) is exempted from PRC
  income tax in the first two profitable years and is subject to half of the
  standard statutory tax rate of 15% in the subsequent three years. However, as
  TT (Zhuhai) derived no taxable profits since its commencement of operations,
  this preferential tax treatment has expired and it is required to pay a tax
  rate of 25% from January 1, 2008 onward.
- Pursuant to the relevant laws and regulations in the PRC, Beijing Aihua
  New Enterprise Lighting Appliance Company Limited (Beijing Aihua) is
  exempted from PRC enterprise income tax for two years starting from its first
  profitable year from January 2004 to December 2005. After it became a wholly
  foreign owned enterprise, Beijing Aihua is required to pay an effective tax
  rate of 12%, a 50% reduction from its normal tax rate of 24%, from January
  2006 to December 2008. From January 1, 2009 onward, Beijing Aihua is required
  to pay a normal 25% tax rate.
- Beijing Illumination is a Hong Kong company which is subject to a tax on
  profits of 16.5% from April 1, 2008 onward.
- Lightscape Macau is a company incorporated in Macau Special Administrative
  Region, which is subject to progressive tax rates to a maximum rate of 12%.

---

- 60 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 15. INCOME TAX (continued)

- Media AV International PTE Limited is a company incorporated in Singapore,
  which is subject to an 18% tax rate on its normal chargeable income. Effective
  from year of assessment 2008 (financial year ended March 31, 2009), a partial
  tax exemption is given to companies on normal chargeable income (excluding
  Singapore franked dividends) of up to SGD300,000, as follows: 75% of the first
  SGD10,000 of normal chargeable income, or at an effective tax rate of 4.5%;
  and 50% of the next SGD290,000 of normal chargeable income, or at an effective
  tax rate of 9%.
- Other companies are dormant and had no assessable profits earned during
  the periods presented.

Income tax expense (credit) for the years ended March 31, 2009
and 2008 represents the provision for income tax in the following
jurisdictions:

Year Ended March 31,2009
      
      
      2008$
      
      
      $Current taxes:Hong Kong
      
      (27,944
      )
      
      -Macau
      
      (206,977
      )
      
      -Singapore
      
      -
      
      
      -Mainland, PRC
      
      (4,990
      )
      
      -(239,911
      )
      
      -


FIN 48 clarifies the application of SFAS No. 109, Accounting
for Income Taxes, by defining a criterion that an individual income tax
position must meet for any part of the benefit of that position to be recognized
in an enterprises financial statements and provides guidance on measurement,
derecognition, classification, accounting for interest and penalties, accounting
in interim periods, disclosure and transition.

The Company recognizes that virtually all tax positions in the
jurisdictions in which it operates are not free of some degree of uncertainty
due to tax law and policy changes by the state. However, the Company cannot
reasonably quantify political risk factors and thus must depend on guidance
issued by current state officials.

Based on all known facts and circumstances and current tax law,
the Company believes that the total amount of unrecognized tax benefits as of
March 31, 2009 is not material to its results of operations, financial condition
or cash flows. The Company also believes that the total amount of unrecognized
tax benefits as of March 31, 2009, if recognized, would not have a material
effect on its effective tax rate. The Company further believes that there are no
tax positions for which it is reasonably possible, based on current tax law and
policy to which we are subject, that the unrecognized tax benefits will
significantly increase or decrease over the next 12 months producing,
individually or in the aggregate, a material effect on the Companys results of
operations, financial position or cash flows.

---

- 61 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 16. DISCONTINUED OPERATIONS

The Company accounts for its discontinued operations under the
provisions of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144). Accordingly, the results of operations and the
related charges for discontinued operations have been classified as (Loss) from
discontinued operations, net of income taxes on the accompanying Consolidated
Statements of Operations. Assets and liabilities of the discontinued operations
have been reclassified and reflected on the accompanying Consolidated Balance
Sheets as Current assets of discontinued operations and Current liabilities
of discontinued operations. For comparative purposes, all prior periods
presented have been restated to reflect the reclassifications on a consistent
basis.

During the year ended March 31, 2008, in order to more
effectively utilize the financial and other resources within other business
units, including the LED out-of-home advertising business and LED solutions
business, the Company decided to exit the energy-savings solutions business. No
further energy-savings products will be developed, nor will the Company provide
further energy management consulting services.

Remaining assets of the energy savings segment include only
certain receivables and lease receivables less unearned interests under
sales-type leases. Except for the collection of these receivables, the Company
will no longer have any significant continuing involvement in the energy-savings
segment. Therefore, the energy savings segment has been classified as
discontinued operations in accordance with SFAS 144.

Furthermore, the Company has determined to dispose of
construction in progress that was to be used for the production of a proposed
product line of its lighting source business. This asset has been stated at fair
value less costs to sell and is included with current assets of discontinued
operations on the accompanying Consolidated Balance Sheets.

Revenues and net profit (loss) from discontinued operations of
the energy savings business and disposal of construction in progress is as
follows:

|                                            |  | Year Ended March 31, |  
|------------------------------------------- |  | -------------------- | -
|                                            |  | 2009                 |  
|                                            |  | $                    |  
|Operating revenue                           |  | 4,732                |  
|                                            |  |                      |  
|Pre-tax (loss) from discontinued operations |  | (149,761             | )
|Income tax credit (expense)                 |  | 41,447               |  
|Net (loss) from discontinued operations     |  | (108,314             | )

NOTE 17. CONCENTRATION OF CREDIT RISK

As of March 31, 2009 and 2008, the Company has a credit risk
exposure of uninsured cash in banks of $51,707 (including cash of discontinued
operations of $8,555) and $3,928,790, respectively. The Company does not require
collateral or other securities to support financial instruments that are subject
to credit risk.

Subsequent to the measures taken by the Hong Kong Monetary
Authority on October 14, 2008 to use the Exchange Fund to guarantee the
repayment of all customer deposits held in Authorised Financial Institutions in
Hong Kong, following the principles of the existing Deposit Protection Scheme,
assurance is made to depositors that their money is fully protected. Hence, cash
of $331,800 (including cash of discontinued operations of $4,048) out of a total
of $390,198 (including cash of discontinued operations of $8,555) of the
Companys cash held with banks in Hong Kong is now subject to no credit
risk.

---

- 62 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 17. CONCENTRATION OF CREDIT RISK (continued)

On October 16, 2008, the Singapore government announced a
guarantee on deposits of individual and non-bank customers in banks, financial
companies and merchant banks in Singapore until year-end 2010. The guarantee is
backed by $100 billion (SGD $150 billion) of Singapore government reserves.
Hence, all of the Companys cash held with banks in Singapore amounting to
$6,265 is now subject to no credit risk.

The Company establishes an allowance for doubtful accounts
primarily based upon the age of the receivables and factors surrounding the
credit risk of specific customers.

For the year ended March 31, 2009, one customer accounted for
approximately 20.1% of the Companys total revenues. As of March 31, 2009, there
is one customer whose account receivable to the Company accounted for 19.1% of
total accounts receivable.

The Company relies on supplies from numerous vendors. For the
year ended March 31, 2009, one vendor accounted for approximately 17.9% of total
supply purchases.

The Companys business, assets and operations are currently
focused on the LED out-of-home advertising business and the sales of LED
solutions and specialty lighting source products in Hong Kong, China, Singapore
and Macau, and accordingly, are affected to a significant degree by any
economic, political and legal developments in those regions.

NOTE 18. COMMITMENTS

Leases

The Company has operating lease agreements principally for its
office facilities and factory buildings. Such leases have remaining terms of
approximately 0.50 to 2.30 years. The following is a summary of future minimum
lease payments under operating leases as of March 31, 2009. Rental expense was
$336,434 and $264,234 for the years ended March 31, 2009 and 2008, respectively.

Year ending March 31,

$2010
    
    836,9492011
    
    729,920Thereafter
    
    95,5761,662,445


Royalties

Pursuant to a supplier agreement (the Agreement) dated March
8, 2006, entered into between Beijing Illumination and an independent third
party, the independent third party appointed Beijing Illumination as a
non-exclusive licensed OEM manufacturer with rights to make and distribute
certain products worldwide. Beijing Illumination shall pay to the independent
third party, during the term of the Agreement, 7% of gross revenues of certain
products sold to customers or distributors other than this independent third
party. Such royalty payments shall survive for five years after the termination
of the Agreement. No such royalty payment was accounted for or paid during the
year ended March 31, 2009.

---

- 63 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 19. RELATED PARTY BALANCES AND TRANSACTIONS

Related Party Transactions

In 2004, the Company acquired Tomi Fuji Energy Management
Services Limited (TFEMS) by issuing shares of its own stock to TFEMS holding
company, Tomi Fuji Corporation Limited (TFCL). The owner of TFCL guaranteed
certain net profits of TFEMS for the period from the date of acquisition in
early January 2005 to June 30, 2005 (the guaranteed period). TFEMS net
profits during the guarantee period fell short of the guaranteed amount by
approximately $605,000. Management is considering taking appropriate actions to
recoup the damages thereon from the guarantor.

The Company acquired Lightscape Macau in 2006 by payment of
$1,550 (Macau Pataca (MOP) MOP12,400) and issuance of 1,200,000 shares of the
Company upon the condition that Lightscape Macau would make a net profit of not
less than $2,564,103 (HK$20,000,000) for the period from October 1, 2006 to
September 30, 2007 (the guarantee period). Lightscape Macau had a loss during
the guaranteed period and management is taking action to cancel the 1,200,000
shares issued.

