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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 31, 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 December 31, 2005.
LAKEFIELD VENTURES INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
December 31, 2005
(Stated in US Dollars)
(Unaudited)
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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. |
(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, | ||||
20.05 |
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 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 | $ - | $ - | $ - |
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 Board of Directors of the
Company, the Company's President who also acts as, 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, and have opted not to continue with phase two of the exploration program on the Kayla property and
our plan of operations for the twelve months following the date of this
report is to focus on the Rio Chubut Property located in the Patagonia region of Southern Argentina. Our plan is to explore this property to determine whether the property contains minable reserves of uranium.
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
$170,000. 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 December 31, 2004
We incurred operating expenses in the amount of $for the three-month
period ended December 31, 2005, as compared to $ for the comparative period in
2004. At quarter end, we had cash on hand of $. Our liabilities at the
same date totaled $.
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
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.
A copy of the agreement between the Lakefield and IMR is attached hereto as Exhibit 10.1.
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.
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
During the three-month period ended December 31, 2004, the Company did not file any
current reports on Form 8-K.
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, Secretary, Treasurer
and Director
(Principal Accounting and Executive
Officer)
Dated: February 21, 2006