LVCA Victoria Lake Inc (CE)

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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, 2015

[   ] 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)

303.586.1390
(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]

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2

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, 2015, there were 152,329,067 shares of common stock, par value $0.00001, outstanding.

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3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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Lake Victoria Mining Company, Inc.

June 30, 2015

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

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

		June 30,			March 31,
		2015			2015
		$			$
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents		49,100			150,530
Prepaid expenses and other		4,514			11,348
Total Current Assets		53,614			161,878
Equipment (Note 4)		17,758			22,262
Mineral Properties (Note 8)		250,150			250,150
Total Assets		321,522			434,290
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		839,538			890,014
Accounts payable to related party (Note 3)		540,697			504,228
Accrued expenses and other payables (Note 5)		324,917			317,616
Forward gold sale liability (Note 6)		131,953			128,777
Note payable (Note 7)		–			3,947
Total Liabilities		1,837,105			1,844,582
Stockholders’ Deficiency
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value; No shares issued and outstanding (Note 9)		–			–
Common Stock, 250,000,000 shares authorized, $0.00001 par value; 152,329,067 shares issued and outstanding (2015 – 152,329,067)(Note 9)		1,524			1,524
Additional Paid-in Capital		19,008,961			18,793,273
Deficit		(20,526,068	)		(20,205,089	)
Total Stockholders’ Deficiency		(1,515,583	)		(1,410,292	)
Total Liabilities and Stockholders’ Deficiency		321,522			434,290
Nature of Operations and Going Concern (Note 1)
Commitments (Note 12)
Subsequent event (Note 13)

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

F-2

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

		Three Months Ended
		June 30,
		2015			2014
		$			$
Revenue		–			–
Expenses
Depreciation		4,505			9,617
Exploration costs (Note 8)		41,869			32,386
General and administrative		22,513			67,606
Director fees (Note 3)		9,000			9,000
Professional and consulting fees		31,152			44,168
Salaries (Note 3)		94,830			122,829
Stock-based compensation (Note 10)		215,688			–
Travel and accommodation		6,419			6,006
Total Expenses		425,976			291,612
Loss Before Other Items		(425,976	)		(291,612	)
Other Income (Expenses)
Fair value adjustment to forward gold sale liability (Note 6)		(3,176	)		–
Foreign exchange gain (loss)		108,255			(15,693	)
Interest expense		(82	)		(212	)
Total Other Income (Expenses)		104,997			(15,905	)
Net Loss and Comprehensive Loss		(320,979	)		(307,517	)
Net Loss Per Share – Basic and Diluted		(0.00	)		(0.00	)
Weighted Average Number of Common Shares Outstanding		152,392,067			114,554,067

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

F-3

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

		Three Months Ended
		June 30,
		2015			2014
		$			$
Operating Activities
Net Loss		(320,979	)		(307,517	)
Adjustments for non-cash expenses:
Depreciation		4,505			9,617
Fair value adjustment to forward gold sale liability		3,176			–
Stock-based compensation		215,688			–
Changes in operating assets and liabilities:
Decrease in prepaid expenses and other		6,834			7,116
Increase in accounts payable to related parties		36,468			123,366
Decrease in accounts payable		(50,476	)		(107,084	)
Increase in accrued expenses and other payables		7,301			34,647
Increase in deferred revenue		–			56,651
Net Cash Used In Operating Activities		(97,483	)		(183,204	)
Financing Activities
Repayment of note payable		(3,947	)		(3,677	)
Proceeds from loans payable		–			175,000
Net Cash Provided By (Used In) Financing Activities		(3,947	)		171,323
Net Decrease In Cash and Cash Equivalents		(101,430	)		(11,881	)
Cash and Cash Equivalents, Beginning of Period		150,530			34,022
Cash and Cash Equivalents, End of Period		49,100			22,141

Supplemental Cash Flow Information (Note 11)

