Quarterly Report (10-q)

Share Name	Share Symbol	Market	Type
Victoria Lake Inc (CE)	USOTC:LVCA	OTCMarkets	Common Stock

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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission File No. 000-53291

LAKE VICTORIA MINING COMPANY, INC.
(Exact name of registrant as specified in its charter)

Nevada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Suite 810 – 675 West Hastings Street, Vancouver, British Columbia, Canada V6B 1N2
(Address of principal executive offices) (zip code)

604.248.5750
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:
As of August 14, 2013, there were 114,554,067 shares of common stock, par value $0.00001, outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)

June 30, 2013

	Index

Consolidated Balance Sheets	F–2
Consolidated Statements of Comprehensive Income (Loss)	F–3
Consolidated Statements of Cash Flows	F–4
Notes to the Consolidated Financial Statements	F–5

F-1

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in US dollars)

	June 30,		March 31,
	2013		2013
	$		$
	(Unaudited)		(Audited)
ASSETS
Current Assets
Cash and cash equivalents	172,148		207,724
Prepaid expenses and other (Note 3(b))	49,806		51,647
Total Current Assets	221,954		259,371
Property and Equipment (Note 4)	81,348		89,188
Mineral Properties (Note 6)	501,400		591,400
Total Assets	804,702		939,959

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	577,933		623,190
Accounts payable to related party (Note 3(a))	236,760		144,374
Accrued expenses	306,980		308,554
Other payables (Note 5)	132,369		103,720
Notes payable	–		1,320
Total Liabilities	1,254,042		1,181,158

Nature of Operations and Going Concern (Note 1)
Commitments (Note 6 and 10)
Subsequent Event (Note 11)
Stockholders’ Deficit
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value; No shares issued and outstanding (Note 7)	–		–
Common Stock, 250,000,000 shares authorized, $0.00001 par value; 114,554,067 shares issued and outstanding (March 31, 2013 - 114,554,067) (Note 7)	1,146		1,146
Additional Paid-in Capital	17,528,554		17,528,554
Deficit Accumulated During the Exploration Stage	(17,979,040	)	(17,770,899	)
Total Stockholders’ Deficit	(449,340	)	(241,199	)
Total Liabilities and Stockholders’ Deficit	804,702		939,959

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-2

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Comprehensive Income (Loss)
(Expressed in US dollars)
(Unaudited)

					Accumulated From
					December 11, 2006
	Three Months Ended				(Date of Inception)
	June 30,				June 30,
	2013		2012		2013
	$		$		$

Revenue	–		–		–

Expenses
Depreciation	9,549		10,183		124,252
Exploration costs (Notes 3 and 6)	42,888		517,021		5,400,160
General and administrative	47,319		90,246		2,636,136
Impairment of mineral property acquisition costs (Note 6)	90,000		8,550		11,690,053
Management and director fees	9,000		9,000		601,017
Professional and consulting fees	61,032		91,161		3,912,933
Salaries	118,513		136,672		1,334,955
Stock-based compensation (Note 8)	–		362,336		2,170,150
Travel and accommodation	12,175		13,326		466,861

Total Operating Expenses	390,476		1,238,495		28,336,517

Operating Loss	(390,476	)	(1,238,495	)	(28,336,517	)

Other Income (Expenses)
Loss on sales of investments	–		–		(752,489	)
Foreign exchange loss	7,355		(5,821	)	(158,072	)
Interest income	–		3		11,329
Interest expense	(20	)	–		(2,317	)
Loss on debt settlement	–		–		(63,752	)
Other income	–		–		15,900
Proceeds from sale of royalty interests (Note 6(a))	175,000		–		1,100,000
Income from options granted on mineral properties	–		–		1,487,423

Total Other Income (Expenses)	182,335		(5,818	)	1,638,022
Net Loss and Comprehensive Loss	(208,141	)	(1,244,313	)	(26,698,495	)
Net Loss and Comprehensive Loss Attributable to Non- Controlling Interest	–		–		8,719,455
Net Loss and Comprehensive Loss Attributable to the Company	(208,141	)	(1,244,313	)	(17,979,040	)

Net Income (Loss) Per Share – Basic and Diluted	(0.00	)	(0.01	)
Weighted Average Shares Outstanding	114,554,067		109,102,107

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-3

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)

								Accumulated From
								December 11, 2006
		Three Months Ended						(Date of Inception) to
		June 30,						June 30,
		2013			2012			2013
	$			$			$
Operating Activities
Net Loss		(208,141	)		(1,244,313	)		(17,979,040	)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation		9,549			10,183			124,252
Directors' compensation share payments		–			–			35,000
Impairment of mineral property acquisition cost		90,000			8,550			11,690,053
Loss on debt settlement		–			–			63,752
Loss on sales of investments		–			–			752,489
Loss in subsidiary attributed to non-controlling interest		–			–			(8,719,455	)
Restructuring charges		–			–			(110,019	)
Share payment for consulting services		–			–			2,746,501
Share payments received for options granted on mineral properties		–			–			(990,000	)
Cash received from options granted on mineral properties		–			–			(497,423	)
Stock-based compensation		–			362,336			2,170,150
Changes in operating assets and liabilities:
Decrease (Increase) in prepaid expenses and other		273			(16,231	)		(4,286	)
Decrease (Increase) in amounts receivable		1,568			–			(45,520	)
Increase (Decrease) in amounts due to/from related parties		92,386			23,755			236,760
Increase (Decrease) in accounts payable		(45,257	)		240,431			577,933
Increase (Decrease) in accrued expenses		(1,574	)		(45,274	)		306,980
Increase (Decrease) in other payables		28,649			38,119			132,369
Net Cash Used In Operating Activities		(32,547	)		(622,444	)		(9,509,504	)
Investing Activities
Acquisition of property, plant and equipment		(1,709	)		(331	)		(205,600	)
Cash payment for acquisition of mineral properties		–			–			(4,287,053	)
Cash received from options granted on mineral properties		–			–			497,423
Proceeds of subsidiary stock issuances		–			–			1,600,300
Purchase of investment		–			–			(5,000	)
Proceeds from sale of investments		–			–			242,511
Net Cash Used In Investing Activities		(1,709	)		(331	)		(2,157,419	)
Financing Activities
Proceeds from note payable		–			–			26,475
Repayment of note payable		(1,320	)		–			(26,475	)
Proceeds from issuance of stock, net		–			286,975			11,853,071
Payment for cancellation of stock		–			–			(14,000	)
Net Cash Provided By (Used In) Financing Activities		(1,320	)		286,975			11,839,071
Net (Decrease) Increase In Cash and Cash Equivalents		(35,576	)		(335,800	)		172,148
Cash and Cash Equivalents at Beginning of Period		207,724			523,405			–
Cash and Cash Equivalents at End of Period		172,148			187,605			172,148

Supplemental Cash Flow information (Note 9)

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-4

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(Unaudited)

1.	Nature of Operations and Going Concern

	Lake Victoria Mining Company, Inc. (the “Company”) was incorporated on December 11, 2006 under the laws of the State of Nevada. The Company’s administrative office is located in Vancouver, Canada. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has been in the exploration stage since inception and has not yet realized any revenues from its planned operations.

	The Company’s main area of interest is to search for mineral deposits or reserves which are not in either the development or production stage. The Company is primarily conducting exploration activities on gold and uranium properties located in Tanzania. The Company is planning to run a small-scale gold mine on mineral properties under the Company’s primary mining licenses.

	As of June 30, 2013, none of the Company’s mineral property interests had proven or probable reserves as determined under the requirements of SEC Industry Guide No. 7. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional debt or equity financing and/or attain profitable mining operations. As shown in the accompanying financial statements, the Company has a working capital deficit of $1,032,088 and an accumulated deficit of $17,979,040 incurred through June 30, 2013. The Company also has no revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to continue the exploration for gold and uranium. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders. 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 as a going concern.

2.	Summary of Significant Accounting Policies

	a)	Basis of Presentation

		These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kilimanjaro Mining Company, Inc. (“Kilimanjaro”), Lake Victoria Resources Company, (T) Ltd., Jin 179 Company Tanzania Ltd. and Chrysos 197 Company Tanzania Ltd. Significant intercompany accounts and transactions have been eliminated. The Company’s fiscal year-end is March 31.

		These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended March 31, 2013, included in the Company’s Annual Report on Form 10-K filed June 28, 2013 with the SEC.

		The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at June 30, 2013, and the results of its operations and cash flows for the three months ended June 30, 2013 and 2012. The results of operations for the period ended June 30, 2013 are not necessarily indicative of the results to be expected for future quarters or the full year.

	b)	Use of Estimates

		The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, asset retirement obligations, stock-based compensation, financial instrument valuations and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-5

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

2.	Summary of Significant Accounting Policies (continued)

	c)	Business Combinations

		The Company follows the guidance in ASC 805, Business Combinations, and ASC 810, Consolidation. The net loss attributable to non-controlling interest recognized during the period from December 11, 2006 (date of inception) to June 30, 2013 was previously the minority interest held by certain passive shareholders at the consolidated financial statement level of Kilimanjaro, and whose interests were eliminated for accounting purposes by the August 7, 2009 share exchange agreement. The Company, after August 7, 2009, had no further non-controlling interests. As of June 30, 2013, a cumulative loss of $8,719,455 had been attributed to the non-controlling interest of the Company’s controlled subsidiary.

	d)	Basic and Diluted Net Income (Loss) Per Share

		The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of June 30, 2013, the Company had 36,169,734 potentially dilutive securities outstanding.

	e)	Cash and Cash Equivalents

		The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance or may be redeemed without significant penalties to be cash equivalents.

		As of June 30, 2013 and March 31, 2013, the Company has approximately $2,200 and $2,500, respectively, deposited at FDIC insured banks in the United States. FDIC deposit insurance covers the balance of each depositor’s account up to $250,000 per insured bank.

		As of June 30, 2013 and March 31, 2013, the Company has approximately $140,000 and $180,000, respectively, deposited at CDIC insured banks in Canada. CDIC deposit insurance covers the balance of each depositor’s account up to $100,000 per insured bank. These deposits include $6,555 (CAD$ 6,900) and $6,778 (CAD$ 6,900), respectively, of guaranteed investment certificates bearing variable interest at prime rate less 2.05% which is restricted in use for corporation credit cards.

		As of June 30, 2013, the Company has Tanzania shillings of 2,100,000 (approximately $1,300) and $28,000 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $900 as of June 30, 2013) per customer per bank. Any amount beyond the basic insurance amount may expose the Company to a loss.

	f)	Property and Equipment

		Property and equipment consists of mining tools and equipment, furniture and equipment and computers and software which are depreciated on a straight line basis over their expected lives of five years.

	g)	Mineral Property Costs

		Under US GAAP mineral property acquisition costs are ordinarily capitalized when incurred using FASB ASC Topic 805-20-55-37, Whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC Topic 360-10-35-21, Accounting for Impairment or Disposal of Long- Lived Assets, whenever events or changes in circumstances indicate that the carrying costs may not be recoverable. The Company expenses as incurred all property maintenance and exploration costs.

		The Company also evaluates the carrying value of acquired mineral property rights in accordance with ASC Topic 930-360-35-1, Mining Assets: Impairment and Business Combinations, using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.

		When the Company has capitalized mineral property costs, these properties will be periodically assessed for impairment of value. Once a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method. The Company records its interests in mining properties and areas of geological interest at cost.

F-6

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

2.	Summary of Significant Accounting Principles (continued)

	h)	Long-Lived Assets

		In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

	i)	Asset Retirement Obligations

		The Company accounts for asset retirement obligations in accordance with the provisions of ASC 440, Asset Retirement and Environmental Obligations which requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The Company did not have any asset retirement obligations as of June 30, 2013.

	j)	Financial Instruments

		ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

		Level 1

		Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

		Level 2

		Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

		Level 3

		Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

		The Company’s financial instruments consist principally of cash and cash equivalents, advances and deposits, accounts payable, accounts payable to related party, other payables and notes payable.

		Pursuant to ASC 825, the fair value of cash and cash equivalents are determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of advances and deposits, accounts payable, accounts payable to related party, other payables and notes payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

F-7

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

2.	Summary of Significant Accounting Policies (continued)

	j)	Financial Instruments (continued)

		Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of June 30, 2013 as follows:

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets

Other

Significant

For Identical

Observable

Unobservable

Balance

Instruments

Inputs

June 30,

(Level 1)

(Level 2)

(Level 3)

2013

Assets:

Cash and cash equivalents

172,148

–

172,148

	k)	Foreign Currency Translation

		The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

		To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Canadian dollars and the Tanzanian Schilling. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in Tanzanian Schilling. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

	l)	Segment Information

		At June 30, 2013, approximately $70,000 of property and equipment (March 31, 2013 - $78,000) is located in Tanzania and $11,000 (March 31, 2013 - $11,000) in Canada. Mineral properties totaling $501,400 (March 31, 2013 - $591,400) are located in Tanzania. Although Tanzania is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.

	m)	Comprehensive Loss

		ASC 220, Comprehensive Income, establishes standards for the reporting and display of other comprehensive loss and its components in the consolidated financial statements.

	n)	Income Taxes

		The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-8

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

2.	Summary of Significant Accounting Policies (continued)

	o)	Stock-Based Compensation

		The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

		ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviours. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

		All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

	p)	Recent Accounting Pronouncements

		The Company has evaluated all other recent accounting pronouncements and determined that they would not have a material impact on the Company’s financial statements or disclosures.

3.	Related Party Transactions and Balances

	a)	As at June 30, 2013, the Company owed $236,760 (March 31, 2013 - $144,374) to five directors and officers of the Company. During the three months ended June 30, 2013, the Company incurred $9,000 (2012 - $9,000) of directors fees to a director, $Nil (2012 - $10,500) of geologist consulting fees to a director, $40,844 (2012 - $92,214) of salary to four directors and officers.

	b)	As at June 30, 2013, the Company held $41,966 (March 31, 2013 -$41,966) in trust with a company sharing a common director, which has been included in advances and deposits.

4.	Property and Equipment

	Property and equipment consists of the following:

	As at June 30, 2013			As at March 31, 2013
		Accumulated	Net Book		Accumulated	Net Book
	Cost	Depreciation	Value	Cost	Depreciation	Value
	$	$	$	$	$	$
Mining tools and equipment	143,271	86,671	56,600	143,271	79,508	63,763
Motor vehicle	12,800	5,333	7,467	12,800	4,693	8,107
Furniture and equipment	12,127	6,800	5,327	12,127	6,194	5,933
Computer and software	37,402	25,448	11,954	35,693	24,308	11,385
	205,600	124,252	81,348	203,891	114,703	89,188

5.	Other Payables

	As of June 30, 2013 and March 31, 2013, the Company withheld tax deductions of $132,369 and $103,720, respectively, to conform to local tax laws.

F-9

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

6.	Mineral Property Acquisition and Exploration Costs

	All of the Company’s mineral property interests are located in Tanzania. Geo Can holds resource properties in trust for the Company. Most of the resource property interests are still formally registered to Geo Can to save on registration fees. When the annual filing for each property comes due then the formal registration of each property will be transferred to Kilimanjaro or as directed by Kilimanjaro.

	The following is a continuity of mineral property acquisition costs incurred during the three months ended June 30, 2013:

	Uyowa		Handeni	Buhemba	Total
	Project		Project	Project
	$		$	$	$
Balance, March 31, 2013	90,000		251,250	250,150	591,400
Impairment	(90,000	)	-	-	(90,000	)
Balance, June 30, 2013	-		251,250	250,150	501,400

The following is a continuity of accumulated mineral property exploration expenses:

							North			Other
	Kalemela	Geita	Kinyambwiga	Suguti	Singida	Uyowa	Mara	Handeni	Buhemba	Projects	Total
	$	$	$	$	$	$	$	$	$	$	$
Accumulated expenses, March 31, 2013	640,692	417,839	818,234	130,508	1,318,854	1,233,179	77,941	136,873	223,074	360,078	5,357,272
Exploration Expenditures:
Camp, Field Supplies and Travel	-	-	5,773	-	710	120	-	-	-	-	6,603
Drilling Cost	-	-	-	-	-	-	-	-	-	-	-
Geological Consulting and Wages	-	-	30,086	-	-	-	-	-	-	-	30,086
Geophysical and Geochemical	-	-	-	-	-	-	-	-	-	-	-
Parts and Equipment	-	-	6	-	-	-	-	-	-	-	6
Study and Report	-	-	4,878	-	-	-	-	-	-	-	4,878
Vehicle and Fuel expenses	-	-	1,315	-	-	-	-	-	-	-	1,315
	-	-	42,058	-	710	120	-	-	-	-	42,888
Accumulated expenses, June 30, 2013	640,692	417,839	860,292	130,508	1,319,564	1,233,299	77,941	136,873	223,074	360,078	5,400,160

F-10

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

6.	Mineral Property Acquisition and Exploration Costs (continued)

	a)	Musoma Bunda - Kinyambwiga Project

		The Musoma Bunda Gold Project comprises of three prospecting licenses that are located on the eastern side of Lake Victoria.

		Kinyambwiga project is part of the Musoma Bunda Gold Project. As a part of the Geo Can Agreement, the Company owns 100% interest of Kinyambwiga project’s one prospecting license and 24 primary mining licenses. The Kinyambwiga Gold Project is about 208 kilometers northeast of the city of Mwanza in northern Tanzania.

		A director of the Company entered into Mineral Purchase agreements on behalf of the Company with 24 Primary Mining Licenses (PMLs) which are part of the Kinyambwiga Project and which are recorded in his name and are to be transferred over to the Company at a future date.

		On August 3, 2012, the Company announced that it intends to offer up to 120 units of royalty at $25,000 per unit to raise up to $3,000,000 from participants by selling up to 60% of the net proceeds of gold production of the Company’s Kinyambwiga gold project through royalty purchase agreements. Each unit will entitle the holder to receive ½ of 1 percent (1/2%) of the net proceeds of production from small scale mining operations up to 60% of the net proceeds of gold production. As of June 30, 2013, the Company has received subscription payments of $1,100,000 for 44 units.

	b)	Singida Project

		On May 15, 2009, the Company signed a Mineral Financing Agreement with one director of the Company authorizing him, on behalf of the Company, to acquire Primary Mining Licenses (“PMLs”) in the Singida area. As of February 7, 2011, this director has entered into Mineral Properties Sales and Purchase agreements and addendums with various PML owners to acquire PMLs in the Singida area. As of June 30, 2013, the Company has 100% acquired 23 PMLs and 20 PMLs with net smelter production royalty payments. Under the terms of the mineral properties sales and purchase agreements the Company has completed option payments in the amount of $2,058,322.

		In May 2011, the Company entered into joint venture agreement and service agreement with Otterburn. The Company received option payment of $300,770 in cash and 1,100,000 common shares of Otterburn which were sold to unrelated parties at a price of CAD$0.10 per share. The Company received exploration cost reimbursements from Otterburn of $1,137,226. In July, 2011, Otterburn terminated the agreements.

		On February 8, 2013, the Company issued a notice of the final buyout payment of 20 PMLs to the Singida PMLs owners. The payment will be made in a form of a 2% Net Smelter Production royalty. The Company also agreed to increase the royalty by 1% to 3% if commercial production is delayed beyond March 2015.

	c)	Uyowa Project

		As a part of the Geo Can Agreement the Company owns 100% interest in the Uyowa project’s prospecting licenses. On July 19, 2011, Guardian Investment Ltd, a related party, on behalf of the Company, entered into a mineral properties option agreement to acquire four primary mining licenses within the northern most prospecting license of the seven comprising the Uyowa Gold project. Total consideration includes:

		1)	paying $20,000 within 7 days after execution date. The payment was made on July 21, 2011;
		2)	paying $20,000 on or before the earlier of location of a drilling rig on each PML in good working condition or January 16, 2012. The payment was made on September 6, 2011;
		3)	paying a total amount of $450,000, of which $25,000 due in July 2012 (paid), $25,000 due in 2013 January(paid), $360,000 due in 2013 July (Unpaid) and $40,000 due in 2014 January;
		4)	a royalty of 1% of net profit interest may be purchased at any time after completing $400,000 of payments by paying $250,000 per PML.

		The Company returned the licenses and the related capitalized acquisition costs of $90,000 were determined to be impaired as at June 30, 2013.

F-11

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

6.	Mineral Property Acquisition and Exploration Costs (continued)

	d)	Handeni Project

		On April 20, 2011, the Company signed a license purchase agreement to acquire one prospecting license. The total consideration was $113,250, of which $77,250 was paid on May 13, 2011 and $36,000 was paid on July 14, 2011. On June 14 and June 20, 2011 the Company paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.

	e)	Buhemba Project

		On April 20, 2011, the Company signed license purchase agreement to acquire one prospecting license. The total consideration was $112,150, of which $89,650 was paid on April 29, 2011 and $22,500 was paid on July 14, 2011. On June 14 and June 20, 2011 the Company paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.

7.	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, 2013, the Company has not issued any preferred stock.

	Common Stock

	The Company is authorized to issue 250,000,000 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.

8.	Stock Options and Warrants

	On October 7, 2010, the Company adopted the 2010 Stock Option Plan under which the Company is authorized to grant stock options to acquire up to a total of 10,000,000 shares of common stock.

	On April 30, 2012, the Company granted 4,800,000 stock options to seven directors and officers, and 120,000 stock options to a senior geological consultant at an exercise price of $0.09 per share which will expire on April 30, 2015. All stock options are non-qualified and vested immediately. The weighted average grant date fair value of stock options granted during the year ended March 31, 2013 was $0.07. During the year ended March 31, 2013, the Company recorded stock-based compensation of $362,336 for these stock options.

	The following table summarizes the continuity of the Company’s stock options:

Weighted-

Weighted

Average

Remaining

Aggregate

Number of

Exercise

Contractual

Intrinsic

Options

Price

Life (years)

Value

Outstanding, March 31, 2013

9,520,000

0.12

Granted

–

Expired

–

Outstanding, June 30, 2013

9,520,000

0.12

1.59

–

Exercisable, June 30, 2013

9,520,000

0.12

1.59

–

At June 30 and March 31, 2013, the Company did not have any unvested options.

The following table summarizes the continuity of the Company’s warrants:

Number of

Weighted-

Weighted

Average

Issuable

Average

Remaining

Aggregate

Upon

Exercise

Contractual

Intrinsic

Exercise

Price

Life (years)

Value

Outstanding, March 31, 2013

26,649,734

0.26

Granted

–

Expired

–

Outstanding, June 30, 2013

26,649,734

0.26

0.59

–

F-12

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

8.	Stock Options and Warrants (continued)

	The Company had the following warrants outstanding as of June 30, 2013:

	Exercise Price per
	Share	Shares Issuable
Expiration Date	$	Upon Exercise
August 13, 2013 ⁽¹⁾	0.40	4,790,700
August 13, 2013 ⁽¹⁾	0.60	4,790,700
April 17, 2014 (2)	0.12	14,285,000
August 16, 2014 ⁽²⁾	0.12	2,783,334
		26,649,734

⁽¹⁾ These redeemable warrants are callable by the Company upon 20 days written notice to the warrant holder. If the redeemable warrants are not exercised within 20 days of being called, they will terminate and may not be exercised thereafter.

⁽²⁾ These redeemable warrants are callable by the Company if the closing sales price of the common shares is equal to or greater than $0.18 per common share in 10 consecutive trading days.

