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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
Amendment No.1
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2005
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 000-501191
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LAKEFIELD VENTURES, INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0201259
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
104-1015 Columbia Street, Suite 811
New Westminster, British Columbia V3M 6V3
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(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 604-351-3351
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None
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 39,212,800 shares of $0.001 par value
common stock outstanding as of a September 30, 2004.
LAKEFIELD VENTURES INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
September 30, 2005
(Stated in US Dollars)
(Unaudited)
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LAKEFIELD VENTURES, INC. |
(An Exploration Stage Company) |
CONDENSED STATEMENTS OF CASH FLOWS |
(Unaudited) |
For the Period | |||||||||
from February 6, |
Six Months Ended September 30, | 2002 (inception) to |
2005 | 2004 | September 30, 2005 |
CASH FLOW FROM OPERATING ACTIVITIES: |
Net loss | $ (7,636) | $ (10,465) | $ (71,960) |
Adjustments to reconcile net loss to | ||||||
cash flows from operating activities |
| Amortization | 100 | 400 | 2,500 |
Increase in accounts payable | 37,500 | - | 37,916 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 29,964 | (10,065) | (31,544) |
CASH FLOW FROM INVESTING ACTIVITIES |
Payment to consummate option agreement | (30,000) | - | (32,500) |
NET CASH USED IN INVESTING ACTIVITIES | (30,000) | - | (32,500) |
CASH FLOW FROM FINANCING ACTIVITIES: |
Proceeds from note payable - related party | - | - | 22,500 |
Net proceeds from the issuance of common stock | - | - | 42,000 |
|
NET CASH PROVIDED BY FINANCING ACTIVITIES | - | - | 64,500 |
Increase in Cash and Cash Equivalents | (36) | (10,065) | 456 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 492 | 12,465 | - |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 456 | $ 2,400 | $ 456 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
Cash paid for interest | $ - | $ - | $ - | ||||
Cash paid for income taxes | $ - | $ - | $ - |
LAKEFIELD VENTURES, INC. |
(An Exploration Stage Company) |
CONDENSED STATEMENTS OF OPERATIONS |
(Unaudited) |
For the Period | ||||||||
from February 6, |
Three Months Ended September 30, | Six Months Ended September 30 | 2002 (inception) |
2005 | 2004 | 2005 | 2004 | to September 30, 2005 | ||||
REVENUES | $ - | $ - | $ - | $ - | $ - |
Cost of operations | - | - | - | - | - |
GROSS PROFIT | - | - | - | - | - |
OPERATING EXPENSES |
General and administrative expenses | 2,518 | 2,219 | 7,636 | 10,465 | 71,960 |
Total operating expenses | 2,518 | 2,219 | 7,636 | 10,465 | 71,960 |
Loss from continuing operations |
before provision for income taxes | (2,518) | (2,219) | (7,636) | (10,465) | (71,960) |
Provision for income taxes | - | - | - | - | - |
NET LOSS | $ (2,518) | $ (2,219) | $ (7,636) | $ (10,465) | $ (71,960) |
Loss per common share: |
Net loss from continuing operations | $ - | $ - | $ - | $ - | $ - |
Weighted average common shares outstanding - basic and diluted | 39,212,800 | 3,550,000 | 33,329,371 | 3,550,000 | - |
LAKEFIELD VENTURES, INC. |
(An Exploration Stage Company) | |||||||
CONDENSED BALANCE SHEETS |
September 30, | March 31, | ||||||
2005 | 2005 | ||||||
(Unaudited) | |||||||
ASSETS |
CURRENT ASSETS: |
Cash | $ 456 | $ 492 |
TOTAL CURRENT ASSETS | 456 | 492 |
MINERAL PROPERTY INTERESTS, NET | 30,000 | 100 |
TOTAL ASSETS | $ 30,456 | $ 592 |
LIABILITIES AND SHAREHOLDERS' DEFICIENCY |
CURRENT LIABILITIES: |
Accounts payable and accrued expenses | $ 37,916 | $ 416 |
Note payable - related party | 22,500 | 22,500 |
TOTAL CURRENT LIABILITIES | $ 60,416 | 22,916 |
SHAREHOLDERS' DEFICIENCY: |
Preferred stock, $.001 par value, 10,000,000 shares authorized, |
no shares issued and outstanding | - | - |
Common stock, $.001 par value 150,000,000 shares authorized |
39,212,800 shares issued and outstanding | 39,213 | 3,520 |
Additional paid-in capital | 2,787 | 38,480 | |||
Accumulated deficit | (71,960) | (64,324) |
TOTAL SHAREHOLDERS' DEFICIENCY | (29,960) | (22,324) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | $ 30,456 | $ 592 |
LAKEFIELD VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
Month Ending September 30, 2005
NOTE 1 - NATURE OF OPERATIONS
Organization - The Company was incorporated in Nevada on February 6, 2002. The Company changed its fiscal year-end from September 30th to March 31st.
Exploration Stage Activities - The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements - The accompanying interim unaudited financial information has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2005 and the related operating results and cash flows for the interim period presented have been made. The results of operations of such interim period are not necessarily indicative of the results of the full year.
Mineral Property Option Payments and Exploration Costs - The Company expenses all costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all costs are being expensed.
Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.
Basic and Diluted Loss Per Share - In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At September 30, 2002, the Company has no common stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
NOTE 3 – INCOME TAXES
The Company provides for income taxes in accordance with SFAS No. 109 using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of temporary differences of revenue and expense items for financial statement and income tax purposes.
Since its formation the Company has incurred net operating losses. As of September 30, 2005 the Company had a net operating loss carryforward available to offset future taxable income for federal and state income tax purposes.
SFAS No. 109 requires the Company to recognize income tax benefits for loss carryforwards that have not previously been recorded. The tax benefits recognized must be reduced by a valuation allowance if it is more likely than not that loss carryforwards will expire before the Company is able to realize their benefit, or that future deductibility is uncertain. For financial statement purposes, the deferred tax asset for loss carryforwards has been fully offset by a valuation allowance since it is uncertain whether any future benefit will be realized.
NOTE 4 - MINERAL PROPERTY INTEREST
The Company has entered into an option agreement, dated April 15, 2002 to acquire a 90% interest in a total of six mineral claims located in the Levy Township in Quebec, Canada. In order to earn its interests, the Company made a cash payment totaling $2,500 upon consummating the agreement. Under the terms of the agreement the Company is required to incur exploration expenditures totaling $150,000, of which $15,000 is required to be expended by December 31, 2004 and $135,000 is required to be expended by December 31, 2005. The properties are subject to 1% net smelter return royalty fees.
On September 22, 2005, the Company entered into an Assignment Agreement (the “Agreement”) with International Mineral Resources Ltd. (“IMR”), a company organized in the British Virgin Islands, whereby IMR assigned its right, title and interest in and to the option agreement entered into between IMR and United Energy Metals S.A. (the “Option Agreement”) to Lakefield. The Option Agreement allows for the holder of the option (the “Option”) to acquire 99.8% of the equity in United Energy Metals S.A., an Argentina company, which in turn holds a 100% interest in a commanding property position of 170,000 hectares adjacent to the Cerro Solo Uranium deposit (such property is known as the “Rio Chubut” property). As consideration for the assignment of the Option from IMR to Lakefield, Lakefield is required to issue to IMR 8,000,000 shares of common stock of Lakefield and pay to IMR $50,000 as well as IMR retaining a 5% net smelter royalty. This deposit is located in Chubut Province within Patagonia of Southern Argentina. The exploration block is approximately 160 km x 195 km, and borders the Cerro Solo uranium deposit to both the North and South.
Under the terms of the Agreement the Company shall pay $30,000 on or before ten days after execution of the agreement with the balance of $20,000 to be paid on the closing date.
NOTE 5 – CONTINGENCY
Mineral Property - The Company's mineral property interests have been acquired pursuant to option agreements. In order to retain its interest, the Company must satisfy the terms of the option agreements described in Note 4.