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

F-4

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(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’s principal business activity is the acquisition of, and the exploration for valuable minerals. The Company primarily conducts exploration activities for gold on properties located in Tanzania, East Africa. Assuming funding is available, the Company plans to identify, build and run one or more small-scale gold mines on mineral properties within the Company’s Tanzanian mining licenses. The Company has been in the exploration stage since inception and has not yet realized any revenues from its planned operations.
	As of June 30, 2015, 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 consolidated financial statements, the Company has a working capital deficiency of $1,783,491 and an accumulated deficit of $20,526,068 as at June 30, 2015. 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 to provide funds needed to continue the exploration for gold. 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 stockholders. The consolidated 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 (“US GAAP”), and are expressed in United States. 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 consolidated 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 consolidated financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended March 31, 2015, included in the Company’s Annual Report on Form 10-K filed on June 30, 2015 with the SEC.
		The consolidated 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, 2015, and the results of its operations and cash flows for the three months ended June 30, 2015. The results of operations for the period ended June 30, 2015 are not necessarily indicative of the results to be expected for future quarters or the full year.
	b)	Use of Estimates
		The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to valuation of long-lived assets, mineral property costs, asset retirement obligations, forward gold sale liability, stock-based compensation, and deferred income tax assets. 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

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(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 Company has no non-controlling interests. As at June 30, 2015, the Company does not have any non- controlling interests.
	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 consolidated statement of comprehensive loss. Basic EPS is computed by dividing net income (loss) available to common stockholders (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, 2015, the Company had 9,400,000 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, 2015 and March 31, 2015, the Company has approximately $1,300 and $1,400, 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, 2015 and March 31, 2015, the Company has approximately $40,000 and $131,000, respectively, deposited in banks in Canada. CDIC deposit insurance covers the balance of each depositor’s account up to $100,000 per insured bank. These deposits include $5,472 (CAD$6,900) and $6,466 (CAD$6,900), respectively, of guaranteed investment certificates bearing variable interest at prime rate less 1.90% which is restricted in use for corporation credit cards.
		As of June 30, 2015, the Company has Tanzania shillings of 4,200,000 (approximately $1,900) and $5,400 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $690 as of June 30, 2015) 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 ASC 805- 20-55-37, whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC 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 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 development costs, these properties will be assessed for impairment whenever events or changes in circumstances indicate that the carrying costs may not be recoverable. 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

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(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, 2015.
	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, accounts payable, accounts payable to related party, other payables, note payable, and forward gold sale liability.
		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 has classified its forward gold sales liability as a derivative liability. The fair value of the derivative liability is determined based on “Level 2” inputs. The initial forward sale of gold is recorded at the fair value of consideration received. The forward gold sale liability is revalued to fair value at each subsequent reporting period end based on quoted forward gold prices at re-valuation dates with any increase or decrease in the fair value of the liability being recognized through comprehensive income or loss.
		The Company believes that the recorded values of accounts payable, accounts payable to related party, other payables, and note payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

F-7

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(Expressed in US dollars)
(Unaudited)

2.	Summary of Significant Accounting Policies (continued)
	j)	Financial Instruments (continued)
		Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as of June 30, 2015 as follows:

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets

Other

Significant

For Identical

Observable

Unobservable

Balance

Instruments

Inputs

Inputs

June 30,

(Level 1)

(Level 2)

(Level 3)

2015

$

$

$

$

Assets:

Cash and cash equivalents

49,100

–

–

49,100

Liabilities:

Forward gold sales liability

–

131,953

–

131,953

	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 consolidated 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 Schillings. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in Tanzanian Schillings. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
	l)	Segment Information
		At June 30, 2015, approximately $15,000 of property and equipment (March 31, 2015 - $18,000) is located in Tanzania and $3,000 (March 31, 2015 - $4,000) in Canada. Mineral properties totaling $250,150 (March 31, 2015 - $250,150) 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. As at June 30, 2015 and 2014, the Company had no items that represent other comprehensive loss, and therefore has not included a schedule of comprehensive loss 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

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(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 consolidated statement of comprehensive loss 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 recent accounting pronouncements and determined that they would not have a material impact on the Company’s consolidated financial statements or disclosures.