9.	Supplemental Cash Flow Information

			Accumulated From
			December 11, 2006
	Three Months Ended		(Date of Inception) to
	June 30,		June 30,
	2013	2012	2013
	$	$	$
Non-cash Investing and Financing Activities
Accounts receivable payable exchanged for long-term investment	–	–	460,019
Accounts receivable exchanged for mineral property acquisition	–	–	1,039,981
Investment acquired for amount payable	–	–	12,530
Receivable exchange for long-term investment	–	–	10,000
Share payments received for options granted on mineral properties	–	–	990,000
Stock issued for mineral interest acquisition costs	–	–	7,904,400
Stock issued for services	–	–	2,382,523
Stock issued for subscription receivable	–	–	33,275
Stock issued to settle debt	–	–	230,227
Supplemental Disclosures
Interest paid	20	–	2,317
Income tax paid	–	–	–

10.	Commitments

	a)	On May 11, 2010, the Company entered into an agreement with a consultant to provide services as a Senior Geological Consultant. The Company original agreement was amended on October 21, 2010 and December 23, 2012. Under the amended agreement, the Company is committed to:

		i.	the monthly payment from $20,000 to $6,000 commencing July 1, 2012 and until the mechanical completion of the first small scale gold mining operation;

		ii.	issuing 300,000 stock options to the Consultant on November 1, 2012 and 2013, the Company will only grant the Consultant the additional stock options when the Company achieves a positive operating cash flow and upon the approval by the board of directors

F-13

Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2013
(Expressed in US dollars)
(unaudited)

10.	Commitments (Continued)

	b)	On October 7, 2010, the Company entered into a consulting agreement with Misac Noubar Nabighian to provide geophysical data processing and geophysical data interpretation services to the Company in consideration for:

		i.	granting the Consultant an option to acquire 120,000 shares of common stock of the Company pursuant to the terms of the Company’s 2010 Stock Option Plan, at an exercise price of $0.29 per share, exercisable until October 7, 2013 and vesting immediately. On October 7, 2010, the Company granted 120,000 options to the Consultant;

		ii.	paying the Consultant 0.5% of the net proceeds from the sale of any mining properties;

		iii.	granting the Consultant a royalty on producing properties as follows: (a) $1.00 per ounce of gold produced or 0.25% of net smelter returns (as such term is defined in the Agreement), whichever is greater, and (b) 0.25% of net smelter returns for all other commercial production.

		The agreement is for a term of 36 months and may be renewed at the option of the Company upon 30 days written notice.

c)	On November 10, 2012, the Company entered into a finder’s fee agreement with Berkshire Investment Ltd. (“Berkshire). The Company agreed to pay Berkshire fees limited to the 10% of the gross proceeds received by the Company from the investors in royalty purchase agreements introduced to the Company by Berkshire. The agreement is valid for two years.

d)	On January 9, 2013, the Company entered into a mining project manager contracting agreement with Camlaren Mine Development (the “Consultant”). The agreement is valid for two years and may be renewed for another four years. The Company agreed to pay the Consultant a base compensation of $700 per day before the fulltime contract load and $15,000 per month upon reaching the fulltime contract load, and the incentive bonuses as follows:

	1)	$50,000 bonus based on Mechanical Completion of mine and recovery plant to be based on Mutually Accepted Mining Forecast (MAMF) and based on a minimum of 75 days of commercial production from start up date at a minimum average production of 90% of MAMF;

	2)	a bonus of 0.5% of gross profit if production is 80% of MAMF or a bonus of 1.5% of the gross profit when production is 100% of MAMF;

	3)	a bonus of 5% of the difference between MAMF gross profit and the gross profit achieved when production reaches or exceeds 115% of MAMF;

	4)	in the event that the annualized income reaches and/or exceeds $400,000 per year, the Consultant and the Company will revisit and renegotiate the acceptable terms of compensation.

e)	On January 4, 2010, the Company entered into a finder’s fee agreement with Robert A. Young, The RAYA Group (“Young”) wherein the Company agreed to pay Young fees limited to introductions that Young makes to the Company of investors who invest in the Company’s private placements or become involved with the Company through joint venture property agreements. No Finder’s fees will be paid in connection with any introduction to any existing contacts of the Company. The fee will be 10% of the first $10,000,000 and 5% of amounts in excess of $10,000,000. The term of the finder’s fee agreement is five years.

11.	Subsequent Event

On August 13, 2013, 9,581,400 warrants issued in 2010 have expired unexercised.

F-14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;
risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;
mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;
the potential for delays in exploration activities;
risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;
risks related to commodity price fluctuations;
the uncertainty of profitability based upon our limited history;
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration project;
risks related to environmental regulation and liability;
risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
risks related to tax assessments;
political and regulatory risks associated with mining development and exploration; and
other risks and uncertainties related to our mineral property and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Lake Victoria” mean Lake Victoria Mining Company, Inc., and our wholly owned subsidiaries Kilimanjaro Mining Company, Inc. and Lake Victoria Resources (T) Limited, Chrysos 197 Company Tanzania Ltd. and Jin 179 Company Tanzania Ltd., unless otherwise indicated.

Recent Corporate Developments

Since the commencement of the three months period ended June 30, 2013, we experienced the following significant corporate developments:

	1.	On August 5, 2013, the Company completed and filed Environmental and Social Impact Assessment report for Kinyambwiga mining project with the Tanzanian government.

	2.	In September 2012, the Company offered a total of up to 120 royalty units to raise a gross amount of $3,000,000 for a small scale mining operation on the Kinyambwiga property. Each unit will entitle investors to receive ½ of 1 percent (1%) of the net proceeds of production from the small-scale mining operation at Kinyambwiga. Up to 60% of the net proceeds of gold production are offered to investors. As of June 30, 2013 the Company received subscription payments of $1,100,000 for 44 units.

Our Current Business

We are an exploration stage corporation focused on acquiring, exploring and developing gold deposits in Tanzania, East Africa. We hold 7 prospective gold projects, consisting of 15 Prospecting Licenses (PLs) and 71 Primary Mining Licenses (PMLs) and 4 uranium projects consisting of 6 Prospecting Licenses, within our Tanzania property portfolio, covering approximately 1,512.26 square kilometers (373,687acres).

Our main area of interest is acquiring, exploring and evaluating mineral properties through our ongoing exploration program. Following exploration, we intend to either advance them to a commercially feasible mining stage, enter joint ventures to further develop these properties, sell or dispose of them if the properties do not meet our requirements. Our properties are all early stage exploration properties. Within our mineral exploration land in Tanzania our focus is primarily on gold, although our portfolio also contains uranium prospects.

Since inception we have had no revenues and have relied upon the sale of our securities to fund operations. To date, we have not discovered a commercially viable ore body, mineral deposit or mineral reserve on any of our properties and we will be unable to do so until further exploration is done and a comprehensive evaluation concludes with an economic feasibility study or production is initiated.

Assuming funding is available, we plan to develop and conduct small-scale gold mining on selected mineral properties within certain areas that are currently contained within our primary mining licenses. The production decision or significant development on these projects will not be based on mineral reserves supported by an NI43-101 compliant technical report. We plan to secure Mining Licenses for each of these potential mining areas.

Our property portfolio is large, therefore we may interest other companies in our properties to either participate by means of option or joint venture agreements in the exploration of them or to finance and establish production if mineralization is found.

We maintain our registered agent’s office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our business and administrative office is located at Suite 810 – 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2, Canada. Our telephone number is 604.248.5750.

Prospective Gold Projects

The following is a brief overview of portfolio of prospective mineral properties, the exploration developments on them where applicable and some of the details of the historical option agreements for them. During the three months ended June 30, 2013, exploration work was confined to the Kinyambwiga project

Musoma Bunda Murangi Gold Project

The Musoma Bunda Murangi Project is now comprised of 2 Prospecting Licenses covering 33.47 square kilometers and 39 PMLs totaling 3.44 square kilometers. During the quarter, an additional 15 PML, adjoining the existing 24 PMLs owned by the Company, were applied for and acquired ( Map 3 ). Furthermore, all the PMLs have subsequently been amalgamated into one License as part of the application for a Mining License.

