NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2022 & 2021
NOTE 1 – NATURE OF OPERATIONS
Reorganization Activities:
Domiciliary Merger: On April 5, 2021, the predecessor issuer, Lake Victoria Mining Company, Inc. of Nevada, completed a domiciliary merger into Redo Development, Inc. of Oklahoma, with the Oklahoma company being the survivor under the name Lake Victoria Mining Company, Inc., pursuant to a concurrent name change.
Holding Company Parent/Subsidiary Formation: On May 7, 2021, Victoria Lake, Inc. an Oklahoma Corporation became the parent/successor issuer pursuant to Section 1081(g) of the Oklahoma General Corporation Act under an executed agreement titled “Agreement and Plan of Reorganization” (“Parent Subsidiary Formation”) which was executed by Lake Victoria Mining Company, Inc. (OK), Victoria Lake, Inc. (OK), and Lake Express, Inc. (OK). Under the terms of the Agreement, Lake Victoria Mining Company, Inc. (OK) merged into Lake Express, Inc. (OK) and Lake Victoria Mining Company, Inc. (OK) ceased to exist, wherein Lake Express, Inc. (OK) became the survivor and successor under Section 1088 of the Oklahoma Act, having acquired all of Lake Victoria Mining Company, Inc.’s (OK) assets, rights financial statements, obligations, and liabilities as the constituent or resulting corporation. Victoria Lake, Inc. (OK) became the parent and the holding company of Lake Express, Inc. (OK) under the Parent Subsidiary Formation which was in compliance with Section 1081(g) of the Oklahoma General Corporation Act.
Upon consummation of the Parent Subsidiary Formation, each issued and outstanding equity of the former Lake Victoria Mining Company, Inc. (OK) was transmuted into and represented the identical equity structure of Lake Victoria Mining Company, Inc. (NV) that existed prior to the domiciliary change and immediately prior to the Reorganization (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions. Upon consummation of the Agreement, Victoria Lake, Inc. (OK), was the issuer since the former Lake Victoria Mining Company, Inc. (OK) equity structure was transmuted pursuant to Section 1081(g) as the current issued and outstanding equities of Victoria Lake, Inc. (OK). The subsidiary, Lake Express, Inc. was divested on May 7, 2021 and therefore is no longer consolidated into Victoria Lake, Inc. The shareholders of the Company became the shareholders of Lake Victoria Mining Company, Inc. (NV).
As a result of this reorganization, the resulting reorganized Company name became Victoria Lake, Inc. (“Victoria Lake,” “the Company,” “we,” or “us”).
The Company’s fiscal year-end is May 31.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
20
VICTORIA LAKE, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2022 & 2021
Income Taxes
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the 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 recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company follows ASC 740, Income Taxes ("ASC 740"), which clarifies the accounting and disclosure for uncertainty in tax positions. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions, and identified the U.S. federal as our "major" tax jurisdiction. However, we have certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.
Basic and Diluted Loss Per Share
Basic loss per share is calculated using the weighted average number of common shares outstanding for the period presented. Diluted loss per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred a net loss and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive.
The total potential common shares for the years ended May 31, 2022 and 2021 include 300,005,100 shares for Series B convertible preferred stock.
Stock-Based Compensation
The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and nonemployees is measured at the fair value of the equity award on the grant date. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.
Fair Value of Financial Instruments
The Company's financial instruments consist of accounts payable and accrued expenses and accounts payable – related party. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.
21
VICTORIA LAKE, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2022 & 2021
The three-level hierarchy for fair value measurements is defined as follows:
| ·
| Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;
|
|
|
|
| ·
| Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;
|
|
|
|
| ·
| Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement
|
Recent Accounting Pronouncements
The Company has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our financial statements and related disclosures.
NOTE 3 – GOING CONCERN
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of May 31, 2022, the Company had not yet achieved profitable operations, has accumulated losses of $17,744 since its inception, has a working capital deficiency of $17,744 and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on terms acceptable to the Company.
NOTE 4 - RELATED PARTY TRANSACTIONS
During the periods ended May 31, 2022 and 2021, our sole officer and director, G. Reed Petersen, paid various expenses on behalf of the Company totaling $10,279 and $2,070, respectively, resulting in amounts owed to Mr. Petersen of $12,349 and $2,070 at May 31, 2022 and 2021, respectively.
As the Company’s office space needs are limited at the current time, Mr. Petersen is currently providing space to the Company at no cost.
NOTE 5 – EQUITY
The total number of shares of stock which the corporation shall have authority to issue is 600,000,000 shares, of which 500,000,000 shares of $0.00001 par value shall be designated as Common Stock and 100,000,000 shares of $0.00001 shall be designated as Preferred Stock. The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series.
22
VICTORIA LAKE, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2022 & 2021
Common Stock
The Company has authorized 500,000,000 common shares with a par value of $0.00001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Series A Convertible Preferred Stock
The Company designated 1,000,000 shares of Series A Convertible Preferred Stock with a par value of $0.00001 per share.
Initially, there will be no dividends due or payable on the Series A Convertible Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation (“Certificate”). Any and all such future terms concerning dividends shall be reflected in an amendment to the Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series A Convertible Preferred Stock shall rank pari passu with the Company’s common stock and the Series A Convertible Preferred shall have no liquidation preference over any other class of stock.
Each holder of outstanding shares of Series A Convertible Preferred Stock shall be entitled to the number of votes equal to one hundred (1,000) votes for each share held of record on all matters submitted to a vote of the shareholders. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series A Convertible Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.
Each holder of shares of Series A Convertible Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of their shares of Series A Convertible Preferred Stock into one fully paid and nonassessable share of Common Stock. In the event of a reverse split or a forward split shall occur, then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Series A Convertible Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.
As of May 31, 2022 and 2021, there were 0 shares of Series A Convertible Preferred outstanding.
Series B Convertible Preferred Stock
The Company designated 3,000,051 shares of Series B Convertible Preferred Stock with a par value of $0.00001 per share.
Initially, there will be no dividends due or payable on the Series B Convertible Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation (“Certificate”). Any and all such future terms concerning dividends shall be reflected in an amendment to the Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series B Convertible Preferred Stock shall rank pari passu with the Company’s common stock and the Series B Convertible Preferred shall have no liquidation preference over any other class of stock.
Each holder of outstanding shares of Series B Convertible Preferred Stock shall be entitled to the number of votes equal to one hundred (100) votes for each share held of record on all matters submitted to a vote of the shareholders. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Convertible Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.
23
VICTORIA LAKE, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2022 & 2021
Each Series B Convertible Preferred Stock has a conversion rate of 100 shares of Common Stock for each Series B Convertible Preferred Stock. Each holder of shares of Series B Convertible Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of their shares of Series B Convertible Preferred Stock into one hundred fully paid and nonassessable shares of Common Stock. In the event of a reverse split or a forward split shall occur, then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Series B Convertible Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.
As of May 31, 2022 and 2021, there were 3,000,051 shares of Series B Preferred issued and outstanding.
Series L Convertible Preferred Stock
On May 19, 2021, the Company entered into a Stock Cancellation Agreement with the G. Reed Petersen Revocable Trust and Jeff Holmes for the cancellation of the 2,000 outstanding Series L Preferred stock owned by the G. Reed Petersen Revocable Trust and Jeff Holmes.
As of May 19, 2021, the Series L Preferred Stock had been retired to treasury.
As of May 31, 2021, there were 0 shares of Series L Preferred outstanding.
On the 22nd day of June 2021, the Series L Preferred Stock Designation was terminated.
NOTE 6 – INCOME TAXES
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception.
Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax losses.
The Company’s federal income tax returns since inception remain subject to examination by the Internal Revenue Service as of May 31, 2022.
The income tax provision differs from the amount of income tax determined by applying the Federal income tax at the expected rate of 21% due to the following:
| Year Ended
May 31,
| From Inception on May 7, 2021 through May 31,
|
| 2022
| 2021
|
Income tax provision
| $ (3,292)
| $ (435)
|
Change in Valuation allowance
| 3,292
| 435
|
Net provision for Federal income taxes
| $ -
| $ -
|
Net deferred tax assets are comprised as follows:
| 2022
| 2021
|
Deferred tax asset attributable to:
|
|
|
Net operating loss carryover
| $ 3,727
| $ 435
|
Less: valuation allowance
| (3,727)
| (435)
|
Net deferred tax asset
| $ -
| $ -
|
24
VICTORIA LAKE, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2022 & 2021
As of May 31, 2022 and 2021, the Company has taxable net loss carryovers of approximately $17,744 and $2,070, respectively, that may be offset against future taxable income.
