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Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
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Filed pursuant to Rule 424(b)(3)
Registration No. 333 - 210675
PROSPECTUS SUPPLEMENT NO. 1
8,551,875 Shares of Common Stock
GOLD LAKES CORP.
This Prospectus Supplement No. 1 supplements and amends our Prospectus dated April 7, 2017. This Prospectus Supplement No. 1 includes our attached quarterly report on Form 10-Q for the quarter ended April 30, 2017, as filed with the Securities Exchange Commission on June 16, 2017.
The Prospectus and this Prospectus Supplement No. 1 relate to the registration and resale of up to 8,551,875 shares of our common stock, par value $0.001 per share, by the selling security holders (the “Selling Security Holders”), of which up to: (a) 4,012,500 shares of common stock are issuable upon the conversion of the principal amount of the Senior Convertible Note, dated March 14, 2016, issued to Himmil Investments Ltd. in the principal amount of $535,000 (the “Initial Convertible Note”), (b) 321,000 shares of common stock are issuable upon the conversion of interest accrued under the Initial Convertible Note, (c) 1,565,625 shares of common stock are issuable upon the exercise of the Warrant to Purchase Common Stock, dated March 14, 2016, issued to Himmil Investments Ltd. (the “Warrant”), (d) 2,250,000 shares of common stock are issuable upon the conversion of the principal amount of the additional convertible note to be issued by the Company to Himmil Investments Ltd. in the principal amount of $300,000 (the “Additional Convertible Note”), (e) 180,000 shares of common stock are issuable upon the conversion of interest accrued under the Additional Convertible Note to be issued to Himmil Investments Ltd., (f) 206,250 shares of common stock are issuable upon the conversion of the principal amount of the Convertible Note dated February 25, 2016, issued to Vista Capital Investments, LLC in the principal amount of $27,500 (the “Vista Note”), and (g) 16,500 shares of common stock are issuable upon the conversion of interest accrued under the Vista Note.
So long as our common stock is traded on the OTC Pink marketplace, the Selling Security Holders may offer all or part of the shares for resale from time to time at a fixed price of $0.002 per share. Once our common stock is traded on the OTCQB or OTCQX marketplace, the Selling Security Holders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. We provide more information about how the Selling Security Holders may sell their shares of common stock in the section titled “Plan of Distribution” in the Prospectus. We will not receive any of the proceeds from the sale of shares by the Selling Security Holders. We may receive gross proceeds of up to $521,875 if all of the warrants set forth above are exercised for cash. The proceeds will be used for working capital or general corporate purposes. We will bear all costs associated with this registration. No underwriter or person has been engaged to facilitate the sale of shares of our common stock in this offering.
This Prospectus No. 1 should be read in conjunction with the Prospectus. Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that the information in this Prospectus No. 1 modifies or supersedes such statement. Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement No. 1.
Our common stock is quoted on the OTC Pink marketplace, operated by OTC Market Group, Inc., under the stock symbol “GLLK.” On June 19, 2017, the closing price of our common stock was $0.0001 per share.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 10 to read about factors you should consider before investing in shares of our common stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS OR PROSPECTUS SUPPLEMENT NO. 1 IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is: June 20, 2017.