No field exploration has been undertaken on the Kinyambwiga (PL 4653/2007) nor Suguti (PL PL3966/2006 ) Licenses during this period. The Murangi (PL4511/2007) was relinquished.

Exploration Strategy

The Kinyambwiga License has been reduced from 30.90 square kilometers to 13.47 square kilometers as part of the required Government relinquishment of 50 percent of the ground holdings on License renewal. The southern part of the License area, largely covered by black cotton soil and underlain by granitic rocks with no known artisanal workings, has been relinquished. The northern part of the License is host to the Kunanga 1 to 3 artisanal mine sites. The relinquished area is currently under application on account of a soil anomaly in the NE corner of the License.

The new artisanal mining site, located 1 kilometer along strike to the east of Kunanga 2, appears to have been abandoned. A recent influx of +500 artisanal miners have commenced mining the surface quartz rubble at Kunanga 3 in the northern part of the License.

An additional 15 PMLs, adjoining and covering the area immediately to the south and north of the current PML boundary has been granted. The amalgamation of all 39 PMLs has also been completed in order to facilate the Environmental Impact Assessment (EIA) study and the application for a Mining License to cover the area (Map 1).

Map 1: Plan showing the 24 PMLs plus the 15 additional PMLs that have now been amalgamated into a single license

The Kunanga 1 Prospect has been earmarked for small scale mining operations that is expected to proceed once necessary funding and the issuing of a Mining License has been achieved. Currently, the ESIA report has recently been completed and has been submitted to the National Environment Management Council (NEMC) for approval. Once the certificate of approval has been issued, an application for the Mining License, covering the amalgamated 39 PMLs will be made with the Ministry of Mines.

A scoping study involving metallurgical test work, mine planning and scheduling, details of which are included in the 1 ^st Quarter Report, as well as financial evaluations have been undertaken on the prospect. A total capital investment of US$3M has been targeted for the project.

Mine Planning

The Kunanga 1 Prospect comprises of a small gold conceptual target that based on 40 meter spaced reverse circulation drill sections and trenches may contain gold bearing mineralized material of between 600,000 and 1,000,000 tonnes at grades between 1.50 and 2.00 gpt in the three vein structures at Kanunga 1 within the first 150 and 200 meters of surface. Continuity of the narrow quartz veins appears to extend for a strike length of some 500 meters.

The potential quantity and grade of these targets are conceptual in nature. There has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource. The conceptual target has been determined on the basis of trenching, mapping, geophysics and both RC and RAB drilling.

It is currently proposed to mine the mineralization by open pit mining methods using an excavator and trucks to transport the ore to an onsite processing plant. A vertical test pit to a depth of 8 meters was excavated in granitic saprolite (host rock) at site using a Caterpillar 320 excavator in a relatively short time of 3 hours. The results of the test pit proved good retaining rock wall strength, ease of excavation and the lack of ground water.

The proposed site plan showing location of pit, waste dumps and processing plant is shown in Map 2 .

Map 2: Site plan showing position of the rock waste dump tailings dam and the pit. 100 meter and 200 meter buffer zone from the pit and representing an area of non inhabitation and limited farming activities, as per requirement by the Mining Act of Tanzania, is indicated.

Based on the results of the test pit undertaken in the 1 ^st Quarter, a pit slope of 55-60 degrees was re-modeled for the open pit, using 10 meter x 7 meter benches (Map 3 & Map 4). The last bench in the 40m pit would be steeper depending upon the reach of the equipment and rock strength of the pit walls to a depth of 40 meters.

The rock dump and tailings dam have been re-designed (Map 5 & Map 6) to accommodate approximately 1.5M tons and 260,000 tons respectively – the estimated amount of rock to be mined to a depth of 40 meters.

Map 3: Plan view of the open pit on the Kunanga 1 showing the access ramp and benches

Map 4: Longitudinal and cross sections of the Kunanga 1 Pit

Map 5: Plan and profile section of the rock waste dump

Map 6: Plan and profile section of the tailings dam

The Mining and Mill plan is designed for processing 300 tonnes per day ( Chart 1 ).

Chart 1: Flow sheet diagram showing the conceptual processing plant

Environmental Impact Assessment Study

In order to apply for a Mining License over the 39 PMLs that overlie the Kunanga 1 Prospect, an Environmental Impact Assessment (ESIA) study must first be carried out and an ESIA Certificate obtained.

TANSHEQ, a local Tanzanian consulting firm specializing in Environmental Management, was awarded the contract to undertaken the Environmental Impact Assessment study on the Kunanga 1 Prospect.

Fieldwork by TANSHEQ commenced in December 2012 and by March 2013 a Baseline study and a preliminary Environmental Impact Assessment report had been completed and submitted to the Tanzanian Government’s National Environmental Management Council (NEMC). Based upon this report, NEMC led a field investigation in May 2013 in which both the environmental and social aspect of the project was discussed with local and Government stakeholders in the area. Various issues were resolved which led to the finalizing of the technical requirements as outlined in the draft report. The Final EIA report has recently been submitted to NEMC.

During the Quarter, the Company embarked on an awareness campaign with the Ministry of Mines, Environment, Lands, and Water affairs as well as with the local inhabitants of the area who would be effected by the planned small scale mining project at Kunanga 1. After many meetings with the local District representatives together with the village council and inhabitants, the majority of all stakeholders voted in favor for the planned project.

Future work

The completion of the EIA report and awarding of the Mining License is of top priority. Only once this License has been obtained, can the Company finalize its decision on whether to proceed with the mine plan.

The prospective area to the east of the Kunanga 1 Prospect Exploration and referred to as the Kunanga School Anomaly requires follow-up investigation.

The anomalous stone layer as encountered from previous RAB drilling during 2009 as well as the soil anomaly over the school requires further investigation. A number of auger drill traverses are planned to test the strike towards the SW where a number of anomalous soil samples have been indicated ( Map 7). Since this area was previously relinquished as part of the Government requirement to reduce the PL area by 50 percent, an application to renew the area of “shed-off” is pending approval by the Ministry of Mines.

Map 7: Kanunga 1 East and School soil anomalies

A recent influx of +500 artisanal miners have centered on the Kunanga 3 Prospect, situated approximately 1 kilometer to the north of Kunanga 1 (Map 8). The prospect consists of abundant quartz float covering an area of 200 meters x 200 meters which has been the site for periodic artisanal activity over the years. Trenching and reverse circulation drilling intersected a number of narrow discontinuous quartz veins (Map 9).

Map 8: Distribution of recently acquired PMLs(green and purple blocks) and showing positions of Kunanga 1, 2 and 3 prospects as well as the Kunanga School gold-in-soil anomaly in the eastern part of the Kinyambwiga licenses

Map 9: Kanunga 3 prospect showing results of trenching and drilling undertaken across the area.

Suguti (PL3966/2006)

No exploration work has been undertaken on the Suguti License during the Quarter.

The Company decided not to place an application bid in for the northern part of the Suguti License, preferring to reserve the exploration funds for more advanced projects within the Company portfolio.

Murangi(PL4511/2007)

The Murangi License (PL4511/2007) was been relinquished during the Quarter with no further exploration being undertaken during this period.

Singida Gold Project

No exploration work was undertaken during the Quarter

Future exploration

An evaluation of the Reverse Circulation drill results for both Phase 1 and 2 programs undertaken during 2010 and 2011 has shown that gold mineralization at the Singida-Londoni project consists of narrow, medium to low grade and often discontinuous lenses. The shear structures hosting the gold-rich zones typically “pinch and swell” along strike, which in places, has resulted in larger pods of limited size as at Sambaru 3 and Sambaru 4 which indicates that the gold deposits have limited potential to be developed into a major ore resource contrary to the Company’s vision of discovering substantially larger and economically viable gold deposits in the short term. In this regard, the Company believes that the nature and extent of the mineralization revealed thus far may lend itself towards a small-scale commercial mining operation. The Company intends to explore the possibilities of undertaking a small scale mining operation on a number of PMLs once a scoping study has been completed.