Related Party Balances

The amounts due to a director and a director of a subsidiary
represent cash advances from them and are unsecured, non-interest bearing and
have no fixed repayment terms. The balances related to such advances are as
follows:

Year Ended March 31,2009
      
      
      2008$
      
      
      $Amount due to a directorMr. Bondy Tan
      
      745,501
      
      
      -


NOTE 20. SEGMENT INFORMATION

The Company is engaged in three main business segments: (i) LED
out-of-home advertising, (ii) LED solutions and (iii) others including lighting
source products. These represent the Companys reportable segments.

The accounting policies of the operating segments are the same
as those described in the Summary of Principal Accounting Policies (see Note 3).
The Company evaluates performance based on profit or loss from operations,
excluding corporate, general and administrative expenses.

---

- 64 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 20. SEGMENT INFORMATION (continued)

|                                                                               |  | Year Ended March 31, |  
|------------------------------------------------------------------------------ |  | -------------------- | -
|                                                                               |  | 2009                 |  
|                                                                               |  | $                    |  
|Segment revenues from external customers:                                      |  |                      |  
|Advertising                                                                    |  | -                    |  
|LED solutions                                                                  |  | 4,046,490            |  
|Other                                                                          |  | 1,573,870            |  
|                                                                               |  | 5,620,360            |  
|                                                                               |  |                      |  
|Operating profit (losses):                                                     |  |                      |  
|Advertising                                                                    |  | (13,577              | )
|LED solutions                                                                  |  | (3,310,033           | )
|Other                                                                          |  | (1,961,395           | )
|                                                                               |  |                      |  
|                                                                               |  | (5,285,005           | )
|Unallocated income:                                                            |  |                      |  
|Interest income                                                                |  | 867                  |  
|Other income                                                                   |  | 453,129              |  
|Gain on fair value changes in options                                          |  | -                    |  
|Unallocated expenses:                                                          |  |                      |  
|Other expenses                                                                 |  | (171,102             | )
|Interest expenses                                                              |  | (27,554              | )
|                                                                               |  |                      |  
|Loss on redemption of convertible notes and
      options                      |  | -                    |  
|Loss from continuing operations before income tax and minority
      interests |  | (5,029,665           | )
|                                                                               |  |                      |  
|Other segment information:                                                     |  |                      |  
|Depreciation:                                                                  |  |                      |  
|Advertising                                                                    |  | 13,577               |  
|LED solutions                                                                  |  | 153,738              |  
|Other                                                                          |  | 350,441              |  
|                                                                               |  | 517,756              |  

Year Ended March 31,2009
      
      
      2008$
      
      
      $Segment assets:Advertising
      
      3,856,166
      
      
      -LED solutions
      
      7,476,596
      
      
      17,333,269Other
      
      8,605,133
      
      
      8,193,45319,937,895
      
      
      25,526,722Assets of discontinued operations
      
      619,665
      
     
      826,36820,557,560
      
      
      26,353,090Capital expenditure:Advertising
      
      1,575,671
      
      
      -LED solutions
      
      738,186
      
      
      253,291Other
      
      3,521
      
      
      15,1332,317,378
      
      
      268,424


---

- 65 -

LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 20. SEGMENT INFORMATION (continued)

Geographical Information:

Year Ended March 31,2009
      
      
      2008$
      
      
      $Total sales:Mainland, the PRC
      
      1,459,256
      
      
      2,342,481Hong Kong
      
      2,027,221
      
      
      2,339,313Singapore
      
      1,159,947
      
      
      181,990India
      
      104,640
      
      
      -Mexico
      
      185,845
      
      
      -Macau
      
      631,299
      
      
      801,792Others
      
      52,152
      
      
      296,8355,620,360
      
      
      5,962,411


The location of the Companys long-lived assets is as follows:

Year Ended March 31,2009
      
      
      2008$
      
      
      $Hong Kong
      
      5,707,921
      
      
      6,805,936Singapore
      
      560,958
      
      
      -Mainland, the PRC
      
      4,297,309
      
      
      4,147,67110,566,188
      
      
      10,953,607


One customer accounts for 28.3% and 48.5% of operating revenue
  of the LED solutions segment for the years ended March 31, 2009 and 2008 respectively,
  while none of the customers of the other segments accounts for more than 10%
  of operating revenue for the years ended March 31, 2009 and 2008.

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LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 21. WARRANTS

In connection with the placement of 9,375,000 shares completed
on March 17, 2008, the Company issued warrants to Roth Capital Partners, LLC,
the placement agent, to purchase up to 656,250 shares of the Companys common
stock (representing 7% of the shares placed) as compensation for its placement
services. The warrants have a term of five years, are exercisable immediately
upon issuance and have an exercise price of $0.80 per share.

The warrants have been accounted for as common stock warrants
at fair value in the amount of $344,673, which forms part of shareholders
equity, with the corresponding charge debited directly to additional paid-in
capital, for the year ended March 31, 2008. The valuation of the warrants was
performed by management in accordance with Generally Accepted Valuation
Methodologies, including but not limited to, the discounted cash flow method,
the Black-Scholes-Merton option pricing model, and the Binomial option model, as
required by SFAS No. 123 (revised 2004) Share-Based Payment issued by the
FASB.

The following key valuation parameters have been used in
assessing the fair value of the warrants:

|Parameter               | For the Year Ended March 31,
      2008
|----------------------- | ---------------------------------------
|Stock price             | $1.11                                  
|Exercise price          | $0.80                                  
|Risk-free rate          | 2.44%                                  
|Nature of the warrants  | Call                                   
|Expected life           | 5 years                                
|Expected volatility     | 112.62%                                
|Expected dividend yield | 0.00%                                  
|Early exercise behavior | 150% of the exercise price             

NOTE 22. REDEMPTION OF CONVERTIBLE NOTES

On January 23, 2007, pursuant to the terms and conditions of
the subscription agreements, the Company issued 60 $100,000 redeemable
convertible notes in an aggregate principal amount of $6,000,000 to three
investors consisting of Investec Bank (UK) Limited (Investec Bank), Full Moon
Resources Limited (Full Moon Resources) and LP Asset Management Limited (LP
Asset Management).

Each note bears a fixed rate of interest at 10% per annum,
payable quarterly, calculated on a 360 day year on the principal amount
outstanding. Unless previously converted or redeemed, each note will be redeemed
by the Company on the maturity date of December 31, 2009 at a final redemption
amount, calculated in accordance with a formula set out in the note, together
with all interest thereon. The notes are convertible into common shares at the
rate of one common share per each $0.55 of principal converted (subject to
adjustment as described in the subscription agreements).

In addition, pursuant to the terms and conditions of the
subscription agreements, the Company granted two options to each investor to
purchase additional redeemable convertible notes of the Company in the aggregate
amount of $12,000,000, the first option (First Option) of which is exercisable
at any time during the period from April 1, 2007 to June 30, 2008. The first
option entitles the holder to subscribe for additional $100,000 redeemable
convertible notes of the Company in the aggregate principal amount of up to
$6,000,000. The second option (Second Option), which is exercisable on July 1,
2008, January 1, 2009 and July 1, 2009, or as otherwise described in the
subscription agreements, entitles the holder to subscribe for additional
$100,000 redeemable convertible notes of the Company in the aggregate principal
amount of up to $6,000,000. The conversion price of the notes underlying the
first option are convertible at $0.55 per share if converted on or before June
30, 2007 and at $0.66 per share if converted after June 30, 2007. The conversion
price of the notes underlying the second option is subject to a formula as set
out in the subscription agreements.

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LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 22. REDEMPTION OF CONVERTIBLE NOTES (continued)

The fair value of the First Option was determined using the
Black-Scholes option pricing model, based on the following assumptions:

|Expected volatility     | 130.30%                    
|----------------------- | ---------------------------
|Expected term in years  | 1.25 years                 
|Risk-free interest rate | 4.89%                      
|Exercise price          | $0.55                      
|Stock price             | $0.76 (at January 23, 2007)

Expected volatilities were calculated using the historical
prices of the Companys common stock. The expected term of first option was
based on the term of the exercisable periods. The risk-free interest rates were
based on the U.S. Treasury Note rate with terms comparable with the first
option.

The fair value of Second Option was not determinable due to the
high dependence on the future performance and future number of shares of the
Company caused no reasonable basis for the valuation of the Second Option.

The following table summarizes the accounting for the
redeemable convertible notes as of March 31, 2007:

March31,2007$Face value of redeemable convertible notes
    
      6,000,000Estimated value of embedded options
    
      (2,770,800
    )Intrinsic value of beneficial conversion
      feature
    
      (3,229,200
    )Amortization of discount
    
      147,047Redeemable convertible notes included under non-current
      liabilities
    
      147,047


Early Redemption

On July 10, 2007, the Company entered into a redemption
agreement (Redemption Agreement) with Investec Bank, Full Moon Resources, LP
Asset Management and Bondy Tan, whereby the Company agreed to redeem the
convertible notes in the principal amount of $6,000,000 plus pay all accrued
interest on such notes.

On August 20, 2007, the Company completed the convertible note
redemption transaction. Pursuant to the terms and conditions of the Redemption
Agreement, the Company completed the repayment of the redeemable convertible
notes in the aggregate principal amount of $6,000,000 to Investec Bank, Full
Moon Resources and LP Asset Management, plus all accrued interest thereon.
Following receipt, the notes were immediately cancelled by the Company. Pursuant
to the terms of the Redemption Agreement, the options to purchase up to
$12,000,000 additional redeemable convertible notes of the Company were also
cancelled.

The notes were discounted for the fair value of options,
pursuant to APB 14 Accounting for Convertible Debt and Debt Issued with Stock
Purchase Warrants. The notes were further discounted for the intrinsic value of
the beneficial conversion feature, pursuant to EITF 98-5 Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios. The discount is being amortized over the life of
the notes. Through date of redemption, $199,721 was amortized and recorded as
part of interest expenses for the year ended December 31, 2007.

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LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 22. REDEMPTION OF CONVERTIBLE NOTES (continued)

At redemption of the convertible notes, a value of $1,752,600
  was allocated to the First Option based on its intrinsic value estimated using
  the Black-Scholes option pricing model, resulting in a gain of $866,400 on changes
  in the fair value of the First Option from April 1, 2007 through redemption.
  The following assumptions were used in estimating the intrinsic value of the
  First Option at date of redemption using the Black-Scholes option pricing model:

|Expected volatility                                               | 112.56% 
|----------------------------------------------------------------- | --------
|Expected term in years                                            | 335 days
|Risk-free interest rate                                           | 4.89%   
|Exercise price                                                    | $0.55   
|Stock price at July 16, 2007 being date of
      first redemption | $0.54   

Portion of the redemption price, measured as the intrinsic value
  of $1,647,273 of the beneficial conversion feature at the redemption date, has
  been allocated to the beneficial conversion feature. The cancellation of this
  beneficial conversion feature, which was originally recognized as equity, has
  been considered an adjustment within stockholders’ equity with reference
  to EITF98-5 and EITF00-27. The remaining portion of $2,253,359 of the redemption
  price less the aggregate carrying value of the convertible note and First Option
  at the redemption date has been recognized as a loss on extinguishment of debts
  in accordance with SFAS 140 and APB 26.

23. RETIREMENT PLAN

The Company operates a Mandatory Provident Fund (“MPF”)
  plan for its Hong Kong employees. The pension expenses charged to the consolidated
  statement of operations and comprehensive loss amounted to $44,365 and $22,052
  for the years ended March 31, 2009 and 2008, respectively.

As stipulated by the PRC regulations, all retired employees of
  the Group who are residents of the PRC are entitled to an annual pension equal
  to their basic annual salary upon retirement. The Group contributed to a state-sponsored
  retirement plan at a certain percentage of the gross salary of its employees
  and has no further obligations for the actual pension payments or post-retirement
  benefits beyond the annual contributions. The state-sponsored retirement plan
  is responsible for the entire pension obligations payable to all employees.
  The pension expense for the year ended March 31, 2009 and 2008 was $29,433 and
  $21,255 respectively.

The Central Provident Fund (“CPF”) of Singapore is
  a social security savings scheme jointly supported by employees, employers,
  and the Government. The pension expenses charged to the consolidated statement
  of operations and comprehensive loss amounted to $29,697 for the year ended
  March 31, 2009.

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LIGHTSCAPE TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008

NOTE 24. POST-BALANCE SHEET EVENT

On April 2, 2009, the Company, through its wholly-owned subsidiary
  Lightscape Technologies (Greater China) Limited (“LTGC”), obtained
  an instalment loan of $771,208 (or HKD6,000,000) from DBS Bank (Hong Kong) Limited
  (“DBS Bank”) under the Special Loan Guarantee Scheme of The Government
  of the Hong Kong Special Administrative Region (“HKSAR Government”).
  The loan is repayable over 12 equal monthly instalments, at an interest rate
  of 2% per annum over the prime lending rate, which is currently 5%, from May
  12, 2009 to April 12, 2010. The instalment loan is secured by a Special Loan
  Guarantee issued by the HKSAR Government for an amount equal to 70% of the loan,
  a Guarantee and Indemnity for an unlimited amount duly executed by a director
  of the Company and a director of LTGC, and a Guarantee and Indemnity for an
  unlimited amount duly executed by Tech Team Investment Limited, the immediate
  holding company of LTGC. As of June 30, 2009, 3 out of 12 instalments had been
  duly repaid to DBS Bank on the respective monthly due dates.

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- 70 -

**ITEM
9.**          **CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**

We
engaged the firm of MSPC Certified Public Accountants and Advisors, P.C. as our
principal independent accountant on July 25, 2008. Other than as described
below, there has been no change in the accountants and no disagreements with
MSPC Certified Public Accountants and Advisors, P.C. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
procedure.

On
May 30, 2007, we dismissed Schwartz Levitsky Feldman LLP, Chartered Accountants,
as our principal independent accountant, and on May 31, 2007, we engaged Yu and
Associates CPA Corporation as our principal independent accountant, as reported
on our current report on Form 8-K/A filed on June 5, 2007.

On
July 25, 2008, we dismissed Yu and Associates CPA Corporation as our principal
independent accountant, and on July 25, 2008, we engaged MSPC Certified Public
Accountants and Advisors, P.C. as our principal independent accountant, as
reported on our current report on Form 8-K filed on July 31, 2008.

**ITEM
9A(T).**     **CONTROLS AND PROCEDURES.**

Disclosure Controls and Procedures

As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this annual report, being March 31, 2009, we carried
out an evaluation of the effectiveness of the design and operation of our
companys disclosure controls and procedures. This evaluation was carried out
under the supervision and with the participation of our companys management,
including our companys Chief Executive Officer. Based upon that evaluation, our
companys Chief Executive Officer concluded that our companys disclosure
controls and procedures were effective as of March 31, 2009. There has been no
change in our internal controls over financial reporting that occurred during
our last fiscal quarter ended March 31, 2009 that has materially affected, or is
reasonably likely to materially affect our internal controls over financial
reporting.

Disclosure
controls and procedures and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time period specified in the Securities and Exchange Commissions
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934 is
accumulated and communicated to management, including our Chief Executive
Officer, to allow timely decisions regarding required disclosure.

Managements Annual Report on Internal Control over
Financial Reporting

Management
is responsible for establishing and maintaining adequate control over financial
reporting. In order to evaluate the effectiveness of internal control over
financial reporting as required by Section 404 of the Sarbanes-Oxley Act,
management conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control 
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this evaluation, management concluded that our
companys internal control over financial reporting was effective as of March
31, 2009.

Our
companys management, including our Chief Executive Officer and Chief Accounting
Officer, does not expect that our companys disclosure controls and procedures
or our companys internal controls will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of the controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our company have been
detected.

This
annual report does not include an attestation report of our companys registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by our companys registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit our company to provide only managements report
in this annual report.

---

- 71 -

**ITEM
9B.**       **OTHER
INFORMATION**

None.

PART III

**ITEM
10.**        **DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**

Directors and Executive Officers

All
directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:

Name
      Position Held with the Company
      Age
      Date First Elected or AppointedBondy Tan
    Director, President, Secretary,
      Treasurer and Chief Executive Officer of our company
    42
    January 13, 2005Aaron Ratner
    Chief Strategic Officer
    34
    December 1, 2008Charles Cheung
    Director
    73
    January 13, 2005Edmand Yuk Man
      Wong(1)
    Director
    52
    June
      5, 2006Kwok Tin
      Tang(1)
    Director
    58
    June
      5, 2006Alfred Lee Ming
      Sung(1)
    Director
    51
    May
      15, 2009Francis Man Chung Wong(2)
    Former Director
    44
    August 1, 2007


(1)Members of the Audit Committee, Nominating and
Corporate Governance Committee, and Compensation Committee.

(2) Francis Man Chung Wong resigned as a director
  of our company on May 15, 2009.

Business Experience

The
following is a brief account of the education and business experience of each
director and executive officer during at least the past five years, indicating
each persons principal occupation during the period, and the name and principal
business of the organization by which he or she was employed.

Bondy Tan

Bondy
Tan is a director and the President, Secretary, Treasurer and Chief Executive
Officer of our company and is the President and Chief Executive Officer of Tech
Team and Tech Team Development Limited. From October 1999 to present, Mr. Tan
has served as the Chief Executive Officer and a director of Tech Team
Development Limited. Mr. Tan incorporated Tech Team Development Limited and has
led its development and growth over the past five years. From February 2002 to
present, Mr. Tan has served as the Chief Executive Officer and a director of
Tech Team. In these roles, Mr. Tan is responsible for the overall management and
strategic planning for Tech Team and its subsidiaries. Mr. Tans experience
includes an additional 10 years of marketing management and business development
roles in China and Hong Kong. His former positions include Marketing and Sales
Coordinator for Sony (Hong Kong), where he was responsible for advertising,
promotion and sales activities for Sony in China and Hong Kong. Mr. Tan also
held several roles with Caltex, a wholly-owned subsidiary of Chevron-Texaco
Corporation, in China and Hong Kong. In these positions, Mr. Tan rebuilt
Caltexs corporate

---

- 72 -

image, developed brand awareness in China, led the formation of
two joint venture projects and managed the operation of 51 service stations in
Hong Kong. Mr. Tan holds a Bachelor of Commerce, with a major in company law,
from Murdoch University in Australia, and a Bachelor of Business, with a major
in marketing, from Edith Cowan University in Australia.