3.	Related Party Transactions and Balances
	As at June 30, 2015, the Company owed $540,697 (March 31, 2015 - $504,228) to five directors and officers of the Company. The amounts are unsecured, non-interest bearing and have no fixed terms of repayment. During the three months ended June 30, 2015, the Company incurred $9,000 (2014 - $9,000) of directors fees and $91,949 (2014 - $106,847) of salaries to directors and officers. The transactions were recorded at their exchange amounts, being the amounts agreed upon by the related parties.
4.	Equipment
	Property and equipment consists of the following:

F-9

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(Expressed in US dollars)
(Unaudited)

5.	Accrued Expenses and Other Payables
	Accrued expenses and other payables comprise the following:

	(a)	Accrued Payroll Deductions in Canada
		At June 30, 2015, the Company accrued for payroll deductions on unpaid salaries in Canada in the amount of $185,935 (March 31, 2015 - $164,365). The accrued amounts will be transferred to accounts payable once the salaries are paid.
	(b)	Payroll Deductions Payable in Tanzania
		As of June 30, 2015 and March 31, 2015, the Company withheld Tanzanian payroll tax deductions of $137,112 and $150,083, respectively, which remain payable under the local tax law.
		On May 8, 2015 the Company was served with notice of legal claim of a civil case in Tanzania by the Board of Trustees of National Social Security Fund in the amount of $18,463 (34,835,560 Tanzanian Schillings) plus 5% interest for statutory contributions. The Company is currently in negotiations regarding settlement of the claim. The amount claimed is included in the amounts accrued by the Company for contributions payable.

6.	Forward Gold Sales Liability
	On January 23, 2014, the Company agreed to forward sell a portion of its future gold production from the Kinyambwiga project (see Note 8(a)) to finance the capital costs of establishing a gold mine.
	During the year ended March 31, 2015, it was established that the Company would not be able to meet the physical delivery terms for the existing forward gold sales contracts in the foreseeable future (no change in assessment as of June 30, 2015). As of March 31, 2015, an aggregate amount of $103,269 received by the Company during the years ended March 31, 2015 and 2014 was reclassified from deferred revenue to forward gold sales liability and accounted for as a derivative liability. The Company made offers to the parties who forward purchased gold without any penalty interest or common share convertibility clause to either extend the delivery date under the contract, or settle an obligation in common shares of the Company. As of June 30, 2015, all of the contracts were extended for 12 months.
	A reconciliation of the changes in the forward gold sales liability is as follows:

	The investments of subscribers for the forward gold sales contracts are secured by in-ground gold assets. The Company also committed to allocate a minimum of twenty-five percent (25%) of the initial gold production from the Kunanga medium scale gold mining project and deliver such gold to the subscribers for the forward gold sales contracts. In addition, the Company has secured the contracts by issuing a pro rata security chattel agreement over the mining license area granted to the Company for the Kinyambwiga project. The pro rata portion securing the purchaser will be based on the percentage of five million dollars that the purchaser’s aggregate forward gold purchase in dollars represents of the total.
7.	Note Payable
	On July 26, 2014, the Company signed a finance agreement for $12,140 at an annual rate of 15.95% for an 11- month period, payable in monthly installments of $1,104 for general liability insurance. On October 20, 2014, the Company amended the agreement and financed an additional $10,875 for directors and officers liability insurance. Total monthly installment payments increased to $2,546. As at June 30, 2015, the balance owing under the note payable was $Nil (March 31, 2015 – $3,947).

F-10

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(Expressed in US dollars)
(Unaudited)

8.	Mineral Property Acquisition and Exploration Costs
	All of the Company’s mineral property interests are located in Tanzania.
	The following is a continuity of mineral property acquisition costs incurred during the three months ended June 30, 2015:

			Kinyambwiga			Singida			Buhemba
			Project			Project			Project			Total
			$			$			$			$
	March 31, 2015 and June 30, 2015		-			-			250,150			250,150

The following details mineral property exploration costs incurred and expensed during the three months ended June 30, 2014:

			Kinyambwiga			Singida			Other Projects			Total
			$			$			$			$
	Camp, Field Supplies and Travel		5,773			710			120			6,603
	Geological Consulting and
	Wages		30,086			-			-			30,086
	Study and Report		4,878			-			-			4,878
	Vehicle and Fuel expenses		1,315			-			-			1,315
	Other		6			-			-			6
	Total		42,058			710			120			42,888

The following details mineral property exploration costs incurred and expensed during the three months ended June 30, 2015:

			Kinyambwiga			Singida			Other Projects			Total
			$			$			$			$
	Camp, Field Supplies and Travel		865			2,983			215			4,063
	Geological Consulting and
	Wages		22,313			-			-			22,313
	Study and Report		-			-			-			-
	Vehicle and Fuel expenses		-			133			-			133
	License Payments		15,360			-			-			15,360
	Total		38,538			3,116			215			41,869

	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.
		The Kinyambwiga project is part of the Musoma Bunda Gold Project. On May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement (the “Geo Can Agreement”) with Geo Can. As a part of the Geo Can Agreement, the Company owns 100% interest of the Kinyambwiga project’s one prospecting license and 24 primary mining licenses (PMLs). 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 for 24 Primary Mining Licenses (PMLs) which are part of the Kinyambwiga Project and which are recorded in his name. During the year ended March 31, 2014, the Company submitted an application to convert the 24 PMLs into a single mining license and to transfer it over to the Company. On April 1, 2014, the Company was granted a single mining license for 10 years.

F-11

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(Expressed in US dollars)
(Unaudited)

8.	Mineral Property Acquisition and Exploration Costs (continued)

		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 production proceeds from small scale mining operations up to 60% of the net proceeds of gold production. Cumulative to June 30, 2015 and March 31, 2015, the Company has received subscription payments totaling $1,125,000 for 45 units which is recognized in other income.
		The Company agreed to forward sell a portion of its future gold production from Kinyambwiga project to finance the capital costs of establishing the Kunanaga Medium Scale Gold Mine. As of June 30, 2015, the Company has forward sold 112.37 oz of gold for the total consideration of $103,269 (see Note 6).
	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. Cumulative to June 30, 2015 and March 31, 2015, the Company has acquired a 100% interest in 23 PMLs and 20 PMLs with a 3% net smelter production royalty payments.
	c)	Buhemba Project
		Buhemba Project consists of one prospecting license that is a part of the Geo Can Agreement. The total consideration paid for the license was $112,150, of which $89,650 was paid on April 29, 2011 and $22,500 was paid on July 14, 2011. In June 2011, the Company also paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.

9.	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, 2015, 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.
10.	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 June 24, 2015, the Company granted 4,320,000 stock options to directors and officers of the Company. The stock options have been granted pursuant to the terms of the Company’s 2010 Stock Option Plan. The options are exercisable at a price of $0.051 for a term of three years and vest immediately upon issuance. The weighted average grant date fair value of stock options granted during the three months ended June 30, 2015 was $0.0499 per option. During the three months ended June 30, 2015, the Company recorded a stock-based compensation of $215,688 for these stock options.

F-12

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(Expressed in US dollars)
(Unaudited)

10.	Stock Options and Warrants (continued)
	The weighted average assumptions used in the Black-Scholes valuation model were as follows:

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

Weighted

Weighted Average

Average

Remaining

Aggregate

Number of

Exercise

Contractual Life

Intrinsic

Options

Price

(years)

Value

$

$

Outstanding, March 31, 2015

10,000,000

0.07

1.50

–

Expired

(4,920,000

)

0.15

NA

–

Granted

4,320,000

0.051

NA

–

Outstanding, June 30, 2015

9,400,000

0.06

2.79

–

	At June 30, 2015, the Company did not have any unvested options.
11.	Supplemental Cash Flow Information

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

	b)	On October 1, 2013, the Company entered into a consulting agreement with Misac Noubar Nabighian (the “Consultant”) to provide geophysical data processing and interpretation services to the Company in consideration for 0.5% of the net proceeds from the sale of any mining properties and granting the Consultant (a) a royalty on producing properties of $1.00 per ounce of gold produced or 0.25% of net smelter returns for all commercial production, 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)	During the years ended March 31, 2015 and 2014, the Company entered into forward gold sales agreements to sell a total of 112.37 oz of gold from the future gold production from the Kinyambwiga project (see Note 6). Under these agreements, the Company committed to deliver the specified quantities of gold with delivery dates ranging from December 2014 through November 2015. As of June 30, 2015, all of the delivery dates have been extended by 12 months.

