-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WY8jrHadzTd5QXd4NXC7oZiscgt9RQyEKx0UvaQn0BCvA4GzVFovdn7zgrTPVOKZ sAIBwK6x51/NQ5TXoSnDMw== 0000000000-06-062963.txt : 20070227 0000000000-06-062963.hdr.sgml : 20070227 20061227094620 ACCESSION NUMBER: 0000000000-06-062963 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061227 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: LIONS GATE LIGHTING CORP. CENTRAL INDEX KEY: 0001368765 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 200 - 375 WATER STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 5C8 BUSINESS PHONE: (604) 678-6880 MAIL ADDRESS: STREET 1: 200 - 375 WATER STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 5C8 PUBLIC REFERENCE ACCESSION NUMBER: 0001062993-06-001988 LETTER 1 filename1.txt December 27, 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 2 to Registration Statement on Form SB-2 Filed November 29, 2006 File No. 333-135717 Dear Mr. Fraser: We reviewed the filing and have the comment below. Financial Statements for the Period Ended August 31, 2006 Note 5. Commitment, page 54 1. Please update your footnote to provide the additional disclosure seen on pages 23 and 27 that indicates that you do not anticipate that you will be able to satisfy the minimum product purchase requirement and that you are currently negotiating an extension or amendment to this distribution agreement. Closing File an amendment to the SB-2 in response to the comment. 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 response to the comment. If Lions Gate Lighting thinks that compliance with the comment is inappropriate, provide the basis in the letter. We may have additional comments after review of the amendment, the response to the comment, 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 the accounting comment 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 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: The Nevada Agency and Trust Company Agent for Service, Lions Gate Lighting Corp. 50 West Liberty, Suite 880 Reno, NV 89501 Cam McTavish, Esq. Clark Wilson LLP 885 West Georgia Street, Suite 800 Vancouver, British Columbia, Canada V6C 3H1 Mr. Robert Fraser December 27, 2006 Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE -----END PRIVACY-ENHANCED MESSAGE-----