Although the Company completed a Technical report in compliance with Canadian National Instrument 43-101 prior to the June 2010 revised code, it was not submitted. The report is to be prepared under the revised guidelines.

Buhemba Gold Projects

The Buhemba Gold projects comprise of the Kiabakari East (PL7142/2007) and the recently acquired Maji Moto (HQ-P23869) licenses .

No exploration work was undertaken on either of the Licenses during the Quarter

Kiabakari East (PL7142/2011)

The Kiabakari East Project is located approximately 55 kilometers southeast of Musoma town, in the Mara Region. The PL, covering 14.94 square kilometers and lying within the central part of the Musoma-Mara Greenstone Belt, was granted to Lake Victoria Resources by the Ministry of Mines in April 2011.

No exploration work was undertaken during the Quarter

Future exploration

Metallurgical test work is to be undertaken on the oxide rock material taken from artisanal working and trenches on surface as part of the scoping study to determine the viability of commencing and open pit/underground small scale mining operation at BIF Hill. In order to get a better understanding of the geology and gold mineralisation, the Company is considering developing a north trending adit form the southern side at the base of the hill at a later date.

Maji Moto Gold Project (HQ-P23869)

A recent acquisition to the North Mara group of Licenses is the Maji Moto License that was awarded to the Company by the Ministry of Mines through application and tender in April 2012. The License is situated in the North Mara Greenstone Belt (Eastern Musoma Goldfields) approximately 28 kilometers to the SW of African Barrick’s North Mara Gold Mine (Map 10).

Map 10: Location map of Maji Moto HQ-P23869

Note: HQ-O23869 is the Application number. The License has yet to be allocated a PL number by the Ministry. Artisanal workings : Three artisanal sites are present in the northern part of the License (Map 11):

	1.	Located at Kitarahota Hill, some 2 kilometres east of Maji Moto village is actively being mined by a relatively small group of artisanal miners. The site, located on the lower slope of the Kitarahota Hill, consists mostly of surface workings.
	2.	Nyamarubiti Hill, located in the north-eastern arm of the License was an active artisanal site in 1980s and is only being worked sporadically by a handful of artisanal miners.
	3.	Kebosi Hill, situated on the NW arm of the PL and east of the much larger Kitengara Hill. This site does not appear to be as extensively mined as site 2 and is currently not being mined by artisanal miners.

Map 11: Geology of HQ-P23869

Other than a reconnaissance visit to the License, exploration has not yet commenced.

The following exploration strategy (Phase 1) will be followed as soon as a field camp is established on site:

Regional ground Magnetic survey
Regional mapping of the License
Regional soil sampling on 200 meter x 50 meter sample grid
Detailed mapping and soil/rock sampling at and around the artisanal sites
Schlumberger profiles across the known artisanal sites.

Phase 2 will be dependant on the results achieved from the Phase 1 exploration programme.

Uyowa Gold Project

The Uyowa Gold project, located 120 kilometers northwest of Tabora town, previously consisted of seven (7) Prospecting Licenses (PLs) that initially covered a total area of 729.73 square kilometers in the west-central area of Tanzania. Due to increased Ministerial costs of annual renewals coupled with the Company’s objective to focus its exploration efforts on more potentially viable ground holding, the number of licenses has been reduced to 4 PLs amounting to 328.47 square kilometers (Map 12).

No exploration work was undertaken on any of the Licenses during the Quarter.

Map 12: Current license holdings of the Uyowa Poject

Future exploration

Interpretation of the ground magnetic survey suggests the presence of a graben structure that coincides with the last of the artisanal workings on the western side of known mineralized zone. The area, unlike the artisanal site where laterite is often exposed on surface, is overlain by sand cover for some 500 meters to the west before lateritic soils are again present suggesting possible continuation of the mineralized trend further to the west. Landsat imagery clearly shows areas of laterite and lateritic soil over the area. Based on the recent soil geochemistry results, follow up specific soil sampling is planned across the interpolated trend of gold mineralization to both the west and east of the artisanal workings covering a total strike length of 3.5 kilometers.

Conventional soil sampling is planned across areas of lateritic soil cover. Initially a RAB program is recommended to test the intervening areas covered by black cotton soil (“mbuga’). However, prior to embarking on such a program, an orientation survey using enzyme geochemistry is recommended as a trial study over a portion of the area to be sampled. Should results be positive further sampling incorporating this geochemical method will continue to be used to outline the gold anomaly.

Follow-up investigation using possibly both methods of soil sampling will be undertaken across a number of ground magnetic targets in order to prioritize targets for later testing by RAB drilling.

Reverse Circulation infill drilling is recommended on 40 meter spaced N-S sections across the artisanal site in order to undertake a resource calculation. Furthermore, part of the program will also focus on testing the soil anomaly along strike.

Handeni Gold Project

The Handeni Project, comprising of PL4816/2007 and covering a total area of 16.24 square kilometers, is located approximately 240 kilometers by road north-west of Dar es Salaam and some 30 kilometers south of Handeni town within the Handeni District ( Map 13 ).

Map 13: Location map of the Handeni Project showing PL4816/2007 in red.

Exploration

No exploration was undertaken on the Handeni Project during the Quarter. A brief summary of the status of proposed future exploration of PL4816/2007 is given:

Future exploration

An infill soil sampling programme on 100 meter x 25 meter grid is planned across the Mkulima Hill (188 samples) in order to better define the apparent gold anomalies prior to commencing a trenching programme across the main anomalous zones. Should a trenching programme be warranted, further soil sampling on 100 meter x 50 meter grid is proposed around the hill on 200 meter x 50 meter grid (623 samples) to increase the area of investigation and strike extend of the gold anomalies.

Kahama Project

Kahama South (PL6437/2011)

The Kahama South Project area is situated approximately 35 kilometres south of the town of Kahama in the central part of Tanzania. It covers an area of 183.05 square kilometres within the Kahama Greenstone Belt.

Exploration

Regional exploration has been conducted across the License, together with the adjoining License (PL6341/2010) to the north that has since been relinquished ( Map 14 ), and includes:

Regional mapping
Ground Magnetic survey

Details of the exploration undertaken are presented in the 1 ^st Quarter (2013) report.

The underlying geology of the License comprise of granitic rocks. No artisanal activity is present and no geochemical indications of any existing gold anomalies were found in the License.

The License is scheduled to be relinquished.

Map 14: Location and geology map of the Kahama South Project

Kahama Shinyanga (PL3439/2005).

The Kahama Shinyanga project (PL 3539/2005) is located in central to northern Tanzania, is about 130 kilometers north from the Kahama South Project,110 kilometers northwest of the town of Shinyanga and 50 kilometers southeast from Bulyanhulu Mine. The License area covers 48 square kilometers.

A brief period of exploration involving ground magnetic surveys and regional mapping was conducted before the License was relinquished in June 2012.

Details of the exploration undertaken upto June 2012 are presented in the 1 ^st Quarter (2013) report.

North Mara Gold Projects

The North Mara Gold Project, comprising of 2 Prospecting Licenses totaling 39.82 square kilometers. Reconnaissance exploration indicated poor potential to discover an economic resource within the near future. Minor, or lack thereof, of artisanal activity is evident on these Licenses.

No exploration activities were undertaken on any of the two Licenses during the Quarter.

The remaining Licenses, Utegi PL4873/2007 and Kubiasi Kiserya PL4833/2007 are considered to have low gold potential and are to be relinquished in the near future

Uranium Projects

The Company currently holds 4 Prospecting Licenses for Uranium, located in the SW part of Tanzania and covering 684.23 square kilometers. Due to the economic downturn on Uranium exploration coupled with the Company’s intention to stream line its gold portfolio, these Licenses will be relinquished once their rental term expires.

General

The following is a discussion and analysis of our plan of operation and results of operations for the three month period ended June 30, 2013, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our consolidated unaudited financial statements and the notes thereto included elsewhere in this quarterly report. Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

Plan of Operation

As of June 30, 2013, we had negative working capital of approximately $1,032,000. We plan to spend approximately $50,000 for our property acquisitions and holding costs and $2,000,000 for development and production of small scale mining for the next twelve months, with work being conducted on several projects including soil sampling, trenching and drilling. We will need to raise additional funds to finance the exploration activities on our projects. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders. Our estimated expenses over the next twelve months are as follows:

Cash Requirements during the Next Twelve Months

Expense		($)
Property acquisition and holding costs		50,000
Mine development and production costs		2,000,000
Professional fee		100,000
General and administration fee		500,000
Total		2,650,000

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 to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, possible cost overruns due to price and cost increases for services and economic conditions. Because the Company does not currently derive any production revenue from operations, its ability to conduct exploration and development on properties is largely based upon its ability to raise capital by equity funding.

Our exploration objective is to find an economic mineral body containing gold. Our success depends upon finding mineralized material. This includes a determination by our contracted consultants and professional staff whether the property contains resources and/or reserves. Mineralized material is a mineralized body, which has been delineated by appropriately spaced drilling or underground sampling to support sufficient tonnage and average percentage 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 so or because it is not economically feasible to do so, we will cease operations or seek other properties.

RESULTS OF OPERATIONS

Three and Nine Month Summary

		Three Months Ended
		June 30,
		2013			2012
Revenue	$	-		$	-
Expenses		390,476			1,238,495
Other income (expenses)		182,335			(5,818	)
Net Income (Loss)	$	(208,141	)	$	(1,244,313	)

Revenue

We had no operating revenues for the three month period ended June 30, 2013 and 2012. We anticipate that we will not generate any revenues until we generate additional financing to support our planned operations.

Operating Costs and Expenses

The major components of our expenses for the three and nine months ended June 30, 2013 and 2012 are outlined in the table below:

	Three Months Ended
	June 30,
	2013	2012

Amortization and depreciation	9,549	10,183
Exploration costs	42,888	517,021
General and administrative	47,319	90,246
Impairment of mineral property acquisition costs	90,000	8,550
Management and director fees	9,000	9,000
Professional fees	61,032	91,161
Salaries	118,513	136,672
Stock-based compensation	–	362,336
Travel and accommodation	12,175	13,326
Total Expenses	390,476	1,238,495

General and Administrative Expenses

The Company reported a loss of $390,476 for the three months ended June 30, 2013 compared with a loss of $1,238,495 for same period in fiscal 2012. The decreased loss in the current period is mainly attributed to decreased exploration costs, mineral acquisition costs and stock-based compensation expenses.

The $42,927 decrease in our general and administrative expenses for the three month period ended June 30, 2013 as compared to the same period in fiscal 2012 was primarily due to the decrease in office expenses, promotion and shareholder relationship expenses.

Liquidity and Capital Resources

Working Capital

		June 30, 2013			March 31, 2013
Current Assets	$	221,954		$	259,371
Current Liabilities		1,254,042			1,181,158
Working Capital	$	(1,032,088	)	$	(921,787	)

Cash Flows

		Three Months Ended
		June 30, 2013
Cash used in Operating Activities	$	(32,547	)
Cash used in Investing Activities		(1,709	)
Cash provided by Financing Activities		(1,320	)
Net Increase (Decrease) in Cash	$	(35,576	)

We had a cash balance of approximately $172,000 and negative working capital of $1,032,000 as of June 30, 2013 compared to cash of $208,000 and working capital of $922,000 as of March 31, 2013. The decrease of cash balance and working capital primarily due to cash spent on exploration and general and administration expenses. We anticipate that we will incur approximately $2,650,000 for operating expenses, including professional, legal and accounting expenses during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our full business plan.

Going Concern

The unaudited financial statements accompanying our quarterly report on Form 10-Q for the quarter ended June 30, 2013 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends in the immediate future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of June 30, 2013, we had a cash balance of approximately $172,000 and we estimate that we will require approximately $500,000 for general and administration costs and professional fees, and $2,000,000 for property acquisition holding and small-scale mining evaluation, development and production costs associated with our plan of operation over the next twelve months. We do not have sufficient funds for general and administration activities and planned mineral property acquisition and exploration activities and therefore we will be required to raise additional funds. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders.

The advancement of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We had an approximate cash balance of $172,000 and negative working capital of $1,032,000 as of June 30, 2013 compared to a cash balance of $523,000 and working capital of $367,000 as of March 31, 2012 and we estimate that we will require approximately $2,650,000 for costs associated with our plan of operation over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations. We intend to raise additional funds from another equity offering or loans. At the present time, we are attempting to raise additional money, but there is no assurance that we will be successful. If we need additional funds and are unable to raise them, we will have to suspend or cease operations until we succeed in raising additional funds.

Outstanding shares and options

As of August 14, 2013, we have 114,554,067 shares of common stock outstanding, 9,520,000 stock options outstanding and 26,649,734 warrants outstanding.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Risks and Uncertainties

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

Risks Associated with Mining

All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7 ) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of the Securities and Exchange Commission’s Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any ‘reserve’ and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

Our business activities are conducted in Tanzania.

Our mineral exploration activities in Tanzania may be affected in varying degrees by political stability and government regulations relating to the mining industry and foreign investment in that country. The government of Tanzania may institute regulatory policies that adversely affect the exploration and development (if any) of the Company’s properties. Any changes in regulations or shifts in political conditions in this country are beyond the control of the Company and may adversely affect its business. Investors should assess the political and regulatory risks related to the Company’s foreign country investments. Our operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety.

We may not have clear title to our properties.

Acquisition of title to mineral properties is a very detailed and time-consuming process, and the Company’s title to its properties may be affected by prior unregistered agreements or transfers, or undetected defects. Several of the Company’s prospecting licenses are currently subject to renewal by the Ministry of Energy and Minerals of Tanzania. In result, there is a risk that we may not have clear title to all our mineral property interests, or they may be subject to challenge or impugned in the future. We have exploration licenses. We do not have a license to mine any minerals or reserves whatsoever at this time on any part of our properties. Once exploration has advanced to a point where mining on one or more of our properties is feasible, we plan to apply for a mining license or licenses.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involve many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of precious and base metals such as gold, silver and copper. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

If our costs of exploration are greater than anticipated, then we may not be able to complete the exploration program for our Tanzanian properties without additional financing, of which there is no assurance that we would be able to obtain.

We are proceeding with the initial stages of exploration on our Tanzanian properties. We are carrying out an exploration program that has been recommended by a consulting geologist. This exploration program outlines a budget for completion of the recommended exploration program. However, there is no assurance that our actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition for personnel and supplies during the exploration season, unanticipated problems in completing the exploration program and delays experienced in completing the exploration program. Increases in exploration costs could result in our not being able to carry out our exploration program without additional financing. There is no assurance that we would be able to obtain additional financing in this event.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We are in the initial stages of exploration of our mineral property, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of gold, silver or other valuable minerals on our Tanzanian properties.

The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of gold, silver or other valuable minerals in our mineral property. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Because our executive officers have limited experience in mineral exploration and do not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.

Our executive officers have limited experience in mineral exploration and do not have formal training as geologists or in the technical aspects of management of a mineral resource exploration company. As a result of this inexperience, there is a higher risk of our being unable to complete our business plan for the exploration of our mineral property. With no direct training or experience in these areas, our management may not be fully aware of many of the specific requirements related to working within this industry. Our decisions and choices may not take into account standard engineering or managerial approaches mineral resource exploration companies commonly use. Consequently, the lack of training and experience of our management in this industry could result in management making decisions that could result in a reduced likelihood of our being able to locate commercially exploitable reserves on our mineral property with the result that we would not be able to achieve revenues or raise further financing to continue exploration activities. In addition, we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry out our planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher risk that our operations, earnings and ultimate financial success could suffer irreparable harm and our business will likely fail.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 250,000,000 shares of common stock with a par value of $0.00001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will reduce the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mineral exploration companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We are engaged in the business of identifying, acquiring, exploring and developing commercial reserves of primarily gold and potentially uranium. Our properties are in the exploration stage only and are without known reserves of gold and/or uranium. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of gold and/or uranium, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Risks Related to Our Company

Our by-laws contain provisions indemnifying our officers and directors.

