United States securities and exchange commission logo
October 8, 2021
G. Reed Petersen
President
Victoria Lake, Inc.
3625 Cove Point Dr.
Salt Lake City, Utah 84109
Re: Victoria Lake, Inc.
Amended
Registration Statement on Form 10-12G
Filed on September
24, 2021
File No. 000-56316
Dear Mr. Petersen:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amended Registration Statement on Form 10-12g filed September 24, 2021
Item 4. Security Ownership of Certain Beneficial Owners and Management,
page 21
1. We partially reissue
comment 1. Please provide the information required by Item 403 of
Regulation S-K for
common stock. The disclosure in this section currently only provides
the disclosure
regarding preferred stock. The risk factor on page 8 states your two
principal shareholders
hold 32% of the common stock outstanding.
Item 5. Directors and Executive Officers, page 23
2. We partially reissue
comment 2. For each prior blank check company, please disclose the
nature and dollar
amount of any consideration received, the amount of any retained equity
interest.
G. Reed Petersen
FirstName LastNameG. Reed Petersen
Victoria Lake, Inc.
Comapany
October NameVictoria Lake, Inc.
8, 2021
October
Page 2 8, 2021 Page 2
FirstName LastName
Item 10. Recent Sales of Unregistered Securities, page 26
3. We reissue comment 4. Please revise to provide the disclosure required
by Item 701 of
Regulation S-K for the issuance of securities in the domiciliary
merger and the holding
company parent/subsidiary formation, as referenced in footnote 1 to
the financial
statements, including the facts supporting your reliance upon the
exemption relied upon.
In addition, we note that the series L preferred stock was issued to
Mr. Peterson, but then
the cancellation references Messrs. Peterson and Holmes. In addition,
we note that the
disclosure in this section referred to Mr. Peterson's voting control
as 92%, which differs
from the beneficial ownership disclosure. Please clarify the
transaction(s) by which such
control was reduced.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Janice Adeloye at 202-551-3034 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Jacob Heskett