F-13

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Lake Victoria Mining Company, Inc.
Notes to the Consolidated Financial Statements
June 30, 2015
(Expressed in US dollars)
(Unaudited)

12.	Commitments (continued)
	The forward gold sales agreements for 31.94 oz of gold with delivery dates ranging from December 2014 through April 2015 have a clause in the agreements whereby the Company’s failure to meet the minimum monthly production and monthly gold distribution schedules specified in the agreements results in a penalty premium equal to the US Bond Interest Rate per annum of the remaining balance of the distributable gold. As at June 30, 2015, the Company did not accrue a penalty premium payable under these agreements as the amount of penalties payable was minimal. The remaining forward gold sales agreements entered into subsequent to March 31, 2014 and accounting for 80.43 oz do not have the clauses of the interest penalty and the mandatory conversion into common stocks of the Company.
	In addition, if the minimum production and gold distribution schedules are not met for six months out of nine consecutive months, the Company is required to convert the remaining gold deliverable to common shares based on the 30-day weighted average market price of the Company’s stock. As at June 30, 2015, the Company was not yet required to convert any gold deliverables into common stocks.
13.	Subsequent event
	On August 12, 2015 the Board of Directors approved the cancellation of 750,000 stock options that were granted on February 13, 2015 with an exercise price of $0.06 per stock option expiring February 13, 2018.

F-14

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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.

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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, 2015, we experienced the following significant corporate developments:

	1.	Effective April 10, 2015, John Sutherland was appointed as a member of the Board of Directors and as a member and Chairman of the Company’s Audit Committee.
	2.	Effective April 10, 2015, David Webb resigned as a member of the Board of Directors. Mr. Webb’s resignation was not as a result of any disagreement with the Company or with its board on any matter relating to the Company’s operations, policies or practices.

Our Current Business

We are an exploration stage corporation focused on acquiring, exploring and developing gold deposits in Tanzania, East Africa. We hold 3 prospective gold projects, consisting of one mining license, 2 Prospecting Licenses (PLs) and 43 Primary Mining Licenses (PMLs), within our Tanzania property portfolio, covering approximately 32.71 square kilometers (8,083 acres).

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.

We have no revenues, we have incurred losses since inception and we have relied upon the sale of our securities to fund operations. To date, we have not discovered a NI43-101 compliant 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 However, we have received environmental (EIA) approval and a Mining License to commence gold mining on one of our gold projects mineralized target.

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 and the Mining License that we have. 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.

We may interest other companies in our properties to either participate by means of option or joint venture agreements in the exploration of our properties or to finance and establish production on discovered mineralization.

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 303.586.1390.

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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, 2015, no exploration work was undertaken on any of the projects.

Prospective Projects and Properties

The following map is a gold project location map (Map 1). For a detailed listing see Licenses – Gold Projects and License List.

Map 1: Gold Project Location Map

Musoma Bunda Murangi Gold Project

The Musoma Bunda Murangi Project is comprised of 1 Prospecting and 1 Mining License, covering 9.12 and 5.12 square kilometers respectively.

No field exploration was undertaken during this reporting period on the Kinyambwiga (PL4653/2007).

Exploration Strategy

The Prospecting License area now includes a Mining License, and covers a total area 14.24 square kilometres. The southern part of the License area, was largely covered by dark gray to black, clay rich soil and is underlain by granitic rocks with no known artisanal workings, was relinquished. The Company maintained the northern part of the License which is host to the Kanunga 1, 2 and 3 artisanal or small scale mine sites. The relinquished area is currently under application on account of a soil anomaly in the NE corner of the License.