Our by-laws provide the indemnification of our directors and officers to the fullest extent legally permissible under the Nevada corporate law against all expenses, liability and loss reasonably incurred or suffered by them in connection with any action, suit or proceeding. Furthermore, our by-laws provide that our board of directors may cause our company to purchase and maintain insurance for our directors and officers, and we have implemented director and officer insurance coverage.

Because most of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our directors and officers.

Most of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company’s management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2014, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.

It should be noted that while our management believes our disclosure controls and procedures provide a reasonable level of assurance, they do not expect that our disclosure controls and procedures or internal controls will prevent all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of internal control is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There were no changes in our internal control over financial reporting during the three month period ended June 30, 2013 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

Exhibit
Number	Description
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on June 6, 2007)
3.2	Certificate of Amendment dated December 7, 2010 (incorporated by reference from our Current Report on Form 8-K dated December 10, 2010)
3.3	Amended and Restated Bylaws (incorporated by reference from our Current Report on Form 8-K filed on June 7, 2011)
4.1	Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2 filed on June 6, 2007)
4.2	Form of Warrant Certificate for Offering Completed September 7, 2010 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.1	Option Agreement with Geo Can Resources Company Limited (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2009)
10.2	Binding Letter Agreement with Kilimanjaro Mining Company Inc. (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2009)
10.3	Consulting Services Agreement with Stocks That Move (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2009)
10.4	Consulting Agreement with Robert Lupo (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 22, 2010)
10.5	Addendum to the Consulting Agreement with Robert Lupo (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 22, 2010)
10.6	Finder’s Fee Agreement with Robert A. Young and the RAYA Group (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2010)
10.7	Termination of the Consulting Agreement with Robert Lupo (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2010)
10.8	Consulting Agreement with Clive Howard Matthew King (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2010)
10.9	Consulting Agreement dated October 7, 2010 between the Company and Misac Noubar Nabighian (incorporated by reference from our Current Report on Form 8-K filed on October 13, 2010)
10.10	2010 Stock Option Plan (incorporated by reference from our Current Report on Form 8-K filed on October 13, 2010)
10.11	Stock Exchange Agreement with Kilimanjaro Mining Company, Inc. and their selling shareholders (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2009)
10.12	Form of Subscription Agreement for Offering Completed September 7, 2010(incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.13	Amendment No. 1 to Consulting Agreement between the Company and Clive King dated effective November 11, 2010 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.14	Form of Mineral Property Sales Agreement dated May 15, 2009, July 29, 2009, August 28, 2009 and November 19, 2009 between a director of the Company and the landowners listed below (collectively the “Landowners”) (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010):
	No	Owners Name
	S01	Pius Joackim Game in Parenership with Mustafa Kaombwe and Msua Mkumbo
	S03	Mohamed Suleimani and Partners Plus Chombo, Alfred Joakim and Heri S. Mhula
	S04	Maswi Marwa In Partnership with Robert Malando, Andrew Julius Marando and Mathew Melania
	S05	John Bina Wambura in Partnership with Fabiano Lango
	S06	Elizabeth Shango
	S07	Athuman Chiboni in Partnership with Maswi Marwa and Robert Malando
	S08	Malando Maywili in Partnership with Charles Mchembe
	S09	Robert Malando
	S10	Raymond Athumani Munyawi
	S11	Jeremia K. Lulu in Partnership with Agnes Musa, Juma Shashu, Neema Safari, Neema Tungaraza, Safari Neema Tungaraza, Safari Meema and Simon Gidazada

Exhibit
Number	Description
	S12	Heri S. Mhula and partners Samweli Sumbuka, Plus Gam and Shambulingole
	S13	Limbu Magambo Nyoda and Partners Saba Joseph, Bakari Kahinda
	S14	Shambuli Sumbuka in Partnership with Limbu Gambo
	S15	Salama Mselemu
	S16	John Bina Wambura in Partnership with Bosco Sevelin Chaila; Plus Game; Saimon Jonga
	S17	John Bina Wambura in Partnership with Jumanne Mtemi; Anton Gidion; Bosco Sevelin Chaila; Plus Game; Saimon Jonga
	S18	Limbu Magambo in Partnership with Pous GamI and Shambuli Sumbuka
	S19	Lukas Mmary in Partnership with Henry Pajero, John Bina, Massanja Game, Mwajuma Joseph, Mwita Magita and Plus Game
	S20	Maswi Marwa In Partnership with Shagida malando; Marwa Marwa; Benidict Mitti and Fred Mgongo
	S21	Mustafa IDD Kaombwe
	S22	Mustafa IDD Kaombwe in Partnership with Mahega Malugoyi; Julias Kamana; Ramadhani Lyanga and Abas Mustafa
	S23	Ramadhani Mohamed Lyanga In partnership With Mustafa Kaombwe and Bethod Njega
	S24	Ales David Kajoro in partnership with Henry Ignas; Daud Peter and Julias Charles Rugiga
	S25	Joel Mazemle in Partnership with Christina Mazemle, Plus Chombo and Limbu Magambo Nyoda
	S26	Idd Ismail in Partnership with Bakari Abdi, Elizabeth U. Yohana, Emanuel Marco, Hamisi Ramadhan, Husein Hasan, Mnaya Hosea, and Sanane Msigalali
10.15	Form of Addendum No. 1 to Mineral Property Sales Agreement dated September 18, 2009 between a director of the Company and the Landowners (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.16	Form of Addendum No. 2 to Mineral Property Sales Agreement dated January 18, 2010 between a director of the Company and the Landowners (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.17	Form of Addendum No. 3 to Mineral Property Sales Agreement dated July 27, 2010 between a director of the Company and the Landowners (incorporated by reference from our Quarterly Report on Form 10- Q filed on November 23, 2010)
10.18	Mineral Financing Agreement between the Company and Ahmed Magoma dated October 19, 2009 * (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.19	Property Purchase Agreement between Geo Can Resources Company Limited and Kilimanjaro Mining Company, Inc dated May 5, 2009(incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.20	Amendment to Mineral Financing Agreement between the Company and Ahmed Magoma dated October 27, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.21	Declaration of Trust of Geo Can Resources Company Limited dated July 23, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)
10.22	Form of Subscription Agreement for non US Subscribers (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2011)
10.23	Form of Subscription Agreement for US Subscribers (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2011)
10.24	Consulting Agreement dated April 26, 2011 between David Kalenuik and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)
10.25	Consulting Agreement dated April 26, 2011 between Roger Newell and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)
10.26	Employment Agreement dated April 26, 2011 between Heidi Kalenuik and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)
10.27	Employment Agreement dated April 26, 2011 between Ming Zhu and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)
10.28	Geita Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
10.29	Kalemela Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
10.30	North Mara Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and the Company (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)

Exhibit
Number	Description
10.31	Singida Option Agreement dated May 6, 2011 among Otterburn Ventures Inc., the Company and Ahmed Abubakar Magoma (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)
10.32	Form of Royalty Purchase Agreement (incorporated by reference from our Current Report on Form 8-K filed on September 13, 2012)
10.33*	Finder’s Fee Agreement with Berkshire Investment Ltd
14.1	Code of Ethics (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
16.1	Letter dated October 8, 2010 from BehelerMick PS (incorporated by reference from our Current Report on Form 8-K filed on October 8, 2010)
21.1	List of Subsidiaries (incorporated by reference from our from our Annual Report on Form 10-K filed on June 29, 2012)
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
99.2	Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
99.3	Disclosure Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)

101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LAKE VICTORIA MINING COMPANY, INC.


By	/s/ David Kalenuik
	David Kalenuik
	President, and Chief Executive Officer
	(Principal Executive Officer)

Date:	August 14, 2013



By	/s/ Ming Zhu
	Ming Zhu
	Chief Financial Officer
	(Principal Accounting Officer and Principal
	Financial Officer)

Date:	August 14, 2013

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LVCA Victoria Lake Inc (CE)