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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2005
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 000-501191
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LAKEFIELD VENTURES, INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0201259
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
104-1015 Columbia Street, Suite 811
New Westminster, British Columbia V3M 6V3
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(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 604-351-3351
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None
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 3,550,000 shares of $0.001 par value
common stock outstanding as of a June 30, 2004.
LAKEFIELD VENTURES INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
June 30, 2005
(Stated in US Dollars)
(Unaudited)
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Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was conducted by the sole director of the
Company, who also acts as the Company's President, the Chief Executive Officer,
and the Chief Financial Officer.
Based upon that evaluation, the Company concluded that the disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
Plan of Operation
We have completed Phase 1 of our exploration program on the Kayla property and
our plan of operations for the twelve months following the date of this
report is to determine whether to proceed with Phase 2 of our exploration program
on the Kayla property. If we determine to proceed, we anticipate that Phase 2 of
this program will cost $135,000 respectively.
In addition, we anticipate spending $10,000 on professional fees and $10,000
on other administrative expenses.
Total expenditures over the next 12 months are therefore expected to be
$155,000. We will not be able to proceed with our exploration program, or
meet our administrative expense requirements, without additional financing.
We will not be able to complete the initial exploration program on our mineral
property without additional financing. We currently do not have a specific
plan of how we will obtain such funding; however, we anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock. We may also seek to obtain short-term loans from our director, although
no such arrangement has been made. At this time, we cannot provide investors
with any assurance that we will be able to raise sufficient funding from the
sale of our common stock or through a loan from our directors to meet our
obligations over the next twelve months. We do not have any arrangements in
place for any future equity financing. Due to these factors, raise substantial
doubt that the Company will be able to continue as a going concern.
To the extent management’s plans are unsuccessful in circumventing the going
concern uncertainty; the Company will cease all operations and no longer continue
as a going concern.
Results Of Operations for Three-Month Period Ended June 30, 2004
We incurred operating expenses in the amount of $0 for the three-month
period ended June 30, 2005, as compared to $8046 for the comparative period in
2004. At quarter end, we had cash on hand of $419. Our liabilities at the
same date totaled $22,910.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
During the three-month period ended June 30, 2004, the Company did not file any
current reports on Form 8-K.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lakefield Ventures Inc.
/s/ Michael Iverson
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Michael Iverson
President, Secretary, Treasurer
and Director
(Principal Accounting and Executive
Officer)
Dated: August 15, 2005
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Exhibit 31.1
CERTIFICATION
I, Michael Iverson, President and Chief Executive Officer of Lakefield
Ventures Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Lakefield
Ventures Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) designed such internal control over financial reporting, or caused
such disclosure control and procedures 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 small business issuer'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 quarterly report based on
such evaluation; and
d) disclosed in this quarterly report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal controls
over financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer'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 small business issuer's ability
to record, process, summarize and reporting financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: August 15, 2005 /s/ Michael Iverson
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Michael Iverson
President, Secretary, Treasurer
and Director
(Principal Accounting and Executive
Officer)
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Exhibit 31.2
CERTIFICATION
I, Michael Iverson, Secretary, Treasurer and Chief Financial Officer of Lakefield
Ventures Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Lakefield
Ventures Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) designed such internal control over financial reporting, or caused
such disclosure control and procedures 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 small business issuer'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 quarterly report based on
such evaluation; and
d) disclosed in this quarterly report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal controls
over financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer'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 small business issuer's ability
to record, process, summarize and reporting financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: August 15, 2005 /s/ Michael Iverson
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Michael Iverson
President, Secretary, Treasurer
and Director
(Principal Accounting and Executive
Officer)
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Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Lakefield Ventures Inc. (the
"Company") on Form 10-QSB for the period ended June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
Date: August 15, 2005
/s/ Michael Iverson
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Michael Iverson
President, Secretary, Treasurer
and Director
(Principal Accounting and Executive Officer)
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Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Lakefield Ventures Inc. (the
"Company") on Form 10-QSB for the period ended June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
Date: August 15, 2005
/s/ Michael Iverson
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Michael Iverson
President, Secretary, Treasurer
and Director
(Principal Accounting and Executive Officer)