United States securities and exchange commission logo
December 23, 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 December
15, 2021
File No. 000-56316
Dear Mr. Petersen:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment 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
comment applies 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
this comment, we may have additional comments.
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.
G. Reed Petersen
FirstName LastNameG. Reed Petersen
Victoria Lake, Inc.
Comapany23,
December NameVictoria
2021 Lake, Inc.
December
Page 2 23, 2021 Page 2
FirstName LastName
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