NOTE 7 - SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that these financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
25
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth the names, ages, and positions with us for each of our directors and officers as May 31, 2022:
Name
|
| Age
|
| Position
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G. Reed Petersen
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| 76
|
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| President, CFO, Director, Secretary and Treasurer
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G. Reed Petersen, President, Director, Secretary, and Treasurer
Mr. G Reed Petersen, our sole officer and director, was appointed as President, Director, Secretary, and Treasurer on May 7, 2021. He is the sole officer and director of our Company.
G. Reed Petersen, age 76, and a resident of the State of Nevada, has been a private investor since 1995. From January 2016 until November 29, 2016, Mr. Peterson was the controlling stockholder and sole executive officer and director of Allied Ventures Holding Corp., which at the time was inactive and deemed to be a public shell company. In connection with the change of control, Mr. Petersen sold all his shares to the new control group for approximately $75,000, and Allied changed its name to Longwen Group Corp. Mr. Petersen was the controlling stockholder and sole officer and director of Kreido Biofuels, Inc., which at the time was inactive and deemed to be a public shell company, from November 2017 to June 5, 2018, when he sold control of that company for $320,000. Mr. Petersen gained control of a small public company, whereafter he redomiciled the corporation to Nevada, and changed the name to Revival Inc. In June 2019, he was involved with the acquisition of a private company by Revival Inc. while he was President. Mr. Petersen retained his 660,001 shares of common stock in Revival but otherwise received no consideration for the change of control. After his resignation as president, that company, now Farmhouse Inc. completed an S-1 offering. Mr. Petersen is the promotor of our Company as defined in Item 401(g). Within the past ten years, Mr. Petersen has not been involved in any legal proceeding identified in Item 401(F) of Regulation S-K.
Mr. Petersen is currently the Director of Entertainment Holdings, Inc., an Oklahoma Company with a Form 10 undergoing current comments by the SEC. Mr. Petersen has been the sole director and majority shareholder holding 87% of Entertainment Holdings, Inc.’s outstanding common shares, since he acquired its predecessor issuer, XRX International Entertainment Holding Group, Inc. on May 5, 2021. Entertainment Holdings, Inc. is the successor issuer of XRX International Entertainment Holding Group, Inc. since the two companies executed and entered into a parent subsidiary formation on June 30, 2021. Mr. Petersen is currently the Director of Myson, Inc., an Oklahoma Company with a Form 10 undergoing current comments by the SEC. Mr. Petersen has been the sole director and majority shareholder holding 99% of Myson, Inc.’s outstanding shares, since he acquired its predecessor issuer Myson Group, Inc. on June 20, 2021. Myson, Inc. is the successor issuer of Myson Group, Inc. since the two companies executed and entered into a parent subsidiary formation on July 8, 2021.
Conflicts Of Interest - General
Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary. At this time, G. Reed Petersen has conflicts of interest with Entertainment Holdings, Inc., and Myson, Inc. of which he is director and president of both companies. There exist specific conflicts of interest between Mr. Petersen, the above companies, and our Company. Our Company and the above listed companies are held and controlled by Mr. Petersen as shell companies that will seek to acquire target operating businesses at a future date. At that time, Mr. Petersen will have to use his discretion and sound judgment in matching our Company with the right operating business and may weight the use of any corporate opportunity to choose one of the other companies as a more viable candidate.
26
Conflicts Of Interest - Corporate Opportunities
Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.
Committees Of The Board Of Directors
In the ordinary course of business, the board of directors maintains a compensation committee and an audit committee.
The primary function of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation, including bonuses, of our officers and to administer the grants under our stock option plan.
The functions of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.
In the absence of a separate audit committee our board of directors’ functions as audit committee and performs some of the same functions of an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls.
ITEM 11: EXECUTIVE COMPENSATION
As of the date of this filing, Mr. G. Reed Petersen was our sole director and officer.
Executive compensation from inception on May 7, 2021 through May 31, 2021, and the year ended May 31, 2022 was as follows: