10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: November 30, 2022
or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

———————

VICTORIA LAKE, INC.

(Exact name of registrant as specified in its charter)

———————

OKLAHOMA	000-56316	86-3939374
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

3625 Cove Point Dr., Salt Lake City, UT 84109

(Address of Principal Executive Office) (Zip Code)

(801) 209-0740

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

———————

Securities registered pursuant to Section 12 (b) of the Act: 

Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has 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 registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	X	Yes	No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
	X	Yes	No

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	☒	Yes	[ ]	No

The number of shares of the issuer’s Common Stock outstanding as of January 15, 2023 is 167,304,067.

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TABLE OF CONTENTS

	PART I FINANCIAL INFORMATION	PAGE
ITEM 1	Financial statements	3
ITEM 2	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	11
ITEM 3	Quantitative and Qualitative Disclosure About Market Risk	18
ITEM 4	Controls and Procedures	18
	PART II OTHER INFORMATION
ITEM 1	Legal Proceedings	18
ITEM 1A	Risk Factors	18
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	18
ITEM 3	Defaults Upon Senior Securities	19
ITEM 4	Mine Safety Information	19
ITEM 5	Other Information	19
ITEM 6	Exhibits	19
	SIGNATURES	20

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Part 1 - Financial Information

Item 1. Financial Statements.

VICTORIA LAKE, INC.
Condensed Balance Sheets
(Unaudited)
ASSETS
			November 30,		May 31,
			2022		2022
CURRENT ASSETS
	Cash			-		-
		Total Current Assets		-		-
		TOTAL ASSETS		-		-
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses			3,985		5,395
	Accounts payable - related party			21,344		12,349
		Total Current Liabilities		25,329		17,744
		Total Liabilities		25,329		17,744
STOCKHOLDERS' DEFICIT
	Series B Convertible Preferred stock: 100,000,000 shares authorized, $0.00001 par value, 3,000,051 shares issued and outstanding			30		30
	Common stock: 500,000,000 shares authorized, $0.00001 par value, 167,304,067 shares issued and outstanding			1,673		1,673
	Additional paid-in capital			(1,703)		(1,703)
	Accumulated deficit			(25,329)		(17,744)
		Total Stockholders' Deficit		(25,329)		(17,744)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		-		-
The accompanying notes are an integral part of these unaudited condensed financial statements.

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VICTORIA LAKE, INC.
Condensed Statements of Operations
(Unaudited)
		For the Three Months Ended				For the Six Months Ended
		November 30,				November 30,
		2022		2021		2021		2021
REVENUES
	Revenue		-		-		-		-
OPERATING EXPENSES
	Professional fees		4,693		1,201		6,492		6,778
	General and administrative		636		1,351		1,093		1,351
Total Operating Expenses			5,329		2,552		7,585		8,129
LOSS FROM OPERATIONS			(5,329)		(2,552)		(7,585)		(8,129)
	Provision for income taxes		-		-		-		-
NET LOSS			(5,329)		(2,552)		(7,585)		(8,129)
	BASIC AND DILUTED LOSS PER SHARE		(0.00)		(0.00)		(0.00)		(0.00)
	BASIC AND DILUTED WEIGHTED AVERAGE
	NUMBER OF SHARES OUTSTANDING		167,304,067		167,304,067		167,304,067		167,304,067
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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VICTORIA LAKE, INC.
Condensed Statements of Stockholders' Deficit
(Unaudited)
	Three and Six Months Ended November 30, 2022
							Additional			Total
	Common Stock			Series B Convertible Preferred Stock			Paid-In	Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital	Deficit		Deficit
Balance, May 31, 2022	167,304,067		1,673	3,000,051		30	(1,703)		(17,744)		(17,744)
Net loss for the three months ended
August 31, 2022	-		-	-		-	-		(2,256)		(2,256)
Balance, August 31, 2022	167,304,067		1,673	3,000,051		30	(1,703)		(20,000)		(20,000)
Net loss for the three months ended
November 30, 2022	-		-	-		-	-		(5,329)		(5,329)
Balance, November 30, 2022	167,304,067		1,673	3,000,051		30	(1,703)		(25,329)		(25,329)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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VICTORIA LAKE, INC.
Condensed Statements of Stockholders' Deficit
(Unaudited)
	Three and Six Months Ended November 30, 2021
	Common Stock			Series B Convertible Preferred Stock			Additional Paid-In	Accumulated		Total Stockholders’
	Shares	Amount		Shares	Amount		Capital	Deficit		Deficit
Balance, May 31, 2021	167,304,067		1,673	300,051		30	(1,703)		(2,070)		(2,070)
Net loss for the three months ended
August 31, 2021	-		-	-		-	-		(5,577)		(5,577)
Balance, August 31, 2021	167,304,067		1,673	300,051		30	(1,703)		(7,647)		(7,647)
Net loss for the three months ended
November 30, 2021	-		-	-		-	-		(2,552)		(2,552)
Balance, November 30, 2021	167,304,067		1,673	300,051		30	(1,703)		(10,199)		(10,199)
The accompanying notes are an integral part of these unaudited condensed financial statements.

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VICTORIA LAKE, INC.
Condensed Statements of Cash Flows
(Unaudited)
				For the Six Months Ended
				November 30,
				2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss				(7,585)		(8,129)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Accounts payable and accrued expenses			(1,410)		1,025
		Accounts payable – related party			8,995		7,104
			Net Cash Used in Operating Activities		-		-
	NET CHANGES IN CASH				-		-
	CASH AT BEGINNING OF PERIOD				-		-
	CASH AT END OF PERIOD				-		-
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest			-		-
		Income Taxes			-		-
The accompanying notes are an integral part of these unaudited condensed financial statements.

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VICTORIA LAKE, INC

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2022 AND 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

Financial statement presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended May 31, 2022.

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

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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. The Company's most significant estimates relate to the valuation of its contingent liabilities and the valuation of its common stock.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

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, which clarifies the accounting and disclosure for uncertainty in tax positions and 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 have identified the U.S. federal as our "major" tax jurisdictions. 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 earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings 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 three and six months ended November 30, 2022 and 2021 include 300,005,100 shares for convertible Series B 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 and is recognized as an expense over the requisite service period, which is generally the vesting period.

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Fair Value of Financial Instruments

The Company's financial instruments consist primarily 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 follows ASC 820, Fair Value Measurements, 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.

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 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 November 30, 2022, the Company had not yet achieved profitable operations, has accumulated losses of $25,329 since its inception, has a working capital deficiency of $25,329 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

As of November 30, 2022 and May 31, 2022, our sole officer and director, G. Reed Petersen, had paid various expenses on behalf of the Company, totaling $21,344 and 12,349. During the six months ended November 30, 2022 and 2021, Mr. Petersen paid $8,995, and $7,104, respectively, of expenses on behalf of the Company.

As the Company’s office space needs are limited at the current time, G. Reed Petersen is currently providing space to the Company at no cost.

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NOTE 5 - EQUITY

The total number of shares of stock which the Company has authority to issue is 600,000,000 shares at $0.00001 par value, of which 500,000,000 shares are designated as Common Stock and 100,000,000 shares are designated as Series B Preferred Stock. The Board of Directors of the Company 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.

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 B Convertible Preferred Stock

The Company designated 100,000,000 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 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.

Each Series B Convertible Preferred Stock has a conversion rate of 100 shares of Common Stock for each Series B 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 November 30, 2022 and May 31, 2022, there were 3,000,051 shares of Series B Convertible Preferred Stock issued and outstanding. 

NOTE 6 - SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued, and noted no events requiring adjustment or disclosure in the condensed financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q

PLAN OF OPERATION

Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

Our intended budget for the next twelve months is as follows:

	Q3 three months ended February 28, 2023		Q4 three months ended May 31, 2023		Q1 three months ended August 31, 2023		Q2 three months ended November 30, 2023		Twelve Month Total
Accounting	$	5,000	$	5,000	$	5,000	$	5,000	$	20,000
General and administrative	$	3,000	$	3,000	$	3,000	$	3,000	$	12,000
Miscellaneous	$	2,000	$	2,000	$	2,000	$	2,000	$	8,000
Total Operating Expenses	$	10,000	$	10,000	$	10,000	$	10,000	$	40,000

At this time, we have no cash on hand, and we are dependent on advances from our principal shareholder or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding these sources.

As of the date of this Report we intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. The Company will not restrict its search

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to any specific business, industry, or geographical location and it may participate in a business venture of virtually any kind or nature. One of the benefits to our being a reporting and publicly traded company is to allow us to utilize our securities as consideration for some or all of the purchase price of these potential acquisitions. There are no assurances we will be able to consummate any acquisitions using our securities as consideration, or at all.

There are numerous things that will need to occur in order to allow us to implement this aspect of our business plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan.

Management will seek out and evaluate businesses for acquisition. The integrity and reputation of any potential acquisition candidate will first be thoroughly reviewed to ensure it meets with management’s standards. Once targeted as a potential acquisition candidate, we will enter into negotiations with the potential candidate and commence due diligence evaluation, including its financial statements, cash flow, debt, location and other material aspects of the candidate’s business. If we are successful in our attempts to acquire a company or companies utilizing our securities as part or all of the consideration to be paid, our current shareholders will incur dilution.

In implementing a structure for a particular acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, asset purchase, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management and shareholders will no longer be in control of our Company.

As part of our investigation, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an acquisition will depend on the nature of the opportunity, the respective needs and desires of us and other parties, the management of the acquisition candidate and our relative negotiation strength.

We will participate in an acquisition only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

Depending upon the nature of the acquisition, including the financial condition of the acquisition company, as a reporting company under the Securities Exchange Act of 1934 (“34 Act “), it will be necessary for such acquisition candidate to provide independent audited financial statements. We will not acquire any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the 34 Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the agreement will also contain a provision providing for the acquisition entity to reimburse us for all costs associated with the proposed transaction.

As of the date of this Report we are not engaged in discussions with any concerning any potential merger or acquisition. We will not engage in any discussions concerning any merger or acquisition until a minimum of sixty (60) days has elapsed since the filing of our annual report. There are no assurances that any material acquisition will occur in the future.

We believe there are certain perceived benefits to being a public company whose securities are publicly traded, including the following:

· increased visibility in the financial community;

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· increased valuation;

· greater ease in raising capital;

· compensation of key employees through stock options for which there may be a market valuation; and

· enhanced corporate image.

There are also certain perceived disadvantages to being a trading company including the following:

· required publication of corporate information;

· required filings of periodic and episodic reports with the Securities and Exchange Commission.

Business entities, if any, which may be interested in a combination with us may include the following:

· a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;

· a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;

· a company which wishes to become public with less dilution of its securities than would occur upon an underwriting;

· a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;

· a foreign company which may wish an initial entry into the United States securities market;

· a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;

· a company seeking one or more of the other perceived benefits of becoming a public company.

A business combination with a private company will normally involve the transfer to the private company of the majority of the issued and outstanding common stock of the Company, and the substitution by the private company of its own management and board of directors.

The proposed business activities described herein classify us as a “shell company”. The Securities and Exchange Commission and certain states have enacted statutes, rules and regulations regarding the sales of securities of shell companies, as well as limitations on a shareholder’s ability to sell their “restricted” securities. Rule 144 is not available to a shareholder of a shell company unless and until the Company files a registration statement with the SEC that includes certain specific information about existing business operations of a registrant and thereafter must wait an additional one year to take advantage of that exemption from registration.

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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2022 AND NOVEMBER 30, 2021.

