HESKETT & HESKETT
ATTORNEYS AT LAW
JOHN HESKETT 2401 NOWATA PLACE, SUITE A TELEPHONE (918) 336-1773
JACOB HESKETTBARTLESVILLE, OKLAHOMA 74003 FACSIMILE (918) 336-3152
------------------------------------------- Email: info@hesklaw.com
JACK HESKETT (1932 - 2005)
BILL HESKETT (1933 - 1993)
January 5, 2022
Division of Corporate Finance
Office of Technology
United States Securities
and Exchange Commission
Re:Victoria Lake, Inc.
Amended Registration Statement on Form 10-12G
Filed on December 15, 2021
File No. 000-56316
Dear sir or madam:
I am counsel for Victoria Lake, Inc. and am in receipt of your letter dated December 23, 2021, regarding the referenced filings. The Company’s responses to your questions are as follows:
Amended Registration Statement on Form 10 filed December 15, 2021
General
1.We note the revised disclosures in response to prior comment 2, including the risk factor on page 13. Please revise the risk factor to remove the reference to the SEC changing its position and instead discuss the risk if the company did not have an available exemption for the recent unregistered sales and provide clear disclosure of the specific risks to the company if the exemptions were not available. Lastly, in the disclosure on page 27, please revise to clarify whether the Oklahoma corporation was incorporated for the purpose of changing the state of incorporation and clarify whether there were any additional reasons for the merger, such as whether the Oklahoma company had a separate shareholder base, etc. For guidance, please see Section 203.02 of our Compliance and Disclosure Interpretations (Securities Act Sections), which is available on our website.
Response: We have revised the refenced pages above.
The foregoing information is deemed to be Company’s complete response to your inquiries of December 23, 2021. In the event you require additional information or have additional questions, please do not hesitate to contact the undersigned.
Very truly yours,
/s/ Jacob Heskett
Jacob Heskett
