October 3, 2006
By facsimile to (604) 687-6314 and U.S. Mail
Mr. Robert Fraser
President and Chief Executive Officer
Lions Gate Lighting Corp.
200-375 Water Street
Vancouver, British Columbia, Canada V6B-5C6
Re: Lions Gate Lighting Corp.
Pre-effective Amendment 1 to Registration Statement on Form
SB-2
Filed September 22, 2006
File No. 333-135717
Dear Mr. Fraser:
We reviewed the filing and have the comments below.
Summary of Financial Data, page 6
1. It appears that the numbers you are reflecting as your net loss
for the period are actually your net comprehensive loss for the
period. Please advise or revise.
Legal Proceedings, page 18
2. Identify the customer that is the other party to the proceeding
in
the Small Claims Court of British Columbia, Canada. See Item
103(3)
of Regulation S-B.
Current and Anticipated Sources of Revenue, page 24
3. We assume the statement that "33" of Lions Gate Lighting`s
sales
originated from the signage products category during the three
months
ended May 31, 2006 should read that "33%" of Lions Gate Lighting`s
sales originated from the signage products category during the
three
months ended May 31, 2006. Please revise to clarify.
Current Business, page 23
4. We note that you have included a third party website in
response
to prior comment 11. Please clarify, if true, that the website
does
not constitute a part of the prospectus.
Marketing, page 25
5. We note your response to prior comment 16 and new disclosure in
this section. Please revise to clarify, if true, that customers
may
purchase products from Lions Gate Lighting over the Internet, but
that payment is made through PayPal. Explain here or in the
section
entitled "Revenue Processing" how customers purchase from Lions
Gate
Lighting using PayPal although Lions Gate Lighting does not accept
the PayPal payments through its website. For example, are
customers
somehow directed to the PayPal site for payment when they place an
order with Lions Gate Lighting through Lions Gate Lighting`s
website?
Is it even possible for customers to place orders for Lions Gate
Lighting`s products through Lions Gate Lighting`s website?
Technology, page 25
6. Refer to prior comment 28. We note your representation that
Lions
Gate Lighting has updated and revised its website to clarify that
the
25 years` experience is that of Sunway Lighting. Please reconcile
this with disclosure here that Sunway Lighting has "over ten years
experience in designing, manufacturing and testing LED products."
Results of Operations for the Period from May 2, 2005 (date of
inception) to February 28, 2006, page 27
7. Based on disclosures that sales and marketing consultant costs
were $22,540, professional fees were $8,738, advertising expenses
were $1,127, amortization expense was $2,242, and office and
general
expenses were $1,241, the statement that Lions Gate Lighting`s
operating expenses totaled $37,522 during the period covered by
the
audited financial statements for the period ending February 28,
2006
appears inaccurate. Please revise or advise.
8. We note that in response to prior comment 14 you state that you
expect your net sales and marketing consulting costs to decrease
from
$22,540 for the period ending February 28, 2006 to between $10,000
and $20,000 for the next 12 months. Please explain why you
believe
these costs will decrease, particularly since you have a
substantial
majority of required sales remaining under the distribution
agreement
left to achieve before May 5, 2007.
Financial Statements for the Period Ended May 31, 2006
Interim Consolidated Balance Sheet, page 48
9. We read on page 18 under legal proceedings that you recently
sued
a customer to collect funds that the customer owes you for the
purchase of goods. We have the following comments:
* Please tell us whether this amount is included in your May 31,
2006
accounts receivable balance.
* Please tell us whether you had an allowance for doubtful
accounts
at May 31, 2006. If not, please tell us how you determined at May
31, 2006 that no allowance was necessary.
* Please confirm to us that you will carefully assess the need for
an
allowance for doubtful accounts in the future. Also confirm that
if
you have an allowance for doubtful accounts in the future, you
will
disclose in your financial statements the balance of the
allowance.
Interim Consolidated Statement of Operations, page 49
Interim Consolidated Statement of Cash Flows, page 50
10. It is unclear to us why you have not provided a statement of
operations and a statement of cash flows for the comparable period
of
the preceding fiscal year. Please refer to the last sentence of
Item
310(b) of Regulation S-B. Please advise or revise.
Exhibit 5.1
11. Refer to prior comment 24. As noted previously, counsel must
consent also to being named under "Experts" on page 21 in the
registration statement. See Rule 436 of Regulation C under the
Securities Act. See also paragraph 23 of Schedule A of the
Securities Act. Note that we will not object to counsel`s
statement
that it does not admit that it is an expert within the meaning of
section 7 of the Securities Act. Since you did not revise the
consent to include counsel`s consent to being named in the
registration statement, please revise.
Exhibit 23.1
12. Lions Gate Lighting`s independent public accountants must
consent
also to being named under "Experts" on page 21 in the registration
statement. We note that the consent filed with the initial
registration statement did include Lions Gate Lighting`s
independent
public accountants` consent to being named in the registration
statement. Please revise.
Closing
File an amendment to the SB-2 and in response to the
comments.
To expedite our review, Lions Gate Lighting may wish to provide us
three marked courtesy copies of the amendment. Include with the
filing any supplemental information requested and a cover letter
tagged as correspondence that keys the responses to the comments.
If
Lions Gate Lighting thinks that compliance with any of the
comments
is inappropriate, provide the basis in the letter. We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Lions Gate Lighting and its management
are
in possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If Lions Gate Lighting requests acceleration of the
registration statement`s effectiveness, Lions Gate Lighting should
furnish a letter at the time of the request acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Lions Gate Lighting from its full responsibility for the
adequacy and accuracy of the registration statement`s disclosures.
* Lions Gate Lighting may not assert our comments or the
declaration
of the registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Lions Gate Lighting provides us in our review of
the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Jennifer
K.
Thompson, Staff Accountant, at (202) 551-3737 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768. You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551- 3728 or me at (202) 551-3760.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Incorp. Services
Agent for Service, Lions Gate Lighting Corp.
50 West Liberty, Suite 880
Reno, NV
Cam McTavish, Esq.
Clark Wilson LLP
885 West Georgia Street, Suite 800
Vancouver, British Columbia, Canada V6C 3H1
Mr. Robert Fraser
October 3, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE