Mark C. Lee
Tel 916.442.1111
Fax 916.448.1709
leema@gtlaw.com
March 8, 2017
Via EDGAR and Federal Express
John Reynolds
Assistant Director
Office of Beverages, Apparel and Mining
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
| Re: | Gold Lakes Corp. |
| Amendment No. 5 to Registration Statement on Form S-1 Filed February 15, 2017 File No. 333-210675 |
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| Form 10-K for Fiscal Year Ended July 31, 2015 File No. 000-52814 |
Dear Mr. Reynolds:
On behalf of Gold Lakes Corp., a Nevada corporation (the “Company”), we are responding to comments in the letter from the Staff of the Securities and Exchange Commission (“Staff”) dated February 24, 2017, relating to the Company’s Amendment No. 5 to the Registration Statement on Form S-1 filed on February 15, 2017. The responses below have been numbered to correspond with the comments in your February 24, 2017 letter. We are including a courtesy marked copy of the Company’s Pre-Effective Amendment No. 6 to the Registration Statement on Form S-1 (“Amendment No. 6”) with this letter.
Overview, page 39
1. Please provide us with a detailed reconciliation of the change in the issued and outstanding common shares of 103,096,935 per the balance sheet at October 31, 2016 on page F-2 to 209,659,770 common shares at February 10, 2017.
Company Response 1:
The Company respectfully informs the Staff that the significant increase in the number of shares of the Company’s common stock issued and outstanding from October 31, 2016 through February 2017 was due to numerous conversions by the holders of outstanding convertible notes into shares of the Company’s common stock. Amendment No. 6 has been revised to include disclosures regarding the recent issuances of common stock pursuant to such note conversions. The table below sets forth the conversion dates and the number of shares issued pursuant to the note conversions effected between October 31, 2016 and March 1, 2017. As of October 31, 2016, there were 103,096,935 shares of the Company’s common stock issued and outstanding. From November 1, 2016 through March 1, 2017, the Company issued 442,082,510 shares of common stock pursuant to the note conversions described in the table below, such that as of March 2, 2017, there were 545,179,445 shares of the Company’s common stock issued and outstanding.
| 1 |
Securities and Exchange Commission
Division of Corporation Finance
March 8, 2017
Date of Note Conversion(s) |
| Number of Shares of Common Stock Issued |
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November 30, 2016 |
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| 5,000,000 |
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December 7, 2016 |
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| 5,103,449 |
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December 28, 2016 |
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| 2,400,000 |
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January 6, 2017 |
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| 2,592,000 |
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January 13, 2017 |
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| 4,320,000 |
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January 19, 2017 |
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| 5,000,000 |
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January 20, 2017 |
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| 6,003,106 |
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January 24, 2017 |
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| 5,040,000 |
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January 25, 2017 |
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| 5,000,000 |
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January 27, 2017 |
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| 6,500,000 |
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January 31, 2017 |
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| 6,789,218 |
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February 2, 2017 |
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| 5,890,910 |
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February 3, 2017 |
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| 2,100,000 |
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February 6, 2017 |
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| 17,220,834 |
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February 7, 2017 |
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| 12,740,000 |
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February 9, 2017 |
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| 5,143,318 |
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February 10, 2017 |
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| 9,720,000 |
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February 13, 2017 |
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| 47,367,390 |
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February 14, 2017 |
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| 10,576,163 |
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February 15, 2017 |
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| 36,132,692 |
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February 16, 2017 |
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| 15,000,000 |
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February 17, 2017 |
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| 28,501,715 |
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February 21, 2017 |
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| 29,877,288 |
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February 23, 2017 |
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| 36,098,000 |
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February 24, 2017 |
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| 15,000,000 |
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February 27, 2017 |
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| 40,360,000 |
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March 1, 2017 |
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| 76,606,427 |
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Total |
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| 442,082,510 |
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Recent Sales of Unregistered Securities, page 56
2. We note the increase in common stock outstanding as reflected in the last amendment. Please provide the disclosure required by Item 701 of Regulation S-K for these stock issuances.
Company Response 2:
The Company respectfully informs the Staff that Amendment No. 6 has been revised to include the disclosure required by Item 701 of Regulation S-K with respect to the recent issuances of common stock pursuant to the note conversions described above.
| 2 |
Securities and Exchange Commission
Division of Corporation Finance
March 8, 2017
***
We hope that the foregoing addresses all of the Staff’s comments contained in its letter dated February 24, 2017. In the event the Staff has no further comments, we would appreciate written correspondence to that effect.
If you have any questions regarding this response, please do not hesitate to contact me directly at (916) 442-1111.
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| Best regards, |
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| /s/ Mark Lee |
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| Mark C Lee |
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| Shareholder |
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| 3 |
Securities and Exchange Commission
Division of Corporation Finance
March 8, 2017
ACKNOWLEDGEMENT
In connection with Gold Lake Corp.’s (the “Company”) letter dated March 8, 2017, addressed to the Securities Exchange Commission (the “Commission”), we acknowledge the following:
| · | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
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| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
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| · | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| GOLD LAKES CORP. | |||
| By: | /s/ Christopher Vallos | ||
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| Christopher Vallos | |
| Chief Executive Officer | |||
4 |