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The relatively recent artisanal small scale mining site, located 1 kilometer along strike to the east of Kanunga 2, was abandoned by the artisanal miners. Furthermore, the artisanal miners that were mining the surface quartz rubble at Kanunga 3 in the northern part of the license have ceased operations and have also left the site.

A scoping study covering metallurgical test work, mine planning, mine scheduling (details of which were included in the 1st Quarter Report 2013) and preliminary financial evaluations has been prepared. A capital investment of US$3M is an estimated requirement for building the project.

Mine Planning

The Kanunga 1 Prospect consists of a small, conceptual gold target that is based on 40 meter spaced reverse circulation drill sections and trenches and may contain gold bearing mineralized material of between 600,000 and 1,000,000 tonnes. The estimated gold grades are between 1.50 and 2.00 g/t. The mineralized area which lies in three vein structures at Kanunga 1, is within the first 150 and 200 meters of surface. Continuity of the narrow quartz veins appears to extend along a strike length for about 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 results 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.

Mining License

The Environmental Impact Assessment (ESIA) report, completed by TANSHEQ, a local Tanzanian consulting firm specializing in Environmental Management, was submitted to the Tanzanian Government’s National Environmental Management Council (NEMC) on the 2nd August 2013 and was approved on the 23rd December 2013. The company received the approved report on January 7th, 2014 (see news release dated January 9th, 2014). The Company has been awarded the Environmental Certificate of approval, registration number EC/EIS/1106, issued under the Environmental Management Act No.20 of 2004 and signed by the Tanzanian Minister of Environment. The EIA Certificate is valid during the entire life cycle of the project based on the Company’s compliance with the General and Specific Conditions of its issuance.

The Company has already completed the Mining and Processing License Application to cover not only the Kanunga Prospect but also the 39 amalgamated Primary Mining Licenses (PMLs) previously held by the Company’s Tanzanian subsidiary. The area, totalling 5.12 square kilometers also includes the 2 other known gold occurrences at Kanunga 2 and 3. The Mining application was submitted to the Ministry of Energy and Minerals in January 2014 and a Mining License was granted in April 2014, and is valid for an initial period of 10 years.

Future work

With the Mining and Processing application approval and a Mining License being awarded by the Ministry Energy and Minerals, the Company will be in a position to proceed with the proposed mine plan once the necessary funding has been obtained.

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Singida Gold Project

No exploration work has been undertaken since 31^st March 2013.

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 September 2010 revised NI 43-101 code, the report was not submitted. Plans call for the report to be prepared under the revised NI 43-101 guidelines.

Buhemba Gold Projects: 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.

Future exploration

Metallurgical test work is to be undertaken on the oxide rock material taken from artisanal workings and from surface trenches as part of the scoping study. This tese work will help determine the viability of commencing an open pit/underground small scale mining operation at BIF Hill. Due to the moderate to steep easterly plunge of the gold a follow-up reverse circulation drill program has limited potential other than to evaluate a near surface resource and be unable to test east plunging down-dip extensions of the gold ore shoot. A substantial diamond drill program will be required to evaluate the easterly down plunging gold mineralization.

In order to obtain short term revenue for the project, a small scale open pit mining operation could be possible once an RC drill program has defined a near surface gold resource. Alternatively, in order to get a better understanding of the geology and gold mineralization, the Company could consider developing a north trending underground adit from the southern side at the base of the hill.

Handeni Gold Project

The Handeni Project, comprising of the Mkulima East Prospect (PL7148/2011) and covering a total area of 12.03 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. In 2015, the license was relinquished to the Tanzania Ministry of Energy and Minerals.

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, 2015, 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, 2015, we had approximately cash of $49,000 and working deficit of $1,783,000. We plan to spend approximately $400,000 for property compensation and $2,000,000 for development and production of small scale mining in Kinyambwiga project. We will need to raise additional funds to finance the activities on our projects. There is no assurance that such financing would be available at this time.

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, 2015 the Company received subscription payments of $1,125,000 for 45 units.

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Our estimated expenses over the next twelve months are as follows:

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 we do 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.

In addition, we may not have enough capital to complete exploration of our properties. If we have not raised sufficient funds to complete our exploration program, we will try to raise additional funds from another equity or debt offering or rely on loans from shareholders. If we require additional funds and are unable to raise the required amounts, we will have to suspend or cease operations until we succeed in raising the additional funds.

RESULTS OF OPERATIONS

Three Month Summary

Revenue

We had no operating revenues for the three month period ended June 30, 2015 and 2014. We anticipate that we will not generate any revenues until we generate additional financing to support our planned operations.

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Operating Costs and Expenses

The major components of our expenses for the three months ended June 30, 2015 and 2014 are outlined in the table below:

General and Administrative Expenses

The Company reported a loss of $320,979 for the three months ended June 30, 2015 compared with a loss of $307,517 for same period in fiscal 2014. The increased loss in the current period is mainly attributed to stock options compensation cost.

The $45,093 decrease in our general and administrative expenses for the three month period ended June 30, 2015 as compared to the same period in fiscal 2014 was primarily due to the decrease in office rent, communication expenses, promotion and shareholder relationship expenses.

Liquidity and Capital Resources

Working Capital

		June 30, 2015			March 31, 2015
Current Assets	$	53,614		$	161,878
Current Liabilities		1,837,105			1,844,582
Working Deficit	$	(1,783,491	)	$	(1,682,704	)

Cash Flows

We had a cash balance of $49,100 and working deficit of $1,783,491 as of June 30, 2015 compared to cash of 150,530 and working deficit of 1,682,704 as of March 31, 2015. We anticipate that we will incur approximately $3,000,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act 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, 2015 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 or generate earnings 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, 2015, we had a cash balance of approximately $49,000 and we estimate that we will require approximately $500,000 for general and administration costs and professional fees, and $400,000 for property compensations and 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.

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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 a cash balance of approximately $49,000 and we estimate that we will require approximately $500,000 for general and administration costs and professional fees, and $400,000 for property compensation and acquisition holding and small-scale mining evaluation, development and production 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, 2015, we have 152,329,067 shares of common stock outstanding, 9,400,000 stock options 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.

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Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve as defined by NI43-101 regulations and the Securities and Exchange Commission in its Industry Guide 7, 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.

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 of properties. Any changes in regulations or shifts in political conditions in this country are beyond our control and may adversely affect our business. Investors should assess the political and regulatory risks related to our 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 titles to our properties may be affected by prior unregistered agreements or transfers, or undetected defects. Several of our prospecting licenses are currently subject to renewal by the Ministry of Energy and Minerals of Tanzania. As a 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.

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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 nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in 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.

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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 stage 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.

Cost estimates and timing of our Kinyambwiga small scale mining project and new projects is uncertain, which may adversely affect our expected production and profitability.

The capital expenditures and time required to develop and explore our properties are considerable and changes in costs, construction schedules or both, can adversely affect project economics and expected production and profitability. There are a number of factors that can affect costs and construction schedules, including, among others:

• changes in input commodity prices and labor costs;
• availability and terms of financing;
• availability of labor, energy, transportation, equipment, and infrastructure;
• fluctuations in currency exchange rates;
• changes in anticipated tonnage, grade and metallurgical characteristics of the rock to be mined and processed;
• recovery rates of gold and other metals from the ore;
• difficulty of estimating construction costs over a period of years;
• weather and severe climate impacts; and
• potential delays related to social and community issues.

Mineralized targets and other mineralized material calculations are estimates only, and are subject to uncertainty due to factors including metal prices, inherent variability of the mineralized rock and recoverability of metal in the mining process. The calculation of mineral mineralized targets, other mineralized material and grading are estimates and depend upon geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which may prove to be unpredictable.

