UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) April 26, 2006 |
DOUGLAS LAKE MINERALS INC.
(Exact name of registrant as specified in its charter) |
Nevada
(State or other jurisdiction of incorporation) | 000-50907
(Commission File Number) | 98-0430222
(IRS Employer Identification No.) |
Suite 808 - 27 Alexander Street, Vancouver, British Columbia, Canada V6A 1B2
Telephone No.: (604) 230-4930
(Address and telephone number of Registrant's principal
executive offices and principal place of business) |
Suite 500 - 602 West Hastings, Vancouver, British Columbia, Canada V6B 1B2
(Former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Amendment No. 2 to Douglas Lake Minerals Inc.'s Current Report on Form 8-K for the date of earliest reported on April 26, 2006, is being filed to further amend "Legal Proceedings" of Item 2.01(f) Description of Shell Company to update full particulars of the Company's offering that included the Pennsylvania resident investors who received the Company's offer of rescission.
Besides the said disclosures, no other changes have been made to the Form 8-K for the date of earliest reported on April 26, 2006.
Item 2.01 Completion of Acquisition or Disposition of Assets.
(f) Description of Shell Company
Legal Proceedings
Alleged Violations of Securities Law
On January 23, 2006, the Pennsylvania Securities Commission ("PSC") issued an inquiry letter to the Company. The inquiry alleged that the Company offered and sold securities to investors without being in compliance with Regulation D and without registration. The PSC notified us that an acceptable course of action was for us to offer the Pennsylvania state residents an opportunity to rescind their investment with us.
On May 4, 2006, the Company sent by courier a rescission offer to a couple who were Pennsylvania resident investors who bought shares from the Company in April 2005. The Pennsylvania state statutes give the investor the right to require the Company to repurchase the shares bought at a price of $0.30 per share plus interest at the statutory rate calculated from the date of payment.
The common stock of the Company is traded on the NASD OTC Bulletin Board under the symbol DLKM. The Company common stock closed at $2.50 on May 1, 2006.
Acceptance of the rescission offer must be mailed to the Company within thirty (30) days from receipt of the rescission offer. Acceptance of the rescission offer is not valid unless the shareholder returns the stock certificates to the Company within 45 days of receipt of the rescission offer. If a valid acceptance of the rescission offer is not made within these time periods, any statutory right to require the Company to redeem the shares pursuant to these state statutes will expire.
The Company's only other US investors of the subject private placement were two couples who were residents of California. The Company does not plan to make a similar rescission offer to the California investors.
The offering, for which the aforementioned residents of Pennsylvania and California were part of, consists of a total of 38 subscribers, 35 of which are residents of British Columbia and the total amount of money paid to us to acquire common stock during this offering was $397,000. The Company does not plan to make a rescission offer to the British Columbia residents.
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.
| | DOUGLAS LAKE MINERALS INC. |
Date: May 15, 2006
|
By: /s/ Antonia Bold-de-Haughton
Antonia Bold-de-Haughton,
Chief Financial Officer and Director
|