NOTE 6 – RELATED PARTY TRANSACTION
On December 10, 2004 the Company issued a note payable in the amount of $25,000 to the President of the Company for the purpose of funding exploration activities. The note bears no interest and is due and payable upon demand. As of September 30, 2005 the balance of the loan is $22,500.
NOTE 7 – SHAREHOLDERS’ DEFICIENCY
In May 2005, the company declared an 11.14 to one forward stock split on all of its outstanding common stock, resulting in 39,212,800 shares outstanding as of September 30, 2005.
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Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was conducted by the sole director of the
Company, who also acts as the Company's President, the Chief Executive Officer,
and the Chief Financial Officer.
Based upon that evaluation, the Company concluded that the disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
Plan of Operation
We have completed Phase 1 of our exploration program on the Kayla property and
our plan of operations for the twelve months following the date of this
report is to determine whether to proceed with Phase 2 of our exploration program
on the Kayla property. If we determine to proceed, we anticipate that Pase 2 of
this program will cost $135,000 respectively.
In addition, we anticipate spending $10,000 on professional fees and $10,000
on other administrative expenses.
Total expenditures over the next 12 months are therefore expected to be
$155,000. We will not be able to proceed with our exploration program, or
meet our administrative expense requirements, without additional financing.
We will not be able to complete the initial exploration program on our mineral
property without additional financing. We currently do not have a specific
plan of how we will obtain such funding; however, we anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock. We may also seek to obtain short-term loans from our director, although
no such arrangement has been made. At this time, we cannot provide investors
with any assurance that we will be able to raise sufficient funding from the
sale of our common stock or through a loan from our directors to meet our
obligations over the next twelve months. We do not have any arrangements in
place for any future equity financing. Due to these factors, raise substantial
doubt that the Company will be able to continue as a going concern.
To the extent management’s plans are unsuccessful in circumventing the going
concern uncertainty; the Company will cease all operations and no longer continue as a going concern.
Results Of Operations for Three-Month Period Ended September 30, 2004
We incurred operating expenses in the amount of $0 for the three-month
period ended September 30, 2005, as compared to $8,046 for the comparative period in
2004. At quarter end, we had cash on hand of $456. Our liabilities at the
same date totaled $30,416.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On September 1, 2005, Mr. Luis Humberto Goyzueta Angobaldo was appointed as a director of Lakefield Ventures Inc. (the “Company”).
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 22, 2005, Lakefield Ventures, Inc. (the “Company” or “Lakefield”) entered into an Assignment Agreement (the “Agreement”) with International Mineral Resources Ltd. (“IMR”), a company organized in the British Virgin Islands, whereby IMR assigned its right, title and interest in and to the option agreement entered into between IMR and United Energy Metals S.A. (the “Option Agreement”) to Lakefield. The Option Agreement allows for the holder of the option (the “Option”) to acquire 99.8% of the equity in United Energy Metals S.A., an Argentina company, which in turn holds a 100% interest in a commanding property position of 170,000 hectares adjacent to the Cerro Solo Uranium deposit (such property is known as the “Rio Chubut” property). As consideration for the assignment of the Option from IMR to Lakefield, Lakefield is required to issue to IMR 8,000,000 shares of common stock of Lakefield and pay to IMR US$50,000.00 as well as IMR retaining a 5% net smelter royalty. This deposit is located in Chubut Province within Patagonia of Southern Argentina. The exploration block is approximately 160 km x 195 km, and borders the Cerro Solo uranium deposit to both the North and South.
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On September 28, 2005, Mr. Michael Iverson resigned as president of Lakefield Ventures, Inc. (the “Company”) without having any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On the same day, Mr. Richard Bachman was appointed as president and a director of the Company.
10.1 Option Agreement Between Lakefield and IMR
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lakefield Ventures Inc.
/s/ Richard Bachman
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Richard Bachman
President, and Director
(Principal Accounting and Executive
Officer)
Dated: December 12, 2005