Revenue

We recognized no revenue during the three months ended November 30, 2022 and 2021.

General and Administrative Expenses

During the three months ended November 30, 2022 and 2021, we incurred $636 and $1,351, respectively, in general and administrative expenses.

Professional Fees

During the three months ended November 30, 2022 and 2021, we incurred professional fees of $4,693 and $1,201, respectively. The increase was due primarily to audit fees billed during the quarter relating to the Company’s recently filed 10-K.

Operating Loss

During the three months ended November 30, 2022 and 2021, we incurred operating losses of $5,329 and $2,552, respectively.

Net Loss

During the three months ended November 30, 2022 and 2021, we incurred a net loss of $5,329 and $2,552, respectively.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2022 AND 2021.

Revenue

We recognized no revenue during the six months ended November 30, 2022 or 2021.

General and Administrative Expenses

During the six months ended November 30, 2022 and 2021, we incurred $1,093 and $1,351, respectively, in general and administrative expenses.

Professional Fees

During the six months ended November 30, 2022 and 2021, we incurred $6,492 and $6,778, respectively, in professional fees.

Operating Loss

During the six months ended November 30, 2022 and 2021, we incurred operating losses of $7,585 and $8,129, respectively.

Net Loss

During the six months ended November 30, 2022 and 2021, we incurred net losses of $7,585 and $8,129, respectively, due to the factors noted above.

16

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2022 and May 31, 2022, we had no assets, operating business or other source of income and outstanding liabilities and stockholders’ deficits of $25,329 and $17,744, respectively.

Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the period ended May 31, 2022, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

	Six Months Ended		Six Months Ended
	November 30, 2022		November 30, 2021
Net Cash from Operating Activities	$	-	$	-
Net Cash from Investing Activities	$	-	$	-
Net Cash from Financing Activities	$	-	$	-
Net Change in Cash and Cash Equivalents	$	-	$	-

Operating Activities

During the six months ended November 30, 2022 and 2021, we neither generated nor used funds in operating activities.

Investing Activities

During the six months ended November 30, 2022 and 2021, we neither generated nor used funds in investing activities.

Financing Activities

During the six months ended November 30, 2022 and 2021, we neither generated nor used funds in financing activities.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan of seeking a combination with a private operating company. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.

Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

17

Off-Balance Sheet Arrangements

As November 30, 2022, we have no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in Note 2 to our Financial Statements. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statements. However, it should be noted that we intend to acquire a new operating business. The critical accounting policies and estimates for such new operations will, in all likelihood, be significantly different from our current policies and estimates.

Stock-based Compensation

The Company accounts for stock-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 and recognized over the requisite service period, which is generally the vesting period.

Recently Issued Accounting Pronouncements

Management has evaluated 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is listed with the OTC Markets Group on the “Expert Market” which will require more investigation into the Company. Additionally, because of the change in listing, our publicly held securities at this time are not available for public viewing.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of November 30, 2022 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended November 30, 2022, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

18

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINDS.

None.

ITEM 1A. RISK FACTORS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

EXHIBITS

Exhibit No.	Description
3(i).1	Articles of Incorporation (Oklahoma) – Victoria Lake, Inc. – 5.7.2021	Incorporated by refence (see 10-12G filed 7/29/2021)
3(i).2	Bylaws  – 5.7.2021	Incorporated by refence (see 10-12G filed 7/29/2021)
3(i).3	Certificate of Designation  – 5.7. 2021 – Series A	Incorporated by refence (see 10-12G filed 7/29/2021)
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Attached

19

SIGNATURES

Pursuant to the requirements of the securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

	VICTORIA LAKE, INC.
Date: January 15, 2023	/s/ Reed Petersen
	Reed Petersen-
	President, Secretary, Treasurer and
	Director

20

EX-31.1

CERTIFICATION

I,  G. Reed Petersen, Chief Executive Officer and Treasurer of Victoria Lake, Inc. (the “Company”), certify that:

1.I have reviewed this quarterly report on Form 10-Q of the Company; 

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: 

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting  and the preparation of financial statements for external purposes in accordance  with generally accepted accounting principles; 

(c)evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  

(d)disclosed in this report any change in the Company’s intternal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and 

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of  the  Company’s board of directors (or persons performing the equivalent functions): 

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability trecord, process, summarize and report financial information; and 

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. 

Date: January 18, 2022	/s/ Reed Petersen
	Reed Petersen-
	President, Secretary,
	Treasurer, Chief Executive Officer,
	And Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Nov. 30, 2022	Jan. 15, 2023
Details
Registrant CIK	0001874440
Fiscal Year End	--05-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Nov. 30, 2022
Entity Registrant Name	VICTORIA LAKE, INC.
Entity Incorporation, State or Country Code	OK
Entity File Number	000-56316
Entity Tax Identification Number	86-3939374
Entity Address, Address Line One	3625 Cove Point Dr.
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84109
Entity Address, Address Description	Address of Principal Executive Office
City Area Code	801
Local Phone Number	209-0740
Phone Fax Number Description	Registrant’s telephone number, including area code
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		167,304,067
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Document Transition Report	false

XML

Balance Sheets - USD ($)	Nov. 30, 2022	May 31, 2022
Current Assets
Cash	$ 0	$ 0
Total Current Assets	0	0
TOTAL ASSETS	0	0
CURRENT LIABILITIES
Accounts payable and accrued expenses	3,985	5,395
Accounts payable - related party	21,344	12,349
Total Current Liabilities	25,329	17,744
Total Liabilities	25,329	17,744
STOCKHOLDERS' DEFICIT
Preferred shares	30	30
Common shares	1,673	1,673
Additional paid-in capital	(1,703)	(1,703)
Accumulated deficit	(25,329)	(17,744)
Total Stockholders' Deficit	(25,329)	(17,744)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

XML

Balance Sheets - Parenthetical - $ / shares	Nov. 30, 2022	May 31, 2022
Details
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Preferred Stock, Shares Issued	3,000,051	3,000,051
Preferred Stock, Shares Outstanding	3,000,051	3,000,051
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares, Issued	167,304,067	167,304,067
Common Stock, Shares, Outstanding	167,304,067	167,304,067

XML

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	Nov. 30, 2022	Nov. 30, 2021
REVENUES
Revenue	$ 0	$ 0	$ 0	$ 0
Professional fees	4,693	1,201	6,492	6,778
General and administrative	636	1,351	1,093	1,351
Total Operating Expenses	5,329	2,552	7,585	8,129
LOSS FROM OPERATIONS	(5,329)	(2,552)	(7,585)	(8,129)
Provision for income taxes	0	0	0	0
NET LOSS	$ (5,329)	$ (2,552)	$ (7,585)	$ (8,129)
BASIC AND DILUTED LOSS PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	167,304,067	167,304,067	167,304,067	167,304,067

