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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   FORM 10-QSB/A

                                Amendment Number 2


[X]   Quarterly Report pursuant to Section 13 or 15(d) of the Securities

      Exchange Act of 1934


      For the quarterly period ended    September 30, 2004

                                     ------------------


[ ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange

      Act of 1934


      For the transition period                  to

                               ------------------   --------------------


      Commission File Number           000-501191

                            -----------------


                          LAKEFIELD VENTURES, INC.

   ------------------------------------------------------------------------

       (Exact name of small Business Issuer as specified in its charter)


          Nevada                                     98-0201189

- ---------------------------------           -----------------------------

(State or other jurisdiction of           (IRS Employer Identification No.)

 incorporation or organization)


104-1015 Columbia Street, Suite 811

New Westminster, British Columbia                               V3M 6V3

- ----------------------------------------      -----------------------------

(Address of principal executive offices)           (Postal or Zip Code)



Issuer's telephone number, including area code: 604-351-3351

                                                ---------------------------

                                      None

    -----------------------------------------------------------------------

     (Former name, former address and former fiscal year, if changed since

                                 last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section

13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12

months (or for such  shorter  period  that the issuer was  required to file such

reports),  and (2) has been subject to such filing  requirements for the past 90

days [X] Yes [ ] No


State the number of shares outstanding of each of the issuer's classes of common

stock, as of the latest  practicable date:  3,550,000 shares of $0.001 par value common stock outstanding as of a September 30, 2004.

LAKEFIELD VENTURES, INC.

(An Exploration Stage Company)


CONDENSED FINANCIAL STATEMENTS


September 30, 2004


(Unaudited)




CONTENTS





 

Page

  

Condensed Balance Sheet

2

  

Condensed Statements of Operations

3

  

Condensed Statements of Cash Flows

4

  

 Notes to the Condensed Financial Statements

    5-7


























LAKEFIELD VENTURES, INC.

    

                                                (An Exploration Stage Company)

       
            

 CONDENSED BALANCE SHEETS

 
         

September 30,

 

March 31,

         

2004

 

2004

         

(Unaudited)

  

ASSETS

            
            

CURRENT ASSETS:

        
 

Cash

      

 $          2,400

 

 $        12,465

            
  

TOTAL CURRENT ASSETS

    

             2,400

 

           12,465

            

OTHER ASSETS, NET

     

                500

 

                900

            
  

TOTAL ASSETS

     

 $          2,900

 

 $        13,365

            
            

LIABILITIES AND SHAREHOLDERS' EQUITY

            
            

CURRENT LIABILITIES

     

 $               -   

 

 $               -   

            
  

TOTAL CURRENT LIABILITIES

    

                  -   

 

                  -   

            

SHAREHOLDERS' EQUITY

       
 

Preferred stock, $.001par value, 10,000,000 shares authorized,

    
  

no shares issued and outstanding

    

                  -   

 

                  -   

 

Common stock, $.001 par value 50,000,000 shares authorized

    
  

3,550,000 shares issued and outstanding

  

             3,550

 

             3,550

 

Additional paid-in capital

    

           38,450

 

           38,450

 

Deficit accumulated during the exploration stage

  

         (39,100)

 

         (28,635)

            
  

TOTAL SHAREHOLDERS' EQUITY

  

             2,900

 

           13,365

            
  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

 $          2,900

 

 $        13,365

            
            
            






 
 
          
 
          
 
          
         

For the Period

         

from February 6,

 

Three Months Ended September 30,

 

Six Months Ended September 30,

 

2002 (inception)

 

2004

 

2003

 

2004

 

2003

 

to September 30, 2004

          
 

 $                  -   

 

 $                  -   

 

                     -   

 

                    -   

 

 $                          -   

     

                     -   

 

                    -   

  
 

                     -   

 

                     -   

 

                     -   

 

                    -   

 

                             -   

          
 

                     -   

 

                     -   

 

                     -   

 

                    -   

 

                             -   

          
          
 

               2,219

 

                     -   

 

             10,465

 

                    -   

 

                     39,100

          
 

               2,219

 

                     -   

 

             10,465

 

                    -   

 

                     39,100

          
          
 

              (2,219)

 

                     -   

 

            (10,465)

 

                    -   

 

                    (39,100)

          
 

                     -   

 

                     -   

 

                     -   

 

                    -   

 

                             -   

          
 

 $           (2,219)

 

 $                  -   

 

 $         (10,465)

 

 $                 -   

 

 $                 (39,100)

          
          
 

 $           (0.002)

 

 $                  -   

 

 $             (0.00)

 

 $                 -   

 

 $                   (0.011)

          
 

        3,550,000

 

        3,131,978

 

        3,328,247

 

        3,131,978

 

                3,147,457

          




LAKEFIELD VENTURES, INC.

(An Exploration Stage Company)

             

 CONDENSED STATEMENTS OF CASH FLOWS

             

(Unaudited)

             
             
             
         

Six Months Ended September 30,

 
         

2004

 

2003

 

CASH FLOW FROM OPERATING ACTIVITIES:

      
 

Net loss

      

 $                (10,465)

 

 $                      -   

 
 

Adjustments to reconcile net loss to

       
 

cash flows from operating activities

        
  

Amortization

     

                         400

 

                      400

 
             

NET CASH USED IN OPERATING ACTIVITIES

  

                   (10,065)

 

                      400

 
             

CASH FLOW FROM INVESTING ACTIVITIES

      
 

Payment to consummate option agreement

  

                            -   

 

                         -   

 

NET CASH USED IN INVESTING ACTIVITIES

  

                            -   

 

                         -   

 
             

CASH FLOW FROM FINANCING ACTIVITIES:

      
 

Net proceeds from the issuance of common stock

  

                            -   

 

                         -   

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

                            -   

 

                         -   

 
             

Increase in Cash and Cash Equivalents

   

                   (10,065)

 

                      400

 
             

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

                    12,465

 

                         -   

 
             

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

 $                   2,400

 

 $                   400

 
             

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    
 

Cash paid for interest

     

 $                         -   

 

 $                      -   

 
 

Cash paid for income taxes

    

 $                         -   

 

 $                      -   

 
             



LAKEFIELD VENTURES, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


(An Exploration Stage Company)


For the Six Months Ended September, 30 2004 and 2003  



NOTE 1 - NATURE OF OPERATIONS


Organization - The Company was incorporated in Nevada on February 6, 2002.  The Company changed its fiscal year-end from September 30th to March 31st.

 

Exploration Stage Activities - The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties.  Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES


Interim Financial Statements - The accompanying interim unaudited financial information has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2004 and the related operating results and cash flows for the interim period presented have been made.  The results of operations of such interim period are not necessarily indicative of the results of the full year.


Mineral Property Option Payments and Exploration Costs - The Company expenses all costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves.   To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all costs are being expensed.


Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and  accepted accounting principles requires management to make estimates and  assumptions  that  affect the reported  amounts  of  assets  and liabilities,  and disclosure of contingent assets and liabilities  at the  date  of the financial statements, and the reported  amounts  of revenues and expenses for the reporting period.  Actual results could differ from these estimates.

  

Basic and Diluted Loss Per Share - In accordance  with SFAS No. 128 - "Earnings Per Share",  the  basic loss  per common share is computed by dividing net loss available  to common  stockholders by the weighted average number of common  shares outstanding.   Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued  and if the  additional common shares were dilutive.  At September 30, 2002, the Company has no common stock equivalents that were anti-dilutive and excluded in the earnings per share computation.


NOTE 3 – INCOME TAXES


The Company provides for income taxes in accordance with SFAS No. 109 using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of temporary differences of revenue and expense items for financial statement and income tax purposes.


Since its formation the Company has incurred net operating losses. As of September 30, 2004 the Company had a net operating loss carryforward available to offset future taxable income for federal and state income tax purposes.


SFAS No. 109 requires the Company to recognize income tax benefits for loss carryforwards that have not previously been recorded. The tax benefits recognized must be reduced by a valuation allowance if it is more likely than not that loss carryforwards will expire before the Company is able to realize their benefit, or that future deductibility is uncertain. For financial statement purposes, the deferred tax asset for loss carryforwards has been fully offset by a valuation allowance since it is uncertain whether any future benefit will be realized.


NOTE 4 - MINERAL PROPERTY INTEREST


The Company has entered into an option agreement, dated April 15, 2002 to acquire a 90% interest in a total of six mineral claims located in the Levy Township in Quebec, Canada. In  order  to  earn  its  interests, the Company  made  a  cash  payment totaling  $2,500  upon consummating the agreement. Under the terms of the agreement the Company is required to incur exploration expenditures totaling $150,000, of which $15,000 is required to be expended by December 31, 2004 and $135,000 is required to be expended by December 31, 2005. The properties are subject to 1% net smelter return royalty fees.


NOTE 5 – CONTINGENCY


Mineral Property - The Company's mineral property interests have been acquired pursuant to option agreements.  In order to retain its interest, the Company must satisfy the terms of the option agreements described in Note 4.



NOTE 6 – SUBSEQUENT EVENTS



On December 10, 2004 the Company issued a note payable in the amount of $25,000 to the President of the Company for the purpose of funding exploration activities.  The note bears no interest and is due and payable upon demand.


During December 2004, under the option agreement dated April 15, 2002, the Company incurred exploration expenditures totaling $15,000. These funds were expended in accordance with the requirements of the option agreement.


Item 2. Management's Discussion and Analysis or Plan of Operation


FORWARD LOOKING STATEMENTS


This quarterly report contains forward-looking statements that involve risks and

uncertainties.  We use words such as anticipate, believe, plan, expect, future,

intend and similar expressions to identify such forward-looking  statements. You

should not place too much  reliance on these forward-looking  statements.  Our

actual results are likely to differ  materially from those  anticipated in these

forward-looking  statements  for many  reasons,  including the risks faced by us

described in this Risk Factors section and elsewhere in this annual report.


Item 3.           Controls and Procedures


As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to

the filing date of this report,  the Company  carried out an  evaluation  of the

effectiveness of the design and operation of the Company's  disclosure  controls

and  procedures.  This evaluation was conducted by the sole director of the

Company, who also acts as the Company's President, the Chief Executive Officer,

and the Chief Financial Officer.


Based upon that evaluation, the Company concluded that the disclosure controls

and procedures are effective.  There have been no significant changes in the

Company's internal controls or in other factors, which could significantly

affect internal controls subsequent to the date the Company carried out its

evaluation.


Plan of Operation


Our plan of operations for the twelve months following the date of this annual

report is to complete initial exploration programs on the Kayla property. We anticipate that this program will cost $15,000 respectively.


In addition, we anticipate spending $10,000 on professional fees and $10,000

on other administrative expenses.


Total expenditures over the next 12 months are therefore expected to be

$35,000.  We will not be able to proceed with our exploration program, or

meet our administrative expense requirements, without additional financing.


We will not be able to complete the initial exploration program on our mineral

property without additional financing.  We currently do not have a specific

plan of how we will obtain such funding;  however, we anticipate that additional

funding  will be in the form of  equity  financing  from the sale of our common

stock. We may also seek to obtain short-term loans from our director, although

no such arrangement has been made. At this time, we cannot provide investors

with any assurance that we will be able to raise sufficient funding from the

sale of our common stock or through a loan from our directors to meet our

obligations over the next twelve months. We do not have any arrangements in

place for any future equity financing. .  Due to these factors, raise substantial doubt that the Company will be able to continue as a going concern. To the extent management’s plans are unsuccessful in circumventing the going concern uncertainty; the Company will cease all operations and no longer continue as a going concern.



Results Of Operations for Three-Month Period Ended September 30, 2004


We incurred operating expenses in the amount of $2,219  for the three-month

period ended September 30, 2004, as compared to $0 for the comparative  period in 2003.  At quarter end, we had cash on hand of $2,400.  Our liabilities at September 30, 2004 totaled $0.



PART II- OTHER INFORMATION


Item 1.  Legal Proceedings


The Company is not a party to any pending legal proceeding.  Management is not

aware of any threatened litigation, claims or assessments.


Item 2.  Changes in Securities


         None.


Item 3. Defaults Upon Senior Securities


         None.


Item 4. Submission of Matters to a Vote of Security Holders


         None.


Item 5. Other Information


         None.


Item 6. Exhibits and Report on Form 8-K


 31.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant

         to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant

         to Section 906 of the Sarbanes-Oxley Act of 2002

 32.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant

         to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant

         to Section 906 of the Sarbanes-Oxley Act of 2002


During the three-month period ended September 30, 2004, the Company did not file any current reports on Form 8-K.


SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused

this report to be signed on its behalf by the undersigned, thereunto duly

authorized.


                                             Lakefield Ventures Inc.


                                             /s/ Michael Iverson

                                             ---------------------------

                                             Michael Iverson

                                             President, Secretary, Treasurer

                                             and Director

                                            (Principal Accounting and Executive

                                             Officer)

                                             Dated: December 16, 2004