Charles Cheung

Dr.
Charles Cheung Wai Bun (J.P.) is chairman and a director of our company. He has
over 30 years of senior management experience in various industries including
over 22 years within the banking industry. Dr. Cheung is Chairman of Joy Harvest
International Limited, and he is also Vice-Chairman and Director of First Metro
International Investment Company Limited Hong Kong. He is a Senior Adviser to
the Metropolitan Bank & Trust Company, one of the leading commercial banking
groups in the Philippines. He is an independent Non-Executive Director and
Chairman of Audit Committee of Shanghai Electric Group Limited, Shanghai PRC,
one of the largest PRC state corporations, Pioneer Global Group Limited and
Prime Investments Holdings Limited, which are listed on the main board of the
Hong Kong Stock Exchange. He was former Independent Non-Executive Director and
Chairman of the Audit Committee of Galaxy Entertainment Group Limited and K. Wah
International Holdings Limited which are also listed on the main board of the
Hong Kong Stock Exchange. He is a Council Member of the Hong Kong Institute of
Directors. Dr. Cheung was formerly Group Chief Executive and Executive Deputy
Chairman of Mission Hills Group in China which is engaged in luxurious property
development, and golf resort in mainland China. It owns the largest golf resort
in the World. He was also a former director and advisor to the Tung Wah Group of
Hospitals, the largest charitable organization in Hong Kong, and he has served a
number of committees of the Hong Kong Government. Dr. Cheung was awarded the
Hong Kong Director of the Year Award of Listed Company Non-Executive Directors
in 2002. Dr. Cheung holds an Honorary Doctor degree in Business Administration
from John Dewey University, a Master degree in Business Administration and a
Bachelor of Science degree from New York University, New York, U.S.A.

Aaron Ratner

Aaron
Ratner has served as Chief Strategic Officer of our company since December 1,
2008. In this role, he is responsible for managing capital markets, fund
raising, investor/public relations and strategic initiatives. From 2007 to 2008,
Mr. Ratner was an investment analyst with Aeneas Capital, an emerging market
investment fund. From 2006 to 2007, Mr. Ratner was an analyst with Steel
Partners, a global activist hedge fund. From 2000 to 2005, Mr. Ratner was an
associate with Simon Murray & Company, a multi-strategy investment firm
based in Hong Kong. Mr. Ratner holds a Master of Science in Management from the
Sloan Masters Program at the Stanford University Graduate School of Business,
and a Bachelor of Arts, with majors in economics and international relations,
from the University of Pennsylvania.

Edmand Yuk Man Wong

Edmand
Yuk Man Wong is an independent director of our company. From 2005 to present,
Mr. Wong has served as College Secretary with the Community College of City
University of Hong Kong. From 2004 to 2005, he served as Assistant Registrar
with the University of Hong Kong. From 2003 to 2004, Mr. Wong served as the
Director of Global Communications for Project Orbis International, Inc., an
international charitable organization. Within his career, Mr. Wong has also held
various senior positions in communications departments of government agencies
and with the Hong Kong Jockey Club. Within these roles over the past 25 years,
Mr. Wong was responsible for public relations strategy, corporate branding, and
publicity. Mr. Wong holds a Bachelor of Arts degree in Political Science from
the University of British Columbia.

Kwok Tin Tang

Kwok
Tin Tang is an independent director of our company. For the past 20 years, Mr.
Tang has operated as the General Manager of Martin Tang Accountants which
provides accounting, corporate secretary and business consultancy services to
companies in Hong Kong. Mr. Tang is an associate member of The Hong Kong
Institute of Chartered Secretaries and he holds the designation of Chartered
Secretary (ACIS). Mr. Tang holds a Higher Diploma in Accounting from The Hong
Kong Polytechnic University.

---

- 73 -

Alfred Lee Ming Sung

Alfred
Lee Ming Sung was appointed as an independent director of our company on May 15,
2009. Mr. Sung is a practicing Certified Public Accountant and since 1998 he has
been the principal of Alfred Sung & Co., an audit and accounting firm based
in Hong Kong. Mr. Sung has over 27 years of experience in auditing, accounting,
taxation, management and financial advisory services. His previous experience
includes 7 years with major international accounting firms. Mr. Sung is
currently a practicing member of the Hong Kong Institute of Certified Public
Accountants and an associate member of the Institute of Chartered Accountants of
Australia. He holds a Bachelor of Economics degree from La Trobe University in
Australia.

Francis Man Chung Wong

Francis
Man Chung Wong served as an independent director of our company until his
resignation on May 15, 2009. From 2003 to present, Mr. Wong has been a
practicing Certified Public Accountant through Francis Wong C.P.A. Co. Limited.
He has over 19 years of experience in auditing, taxation, management and
financial advisory services. Mr. Wong is currently an independent director and
either chairman or member of the audit / remuneration committee of four
companies listed on the Hong Kong Stock Exchange: China Oriental Group Company
Limited, Digital China Holdings Limited, Wai Kee Holdings Limited and Yardway
Group Limited. Mr. Wongs previous experience includes 6 years with KPMG and 2
years with the Hong Kong Securities Clearing Company Limited. Mr. Wong is a
fellow member of the Association of Chartered Certified Accountants, the Hong
Kong Institute of Certified Public Accountants and the Taxation Institute of
Hong Kong, he is an associate member of the Institute of Chartered Accountants
of England and Wales, and he is a member of the Society of Chinese Accountants
& Auditors. Mr. Wong holds a masters degree in management from Guangzhou
Jinan University.

Family Relationships

There
are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our
directors, executive officers and control persons have not been involved in any
of the following events during the past five years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                                
|4. | being found by a court of competent jurisdiction (in a
      civil action), the Commission or the Commodity Futures Trading Commission
      to have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.                                           

Section 16(a) Beneficial Ownership Reporting Compliance

Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers and directors and persons who own more than 10% of our common stock, to
file reports regarding ownership of, and transactions in, our securities with
the Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of Forms 3, 4 and 5 (and amendments thereto)
furnished to us during or in respect of the fiscal year ended March 31, 2009,
all directors, executive officers and beneficial owners of more than 10% of the
outstanding common stock filed the reports in a timely manner, with the
exception of the following:

---

- 74 -

Name
      Number of Late
      Reports
      Number of Transactions That Were
      Not Reported On a Timely Basis
      Known Failure to
      File a Required FormEastern Advisors Capital, Ltd.
    1
      (1)
    1
      (1)
    N/AEastern Advisors Capital Group LLC
    1 (2)
    4 (2)
    N/A


|(1) | Initial Statement of Beneficial Ownership of Securities
      on Form 3 that was not timely filed with the Securities and Exchange
      Commission to report acquisition of beneficial ownership of more than 10%
      of our common stock as of July 1, 2008 (1 transaction). Eastern Advisors
      Capital, Ltd. corrected the late reporting by filing a Form 3 with the
      Securities and Exchange Commission on August 4, 2008.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Statement of Changes in Beneficial Ownership of
      Securities on Form 4 that was not timely filed with the Securities and
      Exchange Commission to report share acquisitions made on July 28, 2008,
      July 29, 2008 (2 transactions) and July 30, 2008. Eastern Advisors Capital
      Group LLC corrected the late reporting by filing a Form 4 with the
      Securities and Exchange Commission on August 4,
2008.          

Code of Ethics

On
December 31, 2008, our companys board of directors adopted an amended and
restated Code of Ethics that applies to, among other persons, our companys
President and Chief Executive Officer as well as the individuals performing the
functions of our Chief Financial Officer, Secretary and Controller. As adopted,
our Code of Ethics sets forth written standards that are designed to deter
wrongdoing and to promote:

|1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
|   |                                                                                                                                                                                                                              
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|   |                                                                                                                                                                                                                              
|4. | the prompt internal reporting of violations of the Code
      of Ethics to an appropriate person or persons identified in the Code of
      Ethics; and                                                                      
|   |                                                                                                                                                                                                                              
|5. | accountability for adherence to the Code of
  Ethics.                                                                                                                                                                        

Our
Code of Ethics requires, among other things, that all of our companys personnel
shall be accorded full access to our President and Chief Executive Officer with
respect to any matter which may arise relating to the Code of Ethics. Further,
all of our companys personnel are to be accorded full access to our companys
board of directors if any such matter involves an alleged breach of the Code of
Ethics by our President and Chief Executive Officer.

In
addition, our Code of Ethics emphasizes that all employees, and particularly
managers and/or supervisors, have a responsibility for maintaining financial
integrity within our company, consistent with generally accepted accounting
principles, and federal, provincial and state securities laws. Any employee who
becomes aware of any incidents involving financial or accounting manipulation or
other irregularities, whether by witnessing the incident or being told of it,
must report it to his or her immediate supervisor or to our companys President
and Chief Executive Officer. If the incident involves an alleged breach of the
Code of Ethics by the President and Chief Executive Officer, the incident must
be reported to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
companys Code of Ethics by another.

---

- 75 -

Our
Code of Ethics is filed as Exhibit 14.1 to this annual report. We will provide a
copy of the Code of Ethics to any person without charge, upon request. Requests
can be sent to: Lightscape Technologies Inc., 18/F., 318 Hennessy Road, W
Square, Wanchai, Hong Kong.

Audit Committee

We
currently act with a standing audit committee. The audit committee of our board
of directors was established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934 on June 6, 2006 and adopted its charter on June
6, 2006. On December 31, 2008, our board of directors adopted an amended and
restated audit committee charter. The audit committee is directed by its charter
to review the scope, cost and results of the independent audit of our books and
records, the results of the annual audit with management and the adequacy of our
accounting, financial and operating controls; to recommend annually to the board
of directors the selection of the independent registered accountants; to
consider proposals made by the independent registered accountants for consulting
work; and to report to the board of directors, when so requested, on any
accounting or financial matters.

Our
audit committee consists of Alfred Lee Ming Sung (appointed chairperson on May
15, 2009 following the resignation of former chairperson Francis Man Chung Wong
on May 15, 2009), Kwok Tin Tang and Edmand Yuk Man Wong, all of whom are or were
non-employee directors of our company. Our board of directors has judged and
affirmatively determined that each current and former member of the audit
committee: (1) meets the definition of independence contained in Rule
4200(a)(15) of the NASDAQ Stock Market Rules; (2) meets the criteria for
independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of
1934; (3) has not participated in the preparation of the financial statements of
our company or any current subsidiary of our company at any time during the past
three years; and (4) is able to read and understand fundamental financial
statements, including a companys balance sheet, income statement, and cash flow
statement.

Audit Committee Financial Expert

In the
judgment of our board of directors, Alfred Lee Ming Sung (our current audit
committee chairperson) and Francis Man Chung Wong (our former audit committee
chairperson) each: (1) meets the definition of an audit committee financial
expert, as such term is defined in Item 407(d)(5)(ii) of Regulation S-K and the
rules and regulations promulgated by the Securities and Exchange Commission
thereunder; (2) has past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in his financial sophistication,
including being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight responsibilities; and
(3) is able to read and understand fundamental financial statements, including a
companys balance sheet, income statement, and cash flow statement.

Nominating and Corporate Governance Committee

We
currently act with a standing nominating and corporate governance committee of
our board of directors. This committee was established and adopted its charter
on December 31, 2008. The nominating and corporate governance committee is
directed by its charter to identify individuals qualified to become directors of
our company, and to select such director nominees at the next annual meeting of
the shareholders or otherwise; to periodically evaluate the qualifications and
independence of each director on our board and its various committees and
recommend to our board any changes in its or its committees composition; and to
develop and recommend to our board of directors corporate governance principles
applicable to our company, and oversee the application of such corporate
governance principles.

Our
nominating and corporate governance committee consists of Edmand Yuk Man Wong
(appointed chairperson on December 31, 2008), Alfred Lee Ming Sung (appointed on
May 15, 2009 following the resignation of former committee member Francis Man
Chung Wong on May 15, 2009) and Kwok Tin Tang, all of whom are or were
non-employee directors of our company. Our board of directors has judged and
affirmatively determined that each current and former member of the nominating
and corporate governance committee meets the definition of independent director:
(1) as that term is defined in Item 407(a) of Regulation S-K and the rules and
regulations promulgated by the Securities and Exchange Commission thereunder;
and (2) as that term is defined in Rule 4200(a)(15) of the NASDAQ Stock Market
Rules.

---

- 76 -

As
of the quarter ended March 31, 2009, we did not effect any material changes to
the procedures by which our stockholders may recommend nominees to our board of
directors. If stockholders wish to recommend candidates directly to our
nominating and corporate governance committee, they may do so by sending
communications to the chairperson of the committee at the address on the cover
of this annual report.

Compensation Committee

We
currently act with a standing compensation committee of our board of directors.
This committee was established and adopted its charter on December 31, 2008. The
compensation committee is directed by its charter to oversee our companys
compensation and benefit plans, policies and practices, including any executive
compensation plans, incentive compensation and equity-based plans; to determine,
or recommend to the board of directors of our company for determination, the
compensation levels of our companys executive officers, specifically the chief
executive officer and the other named executive officers as defined in Rule 3b-7
of the Securities Exchange Act of 1934; to produce an annual report on executive
compensation for inclusion in our companys annual report or proxy statement if
required by applicable securities laws; and to monitor and evaluate matters
relating to the compensation and benefits structure of our company.

Our
compensation committee consists of Kwok Tin Tang (appointed chairperson on
December 31, 2008), Alfred Lee Ming Sung (appointed on May 15, 2009 following
the resignation of former committee member Francis Man Chung Wong on May 15,
2009)and Edmand Yuk Man Wong, all of whom are or were non-employee
directors of our company. Our board of directors has judged and affirmatively
determined that each current and former member of the compensation committee
meets the definition of independent director: (1) as that term is defined in
Item 407(a) of Regulation S-K and the rules and regulations promulgated by the
Securities and Exchange Commission thereunder; and (2) as that term is defined
in Rule 4200(a)(15) of the NASDAQ Stock Market Rules.

**ITEM
11.**        **EXECUTIVE
COMPENSATION.**

Summary Compensation Table

The particulars of compensation paid to the following persons:

|(a) | our principal executive officer;                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                     
|(b) | each of our two most highly compensated executive
      officers other than our principal executive officer who were serving as
      executive officers at the end of the year ended March 31, 2009;
  and                         
|    |                                                                                                                                                                                                                                     
|(c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended
      March 31, 2009,

who we will collectively refer to as our named executive
officers, of our company for the years ended March 31, 2009 and 2008, are set
out in the following summary compensation table, except that no disclosure is
provided for any named executive officer, other than our principal executive
officer, whose total compensation does not exceed $100,000 for the respective
fiscal year:

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- 77 -

SUMMARY
        COMPENSATION TABLEName and Principal
        Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock Awards ($)
      Option Awards ($)
      Non-EquityIncentive
        Plan Compen- sation ($)
      Non- **Qualified**
        Deferred Compen- sation Earnings
        ($)
      All Other
        Compen- sation ($)
      Total
        ($)Bondy Tan 
        President, 
        Secretary, 
        Treasurer and 
        CEO
      2009 
        2008
      151,671 
        154,242
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      151,671 
        154,242Aaron Ratner 
        Chief Strategic 
        Officer
      2009 
        2008
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      102,000 
        -
      102,000 
        -


Bondy
Tan, as Chief Executive Officer of Tech Team, our wholly-owned operating
subsidiary, was paid a salary of $151,671 and $154,242 for our fiscal years
ended March 31, 2009 and 2008, respectively. Aaron Ratner, as Chief Strategic
Officer of our company, was paid fees of $102,000 and $nil for our fiscal years
ended March 31, 2009 and 2008, respectively. Other than Bondy Tan and Aaron
Ratner, there were no executive officers of our company or of any of our
wholly-owned subsidiaries serving as of March 31, 2009, and no executive
officers who served as such during the fiscal years 2009 and 2008, whose total
salary and bonus exceeded $100,000 per year.

Our
wholly-owned subsidiaries do not maintain, and did not maintain at any time
during their most recently completed fiscal years, any long-term compensation
plans. As such, there were no long-term compensation plan awards or payouts to
any of the executive officers of our wholly-owned subsidiaries during any of
their two most recently completed fiscal years ended March 31, 2009 and 2008.

Our
company did not have any plan in place during the years ended March 31, 2009 or
2008 that provides for payments of other benefits at, following, or in
connection with the retirement of any named executive officer.

Our
company did not have any compensatory plans or arrangements in place during the
years ended March 31, 2009 or 2008 that provides for payment(s) to a named
executive officer at, following, or in connection with any termination,
including without limitation resignation, severance, retirement or a
constructive termination of a named executive officer, or a change in control of
the registrant or a change in the named executive officers
responsibilities.

Our
compensation program for our executive officers is administered and reviewed by
our compensation committee. Historically, executive compensation consists solely
of a base salary. Individual compensation levels are designed to reflect
individual responsibilities, performance and experience, as well as the
performance of our company. The determination of discretionary bonuses is based
on various factors, including implementation of our business plan, development
of corporate opportunities and completion of financing.

Stock Option Grants to our Named Executive Officers

Our
company does not have an effective stock option plan and our company did not
grant any stock options to any named executive officers during the years ended
March 31, 2009 or 2008.

Aggregate Option Exercises in 2009 by Executive
Officers

There
were no options outstanding, and hence no options exercised, by any named
executive officers during the years ended March 31, 2008 or 2007.

---

- 78 -

Outstanding Equity Awards at Fiscal Year-End

There
were no outstanding equity awards held by any named executive officer as of
March 31, 2009 or 2008.

Compensation of Directors

Directors
may be paid their expenses for attending each board of directors meeting and may
be paid a fixed sum for attendance at each meeting of the directors or an annual
retainer fee. No payment precludes any director from serving our company in any
other capacity and being compensated for the service. Members of special or
standing committees may be allowed like reimbursement and compensation for
attending committee meetings and/or paid committee and/or chairmanship fees. The
following table summarizes compensation paid to all of our directors during the
year ended March 31, 2009:

DIRECTOR
        COMPENSATIONName
      Fees Earned or
        Paid in Cash ($)
      Stock Awards
        ($)
      Option Awards
        ($)
      Non-Equity
        Incentive Plan Compen- sation
        ($)
      Nonqualified Deferred
        Compensation Earnings ($)
      All Other Compensation
        ($)
      Total ($)Bondy Tan
      151,6711
      Nil
      Nil
      Nil
      Nil
      Nil
      151,6711Charles Cheung
      12,853
      Nil
      Nil
      Nil
      Nil
      Nil
      12,853Edmand Yuk Man Wong
      7,712
      Nil
      Nil
      Nil
      Nil
      Nil
      7,712Kwok Tin Tang
      7,712
      Nil
      Nil
      Nil
      Nil
      Nil
      7,712Francis Man Chung Wong
      30,859
      Nil
      Nil
      Nil
      Nil
      Nil
      30,859


1Salary compensation as President and Chief Executive
  Officer.

