UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to _____
Commission File Number:000-50907
DOUGLAS LAKE MINERALS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 98-0430222 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Suite 500, 666 Burrard Street | |
| Vancouver, British Columbia, Canada | V6C 3P6 |
| (Address of principal executive offices) | (Zip Code) |
(604) 642-6165
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
Yes [ x ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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).
Yes [ x ] No [ ]
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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ x ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ x ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
292,416,653 shares of common stock as of October 21, 2011.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended August 31, 2011, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
| Item 6. | Exhibits |
| Exhibit Number | Description of Exhibit | |
| 3.1(1) | Articles of Incorporation | |
| 3.2(12) | Certificate of Amendment to Articles of Incorporation | |
| 3.3(3) | Amended Bylaws, as amended on September 5, 2006 | |
| 10.1(4) | Asset Purchase Agreement with KBT Discovery Group Tanzania Ltd. | |
| 10.2(4) | Asset Purchase Agreement with Hydro-Geos Consulting Group Tanzania Ltd. | |
| 10.3(4) | Asset Purchase Agreement with Megadeposit Explorers Ltd. | |
| 10.4(5) | Amendment No. 1 to Asset Purchase Agreement with KBT Discovery Group Tanzania Ltd. | |
| 10.5(5) | Amendment No. 1 to Asset Purchase Agreement with Hydro-Geos Consulting Group Tanzania Ltd. | |
| 10.6(5) | Amendment No. 1 to Asset Purchase Agreement with Megadeposit Explorers Ltd. | |
| 10.7(6) | Amendment No. 2 to Asset Purchase Agreement with KBT Discovery Group Tanzania Ltd. | |
| 10.8(6) | Amendment No. 2 to Asset Purchase Agreement with Hydro-Geos Consulting Group Tanzania Ltd. | |
| 10.9(6) | Amendment No. 2 to Asset Purchase Agreement with Megadeposit Explorers Ltd. | |
| 10.10(7) | Strategic Alliance Agreement between the Company and Canaco | |
| 10.11(8) | Option Agreement between the Company and Canaco | |
| 10.12(9) | Amendment No. 1 to Strategic Alliance Agreement between the Company and Canaco | |
| 10.13(9) | Kwadijava Option Agreement | |
| 10.14(9) | Negero Option Agreement | |
| 10.15(10) | Joint Venture Agreement with Mkuvia Maita | |
| 10.16(11) | 2007 Stock Incentive Plan | |
| 10.17(14) | 2007 Stock Incentive Plan | |
| 10.18(11) | Consulting Agreement with Harpreet Sangha | |
| 10.19(11) | Consulting Agreement with Rovingi | |
| 10.20(13) | Joint Venture Agreement with Mkuvia Maita dated June 5, 2009 | |
| 10.21(15) | Agreement with Ruby Creek Resources, Inc. dated November 7, 2009 | |
| 10.22(16) | Purchase Agreement with Ruby Creek Resources, Inc., dated for reference May 19, 2010 |
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| 10.23(17) | August 2010 Stock Incentive Plan |
| 10.24(18) | Mineral Property Acquisition Agreement between the Company and IPP Gold Limited, dated September 15, 2010, ratified by the Company’s Board of Directors on September 21, 2010. |
| 10.26(20) | November 2010 Stock Incentive Plan |
| 10.27(19) | Mineral Property Acquisition Agreement between the Company and Handeni Resources Limited, dated August 5, 2011 |
| 14.1(2) | Code of Ethics |
| 21.1 | Subsidiaries of the Registrant: a. Douglas Lake Tanzania Limited (Tanzania) b. DLM Tanzania Limited (Tanzania) |
| 31.1(21) | Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2(21) | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1(21) | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | XBRL INSTANCE DOCUMENT |
| 101.SCH* | XBRL TAXONOMY EXTENSION SCHEMA |
| 101.CAL* | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
| 101.DEF* | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
| 101.LAB* | XBRL TAXONOMY EXTENSION LABEL LINKBASE |
| 101.PRE* | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
| * | Filed herewith. |
| (1) | Incorporated by reference to Form SB-2 Registration Statement filed on July 22, 2004. |
| (2) | Incorporated by reference to Annual Report on Form 10-KSB for year ended May 31, 2005. |
| (3) | Incorporated by reference to Annual Report on Form 10-KSB for year ended May 31, 2006. |
| (4) | Incorporated by reference to Current Report on Form 8-K filed on August 4, 2005. |
| (5) | Incorporated by reference to Current Report on Form 8-K filed on November 21, 2005. |
| (6) | Incorporated by reference to Quarterly Report on Form 10-SB for quarterly period ended November 30, 2005. |
| (7) | Incorporated by reference to Current Report on Form 8-K filed on May 4, 2006. |
| (8) | Incorporated by reference to Quarterly Report on Form 10-SB for quarterly period ended August 31, 2006. |
| (9) | Incorporated by reference to Quarterly Report on Form 10-SB for quarterly period ended August 31, 2007. |
| (10) | Incorporated by reference to Current Report on Form 8-K filed on August 6, 2008. |
| (11) | Incorporated by reference to Annual Report on Form 10-KSB for year ended May 31, 2007. |
| (12) | Incorporated by reference to Current Report on Form 8-K filed on January 27, 2009 |
| (13) | Incorporated by reference to Current Report on Form 8-K filed on July 16, 2009 |
| (14) | Incorporated by reference to Registration Statement Form S-8 filed on December 30, 2008. |
| (15) | Incorporated by reference to Current Report on Form 8-K filed on November 13, 2009. |
| (16) | Incorporated by reference to Current Report on Form 8-K filed on June 21, 2010. |
| (17) | Incorporated by reference to Annual Report on Form 10-K for the year ended May 31, 2010. |
| (18) | Incorporated by reference to Current Report on Form 8-K filed on September 27, 2010. |
| (19) | Incorporated by reference to Current Report on Form 8-K filed on August 10, 2011. |
| (20) | Incorporated by reference to Annual Report on Form 10-K filed on September 13, 2011. |
| (21) | Incorporated by reference to Quarterly Report on Form 10-Q for quarterly period ended August 31, 2011, field on October 21, 2011. |
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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 thereunto duly authorized.
| DOUGLAS LAKE MINERALS INC. | ||
| By: | “Douglas Boateng” | |
| Douglas Boateng | ||
| President, Chief Executive Officer and a director | ||
| Date: November 16, 2011 | ||
| By: | “Debra Farquharson” | |
| Debra Farquharson | ||
| Chief Financial Officer | ||
| Date: November 16, 2011 | ||
