- Quarterly Report (10-Q)

 

 

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

Commission file number 000-53291

LAKE VICTORIA MINING COMPANY, INC.

(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

6805 Sundance Trail
Riverside, California 92506
(Address of principal executive offices, including zip code.)

[phone]
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x      NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-accelerated Filer	¨	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES ¨      NO x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,003,000 as of November 12, 2008.

 

 

 

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PART I – FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

LAKE VICTORIA MINING, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
		September 30,				March 31
		2008				2008
		(UNAUDITED)
ASSETS
Current assets
Cash	$	35,230			$	101,925
Advances and Accounts receivable		110,000				-
Total Current Assets		145,230				101,925
PROPERTY AND EQUIPMENT, NET		-				-
TOTAL ASSETS	$	145,230			$	101,925
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	7,150			$	2,580
Accrued expenses		-				1,290
Advances payable - related party		53,500				53,920
Other Payables		-				79
Total Current Liabilities		60,650				57,869
COMMITMENTS AND CONTINGENCIES		-				-
STOCKHOLDERS' DEFICIT
Preferred stock, $0.00001 par value: 100,000,000		-				-
authorized, no shares outstanding
Common stock, $0.00001 par value;
100,000,000 shares authorized, (17,503,000 and 5,003,000)
shares issued and outstanding, respectively		175				50
Additional paid-in capital		350,165				100,290
Subscription receivable		(35	)			(35	)
Accumulated deficit during exploration stage		(265,725	)			(56,249	)
Total stockholders' Deficit		84,580				44,056
TOTAL LIABILITIES AND
STOCKHOLDERS DEFICIT	$	145,230			$	101,925

The accompanying condensed notes are an integral part of these interim financial statements
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LAKE VICTORIA MINING, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
		For the Three				For the Three				For the Six				For the Six				Period from
		Month Period				Month Period				Month Period				Month Period				March 14, 2007
		Ended				Ended				Ended				Ended				(Inception) to
	September 30, 2008				September 30, 2007				September 30, 2008				September 30, 2007				September 30, 2008
REVENUE	$	-			$				$	-			$	-			$	-
OPERATING EXPENSES
General and administrative expenses		42,595				4,010				61,581				12,705				117,937
Mineral Exploration		148,340				-				148,340				-				148,340
Total operating expense		190,935				4,010				209,921				12,705				266,277
LOSS FROM OPERATIONS		(190,935	)			(4,010	)			(209,921	)			(12,705	)			(266,277	)
OTHER INCOME(EXPENSES)
Interest income		400				2				445				2				552
Total other income		400				2				445				2				552
LOSS BEFORE TAXES		(190,535	)			(4,008	)			(209,476	)			(12,703	)			(265,725	)
INCOME TAX EXPENSE		-				-				-				-				-
NET LOSS	$	(190,535	)		$	(4,008	)		$	(209,476	)		$	(12,703	)		$	(265,725	)
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	nil			$	nil			$	nil			$	nil			$	(0.03	)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED		17,503,000				4,036,467				13,588,165				4,018,333				7,720,829

 

 

 

 

 

 

The accompanying condensed notes are an integral part of these interim financial statements
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LAKE VICTORIA MINING, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
		For the Six				For the Six				Period from
		Month Period				Month Period				March 14, 2007
		Ended				Ended				(Inception) to
		September 30, 2008				September 30, 2007				September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(209,476	)		$	(12,703	)		$	(265,725	)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Increase in Advance and Accounts receivable		(110,000	)							(110,000	)
Increase in Accounts payable		4,570				-				7,150
Increase in accrued expenses		(1,290	)			(6,633	)			-
Increase in other payables		(79	)			-				-
Net cash used by operating activities		(316,275	)			(19,336	)			(368,575	)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:		-				-				-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from issuance of stock		250,000				9,500				350,305
Related party payable proceeds		(420	)			33,500				53,500
Net cash provided by financing activities		249,580				43,000				403,805
Net increase in cash and cash equivalents		(66,695	)			23,664				35,230
Cash at beginning of period		101,925				300				-
Cash at end of period	$	35,230			$	23,964			$	35,230
SUPPLEMENTAL CASH DISCLOSURES:
Income taxes paid	$	-			$	-			$	-
Interest paid	$	-			$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for subscription receivable	$	(35	)		$	(67,335	)		$	(35	)

 

 

 

 

The accompanying condensed notes are an integral part of these interim financial statements
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LAKE VICTORIA MINING, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
(UNAUDITED)
										Accumulated			Total
	Common Stock		Additional		Subscription			Deficit During			Stockholders'
	Shares		Amount		Paid-in Capital		Receivable			Exploration Stages			Deficit
Balance, at March 14, 2007 (Inception)	-	$	-		-	$	-		$	-		$	-
Common stock issued for cash
$0.00001 per share	4,000,000		40				(35	)		-			5
Net loss for period ended
March 31, 2007										(29,725	)		(29,720	)
Balance, at March 31, 2007	4,000,000	$	40	$	-	$	(35	)	$	(29,725	)	$	(29,720	)
Common stock issued for cash													-
at $0.1 per share	1,003,000		10		100,290		-			-			100,300
Net loss for period ended
March 31, 2008	-		-		-		-			(26,524	)		(26,524	)
Balance, at March 31, 2008	5,003,000	$	50	$	100,290	$	(35	)	$	(56,249	)	$	44,056
Common stock issued for cash
at $0.02 per share	12,500,000		125		249,875		-			-			250,000
Net loss for period ended
June 30, 2008	-		-		-		-			(18,941	)		(18,941	)
Balance, at June 30, 2008	17,503,000	$	175	$	350,165	$	(35	)	$	(75,190	)	$	275,115
Net loss for period ended
September 30, 2008	-		-		-		-			(190,535	)		(190,535	)
Balance, at September 30, 2008	17,503,000	$	175	$	350,165	$	(35	)	$	(265,725	)	$	84,580

 

 

 

 

 

 

The accompanying condensed notes are an integral part of these interim financial statements
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LAKE VICTORIA MINING, INC.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS

Lake Victoria Mining Company, Inc. (hereinafter “the Company”) was incorporated March 14, 2007 under the laws of the State of Nevada.

The principal business of the Company is to search for mineral deposits or reserves. The Company is an exploration stage corporation is currently conducting exploration activities on a gold property located in Tanzania. This property consists of one mining license for an area of approximately 70.72 square kilometers which is not in either the development or production stage. The Company is no longer a shell company. The company is exploring our property by conducting an extensive program of mapping geology, sampling soils and rocks and having the samples assayed for gold, and by conducting a detailed magnetic survey to identify faults and other geologic structures that might be helping to control the location of important gold values. In addition to these exploration activities, the Company is looking at acquiring additional property, and on November 10 ^th , 2008, the Company entered into a non-binding letter of intent to acquire two additional mineral licenses contiguous with the existing Kalemela license PL2747/2004.

The Company’s administrative office is located in Golden, Colorado. The Company’s year-end is March 31.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2008, included in the Company’s Form 10 K filing. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the three month period ended September 30, 2008 are not necessarily indicative of the results that may be expected for the full year.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from the estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.

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LAKE VICTORIA MINING, INC.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of Lake Victoria Mining Company, Inc. are presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.

These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term debt with original maturities of three months or less to be equivalent.

Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

At September 30, 2008, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

 

 

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LAKE VICTORIA MINING, INC.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

Earnings Per Share
The Company has adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted losses per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

Exploration Stage
The Company has been in an exploration stage since its formation and has not realized any revenues from operations. It is primarily engaged in searching for mineral deposits or reserves which are not in either the development or production stage.

Fair Value of Financial Instruments
The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2008.

Income Taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No.109”). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Going Concern
As shown in the accompanying financial statements, the Company had an accumulated deficit of $265,725 incurred through September 30, 2008. The Company has no revenues, limited cash and losses from operations. Management intends to seek additional capital from new equity securities offerings that will

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LAKE VICTORIA MINING, INC.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

provide funds needed begin the exploration for gold. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company anticipates that it will need $100,000 to continue in existence for the following twelve months. The Company expects to be able to control its cash outflows based upon funds received.

Mineral Properties
Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

Mineral properties are periodically assessed for impairment of value and any diminution in value.

On May 25, 2007, license 2747/2004 was granted by the Ministry of Energy and Minerals to Uyowa Gold Mining and Exploration Company Limited for the period of seven years with the intention of conducting exploration.

The license is owned 100% by Uyowa Gold Mining and Exploration Company Limited and with the present agreement (see Note 3) the license will be optioned 80% interest to Lake Victoria Mining Company, Inc. No royalties or other encumbrances exist with respect to this property.

NOTE 3 - MINERAL PROPERTY PURCHASE/OPTION AGREEMENT

On April 1, 2007, the Company signed mineral property purchase/option agreement to acquire a license to explore the property from Uyowa Gold Mining and Exploration Company Limited, Dar es Salaam, Tanzania. The Company acquires a 100% interest in the property by contracting its own geologist, making a $20,000 (Initial Payment Date) within a maximum of 100 days of the Initial Signing Date and issuing 10% of Company's share capital on the Initial Payment Date.

On June 3, 2008, Lake Victoria Mining Company, Inc. agreed to a fourth amendment to the Mineral Property Purchase/Option Agreement dated April 1, 2007 between Lake Victoria Mining Company and Uyowa Gold Mining and Exploration Limited.

 

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LAKE VICTORIA MINING, INC.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

The parties have mutually agreed to a Fourth Amendment Agreement that in summary contains the following material changes:

	1.	The number of days or the date for the cash and shares payment (Initial Payment Date) has been amended and must occur no later than August 31, 2008.
	2.	The payment amount has been increased from $20,000 USD to $75,000 USD.
	3.	The option to acquire a 100% interest in and to the property has been amended to an option to acquire an 80% interest in and to the property.
	4.	Schedule C "Production and Pre Production Agreement" has be amended to a new Schedule C "Exploration Commitments" and commits Lake Victoria to perform a total of $1,600,000 in exploration work over a forty-eight month period from the "Initial Payment Date".

On July 14, 2008, the Company made cash payment of $75,000 to acquire 80% interest of Kalemela licenses PL2747/2004. By the end of September 2008, the Company has not issued 10% of Company’s share capital (1,750,300 shares) to Uyowa Gold Mining and Exploration Limited.

On July 23, 2008, the Company signed an exploration services agreement with Geo Can Resources Company Limited, Tanzania, to provide the initial exploration program on Kalemela license. According to the agreement, the Company shall Geo Can security deposit of US$60,000. Upon receipt of the Company’s payment of the final invoice, the $60,000 deposit will be returned. On August 1, 2008, the Company paid deposit of $60,000 to Geo Can Resources Company Ltd.

NOTE 4 – CAPITAL STOCK

Preferred Stock
The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001. As of June 30, 2008, the Company has not issued any preferred stock.

Common Stock
The Company is authorized to issue 100,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

On May 28, 2008, the company completed a non-brokered Regulation S private placement of 12,500,000 shares of the company’s restricted common stock at $0.02 per share for cash of $250,000.

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LAKE VICTORIA MINING, INC.

CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

NOTE 5 – RELATED PARTY TRANSACTIONS

As of September 30, 2008 the Company’s shareholder Kilimanjaro Mining Company Inc. loaned the Company in the total amount of $53,500. This loan is non-collateralized and due on demand.

NOTE 6 – SUBSEQUENT EVENTS

On November 10, 2008 the Company entered into a non-binding letter-of-intent to acquire two additional mineral leases contiguous with the existing Kalemela license PL2747/2004.

 

 

 

 

 

 

 

 

 

 

 

 

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ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

      This section of our quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

      Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenditures. This is because we have not generated any revenues. Accordingly, cash must be raised from other sources. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. We believe the money we raised in the public offering will last twelve months.

      We have conducted research in the form of mineral exploration of our property. Our exploration program is explained in as much detail as possible in the business section of this report.

Results of Operations

      As of the date of this report, we have started exploration, but have not discovered mineralized material and therefore we have not generated any revenue. Accordingly, we are no longer a “shell company.” We explored our property by conducting an extensive program of mapping geology, sampling soils and rocks and having the samples assayed for gold, and by conducting a detailed magnetic survey to identify faults and other geologic structures that might be helping to control the location of important gold values. In addition to these exploration activities, we are looking at acquiring additional property, and on November 10, 2008 we entered into a non-binding letter of intent to acquire two additional mineral licenses contiguous with the existing Kalemela license PL2747/2004. In the third quarter, the cost of exploration activities was $148,340. Exploration activity is no ongoing.

Plan of Operation

      Our exploration target is to find an economic mineral body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant if the property contains resources and/or reserves. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment.

      In addition, we may not have enough money to complete our exploration of the property. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from another public offering, a private placement or loans. At the present time, we are attempting to raise additional money through private placements, but there is no assurance that we will be able to raise additional money in the future. In we need additional money and can’t raise it, we will have to suspend or cease operations.

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      We must continue to conduct exploration to determine what amount of gold minerals, if any, exist on our property and if any minerals which are found can be economically extracted and profitably processed.

      The property is undeveloped raw land. We have started exploration and surveying on the property. To our knowledge, the property has never been mined. The first event that occurred is the acquisition of the prospecting license of the property from Uyowa Gold Mining and Exploration Company Limited, P.O. Box 3167, Dar es Salaam, Tanzania followed by a physical examination of the property by Mr. Newell, a geologist and president and a director. The license was recorded in our name. Following the initial examination, additional geologic mapping, soil and rock sampling and ground magnetic surveys have been conducted.

      We are searching for mineralized material. Mineralized material is a mineral body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. Before mineral retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can’t predict what that will be until we find mineralized material.

      We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that whatever is located under adjoining property may or may not be located under our property.

      We have an exploration license. We do not have a license to mine any minerals or reserves whatsoever at this time on any part of the property. Once exploration has advanced to a point where mining on the property is feasible, we plan to apply for a mining license.

      We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves and through the use of consultants. We have no plans to interest other companies in the property if we do not find mineralized material.

      If we are unable to complete any phase of exploration because we don’t have enough money, we will cease operations until we raise more money. If we can’t or don’t raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans for future activities.

      All of the work on the property is conducted by contractors that we have hired. The contractors are responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and evaluation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Limited Operating History; Need for Additional Capital

      There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject

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to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases for services.

Liquidity and Capital Resources

      In March 2007, 3,000,000 shares of common stock were issued to Kilimanjaro Mining Company, Inc., a corporation owned and controlled by Heidi Kalenuik. Further, in March 2007, 500,000 shares of common stock were issued to David Gamache, one officer and director and 500,000 shares of common stock were issued to George Lennox, one of officer and director. The 4,000,000 shares are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Rule 144 provides that a person may not sell more than 1% of the total outstanding shares in any three month period and the sales must be sold either in a brokers’ transaction or in a transaction directly with a market maker.

      On October 17, 2007, the Company completed our public offering selling 1,003,000 shares of common stock at a price of $0.10 per share for cash of $100,300. These proceeds will be applied to the items set forth in the Use of Proceeds section of the public offering. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.

      On May 28, 2008, the company completed a non-brokered Regulation S private placement of 12,500,000 shares of the company’s restricted common stock at $0.02 per share for cash of $250,000.

      As of June 30, 2008, we have issued 17,503,000 shares of common stock for cash of $350,340 and a subscription receivable of $35.

     As of September 30, 2008, our total assets were $145,230, and our total liabilities were $60,650.

Directors, Executive Officers and Control Persons

      On June 26, 2008, Mr. Roger Newell was appointed to the Board of Directors and also President and CEO; and on June 28, 2008, Ms. Heidi Kalenuik and Mr. Ahmed Magoma were appointed to the Board of Directors. Ms. Kalenuik was appointed Secretary and Treasurer. On October 31 ^st , 2008 Ms. Michele Ashby was elected to the Board of Directors. Officers are elected by the board of directors to a term of one (1) year and serve either until their successor is duly elected and qualified, or until they resign or are removed from office. The board of directors has no nominating, auditing or compensation committees.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

 

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ITEM 4.     CONTROLS AND PROCEDURES.

      Evaluation of Disclosure Controls and Procedures - We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

      Changes in Internal Controls Over Financial Reporting - We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

PART II. OTHER INFORMATION

ITEM 1A.  RISK FACTORS

      We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6.     EXHIBITS.

     The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act
	of 2002.
31.2	Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley
	Act of 2002.
32.1	Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of
	2002.
32.2	Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of
	2002.

 

 

 

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SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 13 ^th day of November, 2008.

LAKE VICTORIA MINING COMPANY, INC.

BY:   ROGER NEWELL
         Roger Newell
         President, Principal Executive Officer,
         Principal Financial Officer, Principal
         Accounting Officer and a member of the
         Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

 

Exhibit No.	Document Description
31.1	Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act
	of 2002.
31.2	Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley
	Act of 2002.
32.1	Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of
	2002.
32.2	Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of
	2002.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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