**ITEM
12.**     **SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**

The
following table sets forth, as of June 30, 2009 certain information with respect
to the beneficial ownership of our common stock by each stockholder known by us
to be the beneficial owner of more than 5% of our common stock and by each of
our current directors and executive officers. Each person has sole voting and
investment power with respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated.

---

- 79 -

Name and Address of Beneficial Owner
      Position Held
      Amount and Nature of Beneficial Ownership
      Percent of Class(1)Eastern Advisors Capital, Ltd. 101 Park Avenue, 48th
      Floor New York, New York 10178
    N/A
    7,711,345 (2)
    13.8%Galaxy China Opportunities Fund Unit 603, Tower 1
      Admiralty Centre, 18 Harcourt Road, Hong Kong
    N/A
    5,441,236 (3)
    9.7%SMC Investment Management Limited P.O. Box 957,
      Offshore Incorporations Centre, Road Town, Tortola, British Virgin
      Islands
    N/A
    3,700,000 (4)
    6.6%Liberty Square Strategic Partners IV (Asia) Offshore,
      L.P. 24 Federal Street, 8th Floor Boston, MA 02110
    N/A
    2,945,000 (5)
    5.1%Bondy Tan 18/F., 318 Hennessy Road, W Square
      Wanchai, Hong Kong
    Director, President and Chief Executive
      Officer of our company
    4,099,633 (6)
    7.3%Charles Cheung A2, 6/F Evergreen Villa, 43 Stubbs Road,
      Hong Kong
    Director of our company
    1,458,293 (7)
    2.6%Aaron T. Ratner 18/F., 318 Hennessy Road, W Square
      Wanchai, Hong Kong
    Chief Strategic Officer of our company
    708,000 (8)
    1.3%Edmand Yuk Man Wong Community College of City
      University, 6/F., Mong Man-wai Building, Kowloon Tong,
      Kowloon, Hong Kong
    Director of our company
    Nil
    NilKwok Tin Tang Room B, Block A, 1/F., Hoi Tao Building,
      11 Belchers Street, Sai Wan, Hong Kong
    Director of our company
    Nil
    NilAlfred Lee Ming Sung 18/F., 318 Hennessy Road, W Square
      Wanchai, Hong Kong
    Director of our company9
    Nil
    NilFrancis Man Chung Wong 19th/F, No. 3
      Lockhart Road, Wanchai, Hong Kong
    Former Director of our
      company10
    Nil
    NilDirectors and
      Executive Officers as a Group (six persons)
    
    6,265,926
    11.2%


|(1) | Based on 55,876,410 shares of common stock issued and
      outstanding as of June 30, 2009. Except as otherwise indicated, we believe
      that the beneficial owners of the common stock listed above, based on
      information furnished by such owners, have sole investment and voting
      power with respect to such shares, subject to community property laws
      where applicable. Beneficial ownership is determined in accordance with
      the rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock subject to convertible or derivative securities currently
      convertible or exercisable or convertible or exercisable within 60 days
      are deemed outstanding for purposes of computing the percentage ownership
      of the person holding such securities, but are not deemed outstanding for
      purposes of computing the percentage ownership of any other
  person.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | As disclosed in a Schedule 13G/A filed on February 12,
      2009 and a Form 4 filed on August 4, 2008, Eastern Advisors Capital Group,
      LLC is the investment manager of Eastern Advisors Capital, Ltd., which is
      the direct owner of 7,711,345 shares of common stock. Scott Booth is the
      managing member of Eastern Advisors Capital Group, LLC and a director of
      Eastern Advisors Capital, Ltd. Eastern Advisors Capital Group, LLC, Scott
      Booth and Eastern Advisors Capital, Ltd. share investment control and
      power to vote or to direct the vote over 7,711,345 shares of common stock.
      Eastern Advisors Capital Group, LLC, Scott Booth and Eastern Advisors
      Capital, Ltd. each disclaims beneficial ownership with respect to any
      shares other than those owned directly by such
person.                                                                                                                                                                

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- 80 -

|(3)  | Joe Man Fai Chan is director of Galaxy China
      Opportunities Fund and has voting and investment control over the shares
      of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)  | Hamilton Tang is director of SMC Investment Management
      Ltd. and has voting and investment control over the shares of common
      stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(5)  | As disclosed in a Schedule 13G filed on May 8, 2009,
      Liberty Square Asset Management, LLC is the general partner and Liberty
      Square Asset Management, LP is the investment manager of Liberty Square
      Strategic Partners IV (Asia) Offshore, L. P. Liberty Square Asset
      Management, LLC, Liberty Square Asset Management, LP and Liberty Square
      Strategic Partners IV (Asia) Offshore, L.P. share investment control and
      power to vote or to direct the vote over 2,945,000 shares of common stock.
      Liberty Square Asset Management, LLC, Liberty Square Asset Management, LP
      and Liberty Square Strategic Partners IV (Asia) Offshore, L.P. each
      disclaims beneficial ownership of all shares except to the extent of its
      pecuniary interest therein. Thomas J. Niedermeyer, Jr. is a managing
      member of Liberty Square Asset Management, LLC and has voting and
      investment control over the shares of common stock.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(6)  | As disclosed in a Schedule 13D/A filed on February 12,
      2008, Bondy Tan directly beneficially owns and holds investment control
      and the power to vote or to direct the vote of 2,888,768 shares of our
      company. Bondy Tan indirectly beneficially owns and holds investment
      control and power to vote or to direct the vote of 387,000 shares of our
      company held by Glory Hill Holdings Limited, a company which he solely
      owns. Bondy Tan indirectly beneficially owns and holds investment control
      and the power to vote or to direct the vote of 252,273 shares of our
      company held by Full Scope Group Limited, a company which he solely owns.
      Bondy Tan indirectly beneficially owns and holds investment control the
      power to vote or to direct the vote of 571,592 shares of our company held
      by Excel Means Limited, a company which he solely owns.                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(7)  | As disclosed in a Schedule 13D filed on January 24, 2005,
      Charles Cheung indirectly beneficially owns and holds investment control
      and the power to vote or to direct the vote of 1,458,293 shares of our
      company held by Leisure Assets Limited, a company which he solely
    owns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(8)  | As disclosed in a Form 4 filed on December 10, 2008,
      Aaron T. Ratner indirectly beneficially owns and holds investment control
      and the power to vote or to direct the vote of 708,000 shares of our
      company. The 708,000 shares are held by a nominee shareholder in trust for
      Aaron T. Ratner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(9)  | As disclosed in a Form 8-K filed by our company on May
      21, 2009, Alfred Lee Ming Sung was appointed as a director of our company
      on May 15, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(10) | As disclosed in a Form 8-K filed by our company on May
      21, 2009, Francis Man Chung Wong resigned as a director of our company on
      May 15, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

From
time to time, the number of our shares held in the street name accounts of
various securities dealers for the benefit of their clients or in centralized
securities depositories may exceed 5% of the total shares of our common stock
outstanding.

Changes in Control

We
are unaware of any contract, or other arrangement or provision of our Articles
or Bylaws, the operation of which may at a subsequent date result in a change of
control of our company.

Securities Authorized for Issuance under Equity Compensation
Plans

Our
company did not have an equity compensation plan in place during the years ended
March 31, 2009 or 2008 under which equity securities of our company were
authorized for issuance.

**ITEM
13.**     **CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**

Other
than as listed below, we have not been a party to any transaction, proposed
transaction, or series of transactions in which the amount involved exceeds the
lesser of $120,000 or one percent of the average of our companys total assets
at year end for the last two completed fiscal years in which, to our knowledge,
any of our directors, officers, five percent beneficial security holder, or any
member of the immediate family of the foregoing persons has had or will have a
direct or indirect material interest:

|                                 |  | March 31, |  |  | March 31, | 
|-------------------------------- |  | --------- |  |  | --------- | 
|                                 |  | 2009      |  |  | 2008      | 
|                                 |  | $         |  |  | $         | 
|Amount due to director Bondy Tan |  | 745,501   |  |  | -         | 

---

- 81 -

Bondy
Tan is a director of our company. The amount stated relates to a series of loan
transactions made by Bondy Tan to our company and represents the largest
aggregate amount of principal outstanding during the fiscal year ended March 31,
2009. As of June 30, 2009, the principal outstanding was $745,501. During the
fiscal year ended March 31, 2009, the total amount of principal repaid to Bondy
Tan was $192,802. During the fiscal year ended March 31, 2009, the total amount
of interest paid to Bondy Tan was $nil. The rate of interest payable on the
loans is zero.

Director Independence

We
currently act with five directors, consisting of Bondy Tan, Charles Cheung,
Alfred Lee Ming Sung, Kwok Tin Tang and Edmand Yuk Man Wong. Our board of
directors has judged and affirmatively determined that current directors Alfred
Lee Ming Sung, Kwok Tin Tang and Edmand Yuk Man Wong and former director Francis
Man Chung Wong each meets the definition of independent director: (1) as that
term is defined in Item 407(a) of Regulation S-K and the rules and regulations
promulgated by the Securities and Exchange Commission thereunder; (2) as that
term is defined in Rule 4200(a)(15) of the NASDAQ Stock Market Rules; and (3)
that the current board of directors of our company therefore consists of a
majority of independent directors. We currently act with a standing audit
committee, a standing nominating and corporate governance committee and a
standing compensation committee. Each committee is composed solely of
independent directors.

Other
than as set out below or disclosed under the heading CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE, none of our independent
directors entered into any transaction, relationship or arrangement during the
years ended March 31, 2009 or 2008 that were considered by our board of
directors in determining whether the director maintained his or her independence
in accordance with Rule 4200(a)(15) of the NASDAQ Stock Market Rules.

**ITEM 14.**     **PRINCIPAL ACCOUNTING FEES AND SERVICES.**

Fees Paid to Independent Accountant

On
July 25, 2008, our company retained MSPC Certified Public Accountants and
Advisors, P.C. to provide audit services during the fiscal year ended March 31,
2009. On May 31, 2007, our company retained Yu and Associates CPA Corporation to
provide audit services during the fiscal years ended March 31, 2008 and 2007. On
December 9, 2006, our company retained Schwartz Levitsky Feldman LLP, Chartered
Accountants, to provide audit services during the fiscal year ended March 31,
2007. On April 28, 2006, our company retained BDO McCabe Lo Limited, an
independent registered public accounting firm, to provide audit services during
the fiscal year ended March 31, 2006. Our company paid the following fees to our
independent accountants during the fiscal years ended March 31, 2009 and March
31, 2008:

---

- 82 -

Fiscal year ended March 31,
      2009
      Fiscal year ended March 31,
      2008Audit Fees - MSPC - Yu and Associates
      CPA Corporation
    $265,000 $15,603
    Nil $277,500Audit Related Services
    Nil
    NilTax Fees - MSPC - Yu and Associates
      CPA Corporation
    Nil $8,000
    Nil $12,000All Other Fees - MSPC - Yu and
      Associates CPA Corporation - BDO McCabe Lo Limited
    Nil
    Nil $50,000 $6,000Total
    $288,603
    $345,500


Audit Fees

This
category includes the fees for the examination of our consolidated financial
statements and our quarterly reviews of interim financial statements. This
category also includes advice on audit and accounting matters that arose during
or as a result of the audit or the review of our interim financial statements,
and the preparation of an annual management letter on internal control
matters.

The
fees billed by MSPC Certified Public Accountants and Advisors, P.C. for
professional services rendered for the audit of our annual financial statements
for the fiscal year ended March 31, 2009 were $205,000. For the fiscal year
ended March 31, 2009, MSPC Certified Public Accountants and Advisors, P.C.
billed our company an aggregate fee of $60,000 for assurance or services
relating to our quarterly financial statements. Our audit fees for our prior
fiscal year ended March 31, 2008 were $277,500.

Audit Related Services

We
did not incur any audit related services billed by MSPC Certified Public
Accountants and Advisors, P.C.during the fiscal year ended March 31, 2009. Our
audit related services for our prior fiscal year ended March 31, 2008, including
the aggregate fees billed for assurance and related services relating to the
performance of the audit of our financial statements which are not reported
under the caption Audit Fees above, were $nil.

Tax Fees

We
incurred tax fees billed by MSPC Certified Public Accountants and Advisors, P.C.
of $Nil during the fiscal year ended March 31, 2009. The aggregate fees billed
during our prior fiscal year ended March 31, 2008, for products and services
provided by our former auditors for tax compliance, tax advice and tax planning,
were $12,000.

All Other Fees

We
did not incur any additional fees billed by MSPC Certified Public Accountants
and Advisors, P.C., Yu and Associates CPA Corporation or BDO McCabe Lo Limited
other than the fees listed above during the fiscal year ended March 31, 2009 and
we did not incur any additional fees billed by our former auditors other than
the fees listed above during our prior fiscal year ended March 31, 2008.

---

- 83 -

The
Securities and Exchange Commission requires that, before MSPC Certified Public
Accountants and Advisors, P.C. is engaged by us or our subsidiaries to render
any auditing or permitted non-audit related services, the engagement be:

- approved by our audit committee; or

- entered into pursuant to pre-approval
policies and procedures established by the audit committee, provided the
policies and procedures are detailed as to the particular service, the audit
committee is informed of each service, and such policies and procedures do not
include delegation of the audit committees responsibilities to management.

Our
audit committee pre-approved all services provided by our independent
accountant. Our audit committee does not have records of what percentage of the
above fees were pre-approved. All of the services and fees described under the
categories of Audit Related Fees, Tax Fees and All Other Fees were
reviewed and approved by our audit committee before or after the respective
services were rendered.

Our
audit committee has considered the nature and amount of the fees of $265,000
billed by MSPC Certified Public Accountants and Advisors, P.C. and believes that
the provision of the services for activities unrelated to the audit is
compatible with maintaining the independence of MSPC Certified Public
Accountants and Advisors, P.C.

PART IV

**ITEM
15.**     **EXHIBITS, FINANCIAL
STATEMENT SCHEDULES.**

|(a) | Documents filed as part of this annual report:
|--- | ----------------------------------------------
|    |                                               
|    | (1)                                           
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    |                                               
|    | (2)                                           
|    |                                               
|    |                                               

(b)      Exhibits:

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- 84 -

|Exhibit Number | Description                                                                                                                                                                                                                                                                                                                                                                 
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                             
|(2)            | Plan of Purchase, Sale, Reorganization, Arrangement,
      Liquidation or Succession                                                                                                                                                                                                                                                                                        
|               |                                                                                                                                                                                                                                                                                                                                                                             
|2.1            | Share Exchange Agreement dated January 7, 2005, among
      Global Innovative Systems Inc., Tech Team Holdings Limited, Bondy Tan and
      the Selling Shareholders (incorporated by reference from our Current
      Report on Form 8-K filed on January 18, 2005)                                                                                                        
|               |                                                                                                                                                                                                                                                                                                                                                                             
|(3)            | (i) Articles of Incorporation; and (ii) Bylaws                                                                                                                                                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                                                                                                             
|3.1            | Charter (incorporated by reference from our Registration
      Statement on Form 10-SB filed on April 11, 2000)                                                                                                                                                                                                                                                             
|               |                                                                                                                                                                                                                                                                                                                                                                             
|3.2            | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form 10-SB filed on April 11, 2000)                                                                                                                                                                                                                                           
|               |                                                                                                                                                                                                                                                                                                                                                                             
|3.3            | Certificate of Reverse Stock Split filed with the Nevada
      Secretary of State on November 12, 2003 (incorporated by reference from
      our Current Report on Form 8-K filed on December 17, 2003)                                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                                                                                                                             
|3.4            | Certificate of Amendment to Articles of Incorporation
      filed with the Secretary of State of Nevada on March 3, 2004 (incorporated
      by reference from our Quarterly Report on Form 10- QSB filed on May 15,
      2004)                                                                                                                                            
|               |                                                                                                                                                                                                                                                                                                                                                                             
|3.5            | Certificate of Change filed with the Secretary of State
      of Nevada on December 23, 2004 (incorporated by reference from our Current
      Report on Form 8-K filed on January 6, 2005)                                                                                                                                                                                 
|               |                                                                                                                                                                                                                                                                                                                                                                             
|3.6            | Articles of Merger filed with the Secretary of State of
      Nevada on April 17, 2007 effective April 20, 2007 (incorporated by
      reference from our Current Report on Form 8-K filed on April 23, 2007)                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                                                                                             
|3.7            | Bylaws (incorporated by reference from our Current Report
      on Form 8-K filed on October 14, 2008)                                                                                                                                                                                                                                                                      
|               |                                                                                                                                                                                                                                                                                                                                                                             
|(10)           | Material Contracts                                                                                                                                                                                                                                                                                                                                                          
|               |                                                                                                                                                                                                                                                                                                                                                                             
|10.1           | Management Contract between Tech Team Holdings Limited /
      Tech Team Development Limited and Bondy Tan (incorporated by reference
      from our Current Report on Form 8-K filed on January 18, 2005)                                                                                                                                                                  
|               |                                                                                                                                                                                                                                                                                                                                                                             
|10.2           | Redemption Agreement between Lightscape Technologies
      Inc., Investec Bank (UK) Limited, Full Moon Resources Limited, LP Asset
      Management Limited and Bondy Tan, dated July 10, 2007 (incorporated by
      reference from our Current Report on Form 8-K filed on August 22, 2007)                                                                               
|               |                                                                                                                                                                                                                                                                                                                                                                             
|10.3           | Form of Subscription Agreement dated August 21, 2007
      (incorporated by reference from our Current Report on Form 8-K filed on
      August 22, 2007)                                                                                                                                                                                                                   
|               |                                                                                                                                                                                                                                                                                                                                                                             
|10.4           | Subscription Agreement between Lightscape Technologies
      Inc. and SMC Investment Management Limited dated December 11, 2007
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 14, 2007)                                                                                                                                      
|               |                                                                                                                                                                                                                                                                                                                                                                             
|10.5           | Joint Venture Agreement between Lightscape Technologies
      (Greater China) Limited, Beijing Xintong Media & Cultural Development
      Co. Ltd., Beijing New Vision Media Advertising Co. Ltd. and Miss Yao Po
      Chun dated February 12, 2008 (Translated from Chinese)(incorporated by reference from our Annual Report on Form 10-KSB filed
      on July 14, 2008)

---

- 85 -

|Exhibit Number | Description                                                                                                                                                                                                                                                             
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                         
|10.6           | Form of Securities
        Purchase Agreement, among Lightscape Technologies Inc. and the investors
        named therein dated March 9, 2008 (incorporated by reference from our
        Current Report on Form 8-K filed on March 10, 2008)                           
|               |                                                                                                                                                                                                                                                                         
|10.7           | Form of Registration
        Rights Agreement among Lightscape Technologies Inc. and the investors
        named therein dated March 9, 2008 (incorporated by reference from our
        Current Report on Form 8-K filed on March 10, 2008)                            
|               |                                                                                                                                                                                                                                                                         
|10.8           | Escrow Agreement
        among Lightscape Technologies Inc., Roth Capital Partners, LLC and Tri-
        State Title & Escrow, LLC, as escrow agent, dated March 9, 2008 (incorporated
        by reference from our Current Report on Form 8-K filed on March 10, 2008)
|               |                                                                                                                                                                                                                                                                         
|10.9           | Form of Placement
        Agent Warrant (incorporated by reference from our Current Report on Form
        8-K filed on March 10, 2008)                                                                                                                                 
|               |                                                                                                                                                                                                                                                                         
|10.10          | Agreement between
        Lightscape Technologies Inc. and Aaron Tibor Ratner dated April 18, 2008
        (incorporated by reference from our Current Report on Form 8-K filed on
        December 5, 2008)                                                            
|               |                                                                                                                                                                                                                                                                         
|(14)           | Code of Ethics                                                                                                                                                                                                                                                          
|               |                                                                                                                                                                                                                                                                         
|14.1           | Code of Ethics
        (incorporated by reference from our Current Report on Form 8-K filed on
        January 6, 2009)                                                                                                                                                 
|               |                                                                                                                                                                                                                                                                         
|(21)           | Subsidiaries                                                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                         
|21.1*          | List
        of subsidiaries                                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                         
|(31)           | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                         
|31.1*          | Certification
        of Principal Executive Officer and Principal Financial Officer filed pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                           
|               |                                                                                                                                                                                                                                                                         
|(32)           | Section 1350
        Certifications                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                         
|32.1*          | Certification
        of Principal Executive Officer and Principal Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.                                                          

*Filed herewith

---

- 86 -

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

LIGHTSCAPE TECHNOLOGIES INC.





By: /s/ Bondy Tan Bondy Tan President,
Secretary and Treasurer and Chief Executive Officer and Director
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

Date: July 14, 2009

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|Signature                    | Title                           | Date         
|---------------------------- | ------------------------------- | -------------
|                             |                                 |              
|                             |                                 |              
|By: /s/ Bondy Tan            |                                 |              
|Bondy Tan                    | President, Secretary, Treasurer | July 14, 2009
|                             | and Chief Executive Officer and |              
|                             | Director                        |              
|                             | (Principal Executive Officer,   |              
|                             | Principal Financial Officer and |              
|                             | Principal Accounting Officer)   |              
|                             |                                 |              
|                             |                                 |              
|                             |                                 |              
|By: /s/ Charles Cheung       |                                 |              
|Charles Cheung               | Director                        | July 14, 2009
|                             |                                 |              
|                             |                                 |              
|                             |                                 |              
|By: /s/ Edmand Yuk Man Wong  |                                 |              
|Edmand Yuk Man Wong          | Director                        | July 14, 2009
|                             |                                 |              
|                             |                                 |              
|                             |                                 |              
|By: /s/ Kwok Tin Tang        |                                 |              
|Kwok Tin Tang                | Director                        | July 14, 2009
|                             |                                 |              
|                             |                                 |              
|                             |                                 |              
|By: /s/ Alfred Lee Ming Sung |                                 |              
|Alfred Lee Ming Sung         | Director                        | July 14, 2009

---

- 87 -

EXHIBIT INDEX

|Exhibit Number | Description                                                                                                                                                                                                                                                                                  
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                              
|(2)            | Plan of Purchase, Sale, Reorganization, Arrangement,
      Liquidation or Succession                                                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                                              
|2.1            | Share Exchange Agreement dated January 7, 2005, among
      Global Innovative Systems Inc., Tech Team Holdings Limited, Bondy Tan and
      the Selling Shareholders (incorporated by reference from our Current
      Report on Form 8-K filed on January 18, 2005)                         
|               |                                                                                                                                                                                                                                                                                              
|(3)            | (i) Articles of Incorporation; and (ii) Bylaws                                                                                                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                              
|3.1            | Charter (incorporated by reference from our Registration
      Statement on Form 10-SB filed on April 11, 2000)                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                              
|3.2            | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form 10-SB filed on April 11, 2000)                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                                              
|3.3            | Certificate of Reverse Stock Split filed with the Nevada
      Secretary of State on November 12, 2003 (incorporated by reference from
      our Current Report on Form 8-K filed on December 17, 2003)                                                                                      
|               |                                                                                                                                                                                                                                                                                              
|3.4            | Certificate of Amendment to Articles of Incorporation
      filed with the Secretary of State of Nevada on March 3, 2004 (incorporated
      by reference from our Quarterly Report on Form 10- QSB filed on May 15,
      2004)                                                             
|               |                                                                                                                                                                                                                                                                                              
|3.5            | Certificate of Change filed with the Secretary of State
      of Nevada on December 23, 2004 (incorporated by reference from our Current
      Report on Form 8-K filed on January 6, 2005)                                                                                                  
|               |                                                                                                                                                                                                                                                                                              
|3.6            | Articles of Merger filed with the Secretary of State of
      Nevada on April 17, 2007 effective April 20, 2007 (incorporated by
      reference from our Current Report on Form 8-K filed on April 23, 2007)                                                                                
|               |                                                                                                                                                                                                                                                                                              
|3.7            | Bylaws (incorporated by reference from our Current Report
      on Form 8-K filed on October 14, 2008)                                                                                                                                                                                       
|               |                                                                                                                                                                                                                                                                                              
|(10)           | Material Contracts                                                                                                                                                                                                                                                                           
|               |                                                                                                                                                                                                                                                                                              
|10.1           | Management Contract between Tech Team Holdings Limited /
      Tech Team Development Limited and Bondy Tan (incorporated by reference
      from our Current Report on Form 8-K filed on January 18, 2005)                                                                                   
|               |                                                                                                                                                                                                                                                                                              
|10.2           | Redemption Agreement between Lightscape Technologies
      Inc., Investec Bank (UK) Limited, Full Moon Resources Limited, LP Asset
      Management Limited and Bondy Tan, dated July 10, 2007 (incorporated by
      reference from our Current Report on Form 8-K filed on August 22, 2007)
|               |                                                                                                                                                                                                                                                                                              
|10.3           | Form of Subscription Agreement dated August 21, 2007
      (incorporated by reference from our Current Report on Form 8-K filed on
      August 22, 2007)                                                                                                                                    
|               |                                                                                                                                                                                                                                                                                              
|10.4           | Subscription Agreement between Lightscape Technologies
      Inc. and SMC Investment Management Limited dated December 11, 2007
      (incorporated by reference from our Current Report on Form 8-K filed on
      December 14, 2007)                                                       

---

- 88 -

|Exhibit Number | Description                                                                                                                                                                                                                                                                                                                                                                                 
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|10.5           | Joint Venture
        Agreement between Lightscape Technologies (Greater China) Limited, Beijing
        Xintong Media & Cultural Development Co. Ltd., Beijing New Vision
        Media Advertising Co. Ltd. and Miss Yao Po Chun dated February 12, 2008
        (Translated from Chinese)(incorporated by reference from our Annual
        Report on Form 10-KSB filed on July 14, 2008)
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|10.6           | Form of Securities
        Purchase Agreement, among Lightscape Technologies Inc. and the investors
        named therein dated March 9, 2008 (incorporated by reference from our
        Current Report on Form 8-K filed on March 10, 2008)                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|10.7           | Form of Registration
        Rights Agreement among Lightscape Technologies Inc. and the investors
        named therein dated March 9, 2008 (incorporated by reference from our
        Current Report on Form 8-K filed on March 10, 2008)                                                                                                                                                
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|10.8           | Escrow Agreement
        among Lightscape Technologies Inc., Roth Capital Partners, LLC and Tri-
        State Title & Escrow, LLC, as escrow agent, dated March 9, 2008 (incorporated
        by reference from our Current Report on Form 8-K filed on March 10, 2008)                                                                                                                    
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|10.9           | Form of Placement
        Agent Warrant (incorporated by reference from our Current Report on Form
        8-K filed on March 10, 2008)                                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|10.10          | Agreement between
        Lightscape Technologies Inc. and Aaron Tibor Ratner dated April 18, 2008
        (incorporated by reference from our Current Report on Form 8-K filed on
        December 5, 2008)                                                                                                                                                                                
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|(14)           | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|14.1           | Code of Ethics
        (incorporated by reference from our Current Report on Form 8-K filed on
        January 6, 2009)                                                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|(21)           | Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|21.1           | List
        of subsidiaries                                                                                                                                                                                                                                                                                                                                                                
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|(31)           | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                                                                                                                                                             
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|31.1           | Certification
        of Principal Executive Officer and Principal Financial Officer filed pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|(32)           | Section 1350
        Certifications                                                                                                                                                                                                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                                                                                                                                             
|32.1           | Certification
        of Principal Executive Officer and Principal Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.                                                                                                                                                                              

---