XML

Statements of Changes in Shareholders' Deficit - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at May. 31, 2021	$ 1,673	$ 30	$ (1,703)	$ (2,070)	$ (2,070)
Shares, Outstanding, Beginning Balance at May. 31, 2021		300,051
NET LOSS	0	$ 0	0	(5,577)	(5,577)
Stockholders' Equity Attributable to Parent, Ending Balance at Aug. 31, 2021	$ 1,673	$ 30	(1,703)	(7,647)	(7,647)
Shares, Outstanding, Ending Balance at Aug. 31, 2021		300,051
Stock Issued During Period, Shares, Acquisitions	167,304,067
Stockholders' Equity Attributable to Parent, Beginning Balance at May. 31, 2021	$ 1,673	$ 30	(1,703)	(2,070)	(2,070)
Shares, Outstanding, Beginning Balance at May. 31, 2021		300,051
NET LOSS					(8,129)
Stockholders' Equity Attributable to Parent, Ending Balance at Nov. 30, 2021	$ 1,673	$ 30	(1,703)	(10,199)	(10,199)
Shares, Outstanding, Ending Balance at Nov. 30, 2021	167,304,067	300,051
Stockholders' Equity Attributable to Parent, Beginning Balance at Aug. 31, 2021	$ 1,673	$ 30	(1,703)	(7,647)	(7,647)
Shares, Outstanding, Beginning Balance at Aug. 31, 2021		300,051
NET LOSS	0	$ 0	0	(2,552)	(2,552)
Stockholders' Equity Attributable to Parent, Ending Balance at Nov. 30, 2021	$ 1,673	$ 30	(1,703)	(10,199)	(10,199)
Shares, Outstanding, Ending Balance at Nov. 30, 2021	167,304,067	300,051
Stockholders' Equity Attributable to Parent, Beginning Balance at May. 31, 2022	$ 1,673	$ 30	(1,703)	(17,744)	(17,744)
Shares, Outstanding, Beginning Balance at May. 31, 2022	167,304,067	3,000,051
NET LOSS	$ 0	$ 0	0	(2,256)	(2,256)
Stockholders' Equity Attributable to Parent, Ending Balance at Aug. 31, 2022	$ 1,673	$ 30	(1,703)	(20,000)	(20,000)
Shares, Outstanding, Ending Balance at Aug. 31, 2022		3,000,051
Stock Issued During Period, Shares, Acquisitions	167,304,067
Stockholders' Equity Attributable to Parent, Beginning Balance at May. 31, 2022	$ 1,673	$ 30	(1,703)	(17,744)	(17,744)
Shares, Outstanding, Beginning Balance at May. 31, 2022	167,304,067	3,000,051
NET LOSS					(7,585)
Stockholders' Equity Attributable to Parent, Ending Balance at Nov. 30, 2022	$ 1,673	$ 30	(1,703)	(25,329)	(25,329)
Shares, Outstanding, Ending Balance at Nov. 30, 2022		3,000,051
Stockholders' Equity Attributable to Parent, Beginning Balance at Aug. 31, 2022	1,673	$ 30	(1,703)	(20,000)	(20,000)
Shares, Outstanding, Beginning Balance at Aug. 31, 2022		3,000,051
NET LOSS	0	$ 0	0	(5,329)	(5,329)
Stockholders' Equity Attributable to Parent, Ending Balance at Nov. 30, 2022	$ 1,673	$ 30	$ (1,703)	$ (25,329)	$ (25,329)
Shares, Outstanding, Ending Balance at Nov. 30, 2022		3,000,051
Stock Issued During Period, Shares, Acquisitions	167,304,067

XML

Statements of Cash Flows - USD ($)	6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS	$ (7,585)	$ (8,129)
Adjustments to reconcile net loss to net cash used by operating activities:
Accounts payable and accrued expenses	(1,410)	1,025
Accounts payable - related party	8,995	7,104
Net Cash Used in Operating Activities	0	0
NET CHANGES IN CASH	0	0
CASH AT BEGINNING OF PERIOD	0	0
CASH AT END OF PERIOD	0	0
CASH FLOW INFORMATION
Interest	0	0
Income Taxes	$ 0	$ 0

XML

NOTE 1 - NATURE OF OPERATIONS

6 Months Ended

Nov. 30, 2022

Notes

NOTE 1 - NATURE OF OPERATIONS

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.

XML

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Nov. 30, 2022

Notes

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial statement presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended May 31, 2022.

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

9

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. The Company's most significant estimates relate to the valuation of its contingent liabilities and the valuation of its common stock.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

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, which clarifies the accounting and disclosure for uncertainty in tax positions and 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 have identified the U.S. federal as our "major" tax jurisdictions. 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 earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings 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 three and six months ended November 30, 2022 and 2021 include 300,005,100 shares for convertible Series B 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 and 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 primarily 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 follows ASC 820, Fair Value Measurements, 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.

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 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.

XML

NOTE 3 - GOING CONCERN

6 Months Ended

Nov. 30, 2022

Notes

NOTE 3 - GOING CONCERN

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 November 30, 2022, the Company had not yet achieved profitable operations, has accumulated losses of $25,329 since its inception, has a working capital deficiency of $25,329 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.

XML

NOTE 4 - RELATED PARTY TRANSACTIONS

6 Months Ended

Nov. 30, 2022

Notes

NOTE 4 - RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

As of November 30, 2022 and May 31, 2022, our sole officer and director, G. Reed Petersen, had paid various expenses on behalf of the Company, totaling $21,344 and 12,349. During the six months ended November 30, 2022 and 2021, Mr. Petersen paid $8,995, and $7,104, respectively, of expenses on behalf of the Company.

As the Company’s office space needs are limited at the current time, G. Reed Petersen is currently providing space to the Company at no cost.

XML

NOTE 5 - EQUITY

6 Months Ended

Nov. 30, 2022

Notes

NOTE 5 - EQUITY

NOTE 5 - EQUITY

The total number of shares of stock which the Company has authority to issue is 600,000,000 shares at $0.00001 par value, of which 500,000,000 shares are designated as Common Stock and 100,000,000 shares are designated as Series B Preferred Stock. The Board of Directors of the Company 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.

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 B Convertible Preferred Stock

The Company designated 100,000,000 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 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.

Each Series B Convertible Preferred Stock has a conversion rate of 100 shares of Common Stock for each Series B 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 November 30, 2022 and May 31, 2022, there were 3,000,051 shares of Series B Convertible Preferred Stock issued and outstanding. 

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NOTE 6 - SUBSEQUENT EVENTS

6 Months Ended

Nov. 30, 2022

Notes

NOTE 6 - SUBSEQUENT EVENTS

NOTE 6 - SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued, and noted no events requiring adjustment or disclosure in the condensed financial statements.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates and Assumptions (Policies)

6 Months Ended

Nov. 30, 2022

Policies

Use of Estimates and Assumptions

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. The Company's most significant estimates relate to the valuation of its contingent liabilities and the valuation of its common stock.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)

6 Months Ended

Nov. 30, 2022

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

6 Months Ended

Nov. 30, 2022

Policies

Income Taxes

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, which clarifies the accounting and disclosure for uncertainty in tax positions and 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 have identified the U.S. federal as our "major" tax jurisdictions. 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.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Loss Per Share (Policies)

6 Months Ended

Nov. 30, 2022

Policies

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share

Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings 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 three and six months ended November 30, 2022 and 2021 include 300,005,100 shares for convertible Series B preferred stock.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies)

6 Months Ended

Nov. 30, 2022

Policies

Stock-Based Compensation

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 and is recognized as an expense over the requisite service period, which is generally the vesting period.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)

6 Months Ended

Nov. 30, 2022

Policies

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company's financial instruments consist primarily 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 follows ASC 820, Fair Value Measurements, 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.

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

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)

6 Months Ended

Nov. 30, 2022

Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has evaluated 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.

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NOTE 3 - GOING CONCERN (Details) - USD ($)	Nov. 30, 2022	May 31, 2022
Details
Accumulated deficit	$ 25,329	$ 17,744
Working Capital Deficit	$ 25,329

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NOTE 4 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	6 Months Ended
	Nov. 30, 2022	Nov. 30, 2021	May 31, 2022
Accounts payable - related party	$ 21,344		$ 12,349
Accounts payable - related party	8,995	$ 7,104
Officer and Director
Accounts payable - related party	$ 21,344		$ 12,349

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NOTE 5 - EQUITY (Details) - $ / shares	Nov. 30, 2022	May 31, 2022
Details
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares Authorized	500,000,000	500,000,000
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Preferred Stock, Shares Issued	3,000,051	3,000,051
Preferred Stock, Shares Outstanding	3,000,051	3,000,051