There is a degree of uncertainty attributable to the calculation of mineralized targets and corresponding grades. Until mineralized targets and other mineralized materials are actually mined and processed, the quantity of mineralization and grades must be considered as an estimate only. In addition, the quantity of mineralized targets and other mineralized materials may vary depending on metal prices, which largely determine whether mineralized targets and other mineralized materials are classified as potentially economic(economic to mine) or waste (uneconomic to mine). A decline in metal prices may result in previously reported mineralized targets becoming uneconomic to mine (waste). Any material change in the quantity of mineralized targets, other mineralized materials, mineralization, grade or stripping ratio may affect the economic viability of our properties. In addition, we can provide no assurance that gold recoveries or other metal recoveries experienced in small- scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

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We may not achieve our production and/or sales estimates and our costs may be higher than our estimates, thereby reducing our cash flows and negatively impacting our results of operations.

We prepare estimates of future production, sales, and costs for our operations. We develop our estimates based on, among other things, mining experience, mineralized targets and other mineralized material estimates, assumptions regarding ground conditions and physical characteristics of ores (such as hardness and presence or absence of certain metallurgical characteristics) and estimated rates and costs of mining and processing. All of our estimates are subject to numerous uncertainties, many of which are beyond our control. Our actual production and/or sales may be lower than our estimates and our actual costs may be higher than our estimates, which could negatively impact our cash flows and results of operations. While we believe that our estimates are reasonable at the time they are made, actual results will vary and such variations may be material. These estimates are necessarily speculative in nature, and it may be the case that one or more of the assumptions underlying such projections and estimates may not materialize. Investors in our common stock are cautioned not to place undue reliance on the projections and estimates set forth in this Form 10-Q.

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.

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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. Our properties are in the exploration stage only although we have achieved environmental (EIA) approval and a Mining License to commence gold mining on the mineralized target in one of our gold projects. This project is not a compliant gold reserve as defined by Canadian NI43-101 regulations or the Securities and Exchange Commission in its Industry Guide 7. We have not generated any revenues nor have we realized a profit from our operations to date. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of gold, 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.

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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, 2016, 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 affected 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

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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, 2015 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

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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
	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

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Exhibit
Number	Description

	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)
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)

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Exhibit
Number	Description
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 (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 14, 2013)
10.34	Option Agreement with Ahmed Magoma dated December 11, 2012 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.35	Strategic Partner Advisory Fee Agreement with Sattva Capital Corporation dated August 14, 2013(incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.36	Amendment to option agreement with Ahmed Magoma dated August 1, 2013 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.37	Consulting Agreement with Misac Noubar Nabighian dated October 1, 2013 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.38	Financial advisory agreement with Stope Capital Advisors dated October 25, 2013 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 14, 2013)
10.39	Form of Forward Gold sale agreement (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 14, 2014)
10.40	Amended Form of Forward Gold sale agreement (incorporated by reference from our Annual Report on Form 10-K filed on June 30, 2014)
14.1	Code of Ethics (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)
21.1	List of Subsidiaries (incorporated by reference from our from our Annual Report on Form 10-K filed on June 30, 2015)
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.

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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, 2015
By	/s/ Ming Zhu
	Ming Zhu
	Chief Financial Officer
	(Principal Accounting Officer and Principal
	Financial Officer)
Date:	August 14, 2015

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CERTIFICATIONS

I, David Kalenuik, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Lake Victoria Mining Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financials statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

August 14, 2015
/s/ David Kalenuik
David Kalenuik
President and Chief Executive Officer
(Principal Executive Officer)

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CERTIFICATIONS

I, Ming Zhu, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Lake Victoria Mining Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financials statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

August 14, 2015
/s/ Ming Zhu
Ming Zhu
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)

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CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Lake Victoria Mining Company, Inc. (the “Company”) on Form 10-Q for the three month period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Kalenuik, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that

	(1)	The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 14, 2015	By: /s/ David Kalenuik
	David Kalenuik
	President and Chief Executive Officer
	(Principal Executive Officer)

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CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Lake Victoria Mining Company, Inc. (the “Company”) on Form 10-Q for the three month period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ming Zhu., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that

	(1)	The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 14, 2015	By: /s/ Ming Zhu
	Ming Zhu
	Chief Financial Officer
	(Principal Financial Officer and Principal
	Accounting Officer)

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