UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A-1





[   ]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR[X]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITIONAL PERIOD ENDED MARCH 31, 2009





Commission File Number 000-53291





LAKE VICTORIA MINING COMPANY, INC.


(Exact name of registrant as specified in its charter)





NEVADA


(State or other jurisdiction of incorporation or organization)





1781 Larkspur Drive


Golden, CO   80401


(Address of principal executive offices, including zip code.)





(303) 586-1390


(telephone number, including area code)





Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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 (SS 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 [   ]     NO [X]





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





Large Accelerated Filer
[   ]

Accelerated Filer
[   ]Non-accelerated Filer
[   ]

Smaller Reporting Company
[X](Do not check if 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]


















To the Board of Directors and Stockholders of


Lake Victoria Mining Company, Inc.








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








We have audited the accompanying consolidated balance sheets of Lake Victoria Mining Company, Inc. (an exploration stage company) as of March 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three months ended March 31, 2009 and 2008 and for the period from December 11, 2006 (inception) to March 31, 2009. These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lake Victoria Mining Company, Inc. as of March 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended and for the period from December 11, 2006 (inception) to March 31, 2009, in conformity with accounting principles generally accepted in the United States of America.





The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses and has an accumulated deficit at March 31, 2009. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.











BEHLERMICK PS


BehlerMick PS


Spokane, Washington


June 17, 2010





F-1








-2-





PART I – FINANCIAL INFORMATION





ITEM 1.
FINANCIAL STATEMENTS





LAKE VICTORIA MINING COMPANY, INC.(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)(AN EXPLORATION STAGE COMPANY)CONSOLIDATED BALANCE SHEETSMarch 31,


March 31,2009


2008ASSETSCURRENT ASSETSCash

$
530,569


$
355,975Advances and deposits


3,792



-Advances to related party


1,537,849



977,581Total Current Assets


2,072,210



1,333,556PROPERTY AND EQUIPMENT, NET


8,322



3,485TOTAL ASSETS

$
2,080,532


$
1,337,041LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable

$
359,258


$
18,596Acquisition liabilities


300,000



-Accrued expenses


125,000



76,290Advances payable - related party


-



420Other payables


-



79Total Current Liabilities


784,258



95,385COMMITMENTS AND CONTINGENCIES


-



-STOCKHOLDERS' EQUITY (DEFICIT)Common stock, $0.001 par value;100,000,000 shares authorized, 26,522,808 and 24,582,643shares issued and outstanding, respectively


266



246Additional paid-in capital


2,935,914



2,084,249Subscription receivable


(13,280
)


(13,280
)Accumulated deficit during exploration stage


(2,315,005
)


(913,724
)607,895



1,157,491NON-CONTROLLING INTEREST


688,380



84,164Total Stockholders' Equity (Deficit)


1,296,275



1,241,655TOTAL LIABILITIES ANDSTOCKHOLDERS EQUITY (DEFICIT)

$
2,080,532


$
1,337,041







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


F-2


-3-





LAKE VICTORIA MINING COMPANY, INC.(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)(AN EXPLORATION STAGE COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three


For the Three


Period fromMonth Period


Month Period


December 11, 2006Ended


Ended


(Inception) toMarch 31, 2009


March 31, 2008


March 31, 2009REVENUE

$
-


$
-


$
-OPERATING EXPENSESGeneral and administrative expenses


167,665



147,150



1,639,856Amortization and depreciation


574



-



3,154Acquisition costs


3,880,000



-



6,465,300Exploration costs


588,419



-



1,014,167Total Operating Expense


4,636,658



147,150



9,122,477LOSS FROM OPERATIONS


(4,636,658
)


(147,150
)


(9,122,477
)OTHER INCOME(LOSS)Other income  from professional services


-



-



15,900Interest income


1,463



54



4,342Gain(loss) on long-term investments


-



-



(5,000
)Total Other Income(Loss)


1,463



54



15,242LOSS BEFORE TAXES


(4,635,195
)


(147,096
)


(9,107,235
)INCOME TAX EXPENSE (BENEFIT)


-



-



-NET LOSS

$
(4,635,195
)

$
(147,096
)

$
(9,107,235
)LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST


4,053,533



3,775



6,792,230NET LOSS ATTRIBUTABLE TO PARENT

$
(581,662
)

$
(143,321
)

$
(2,315,005
)NET LOSS PER COMMON SHARE,BASIC AND DILUTED

$
(0.02
)

$
(0.01
)WEIGHTED AVERAGE NUMBEROF COMMON SHARES OUTSTANDING,BASIC AND DILUTED


26,496,381



24,557,807













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


F-3


-4-




LAKE VICTORIA MINING COMPANY, INC.(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)(AN EXPLORATION STAGE COMPANY)CONSOLIDATED STATEMENT OF CASH FLOWSFor the Three


For the Three

Period fromMonth Period


Month Period

December 12, 2006Ended


Ended

(Inception) toMarch 31, 2009


March 31, 2008

March 31, 2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(581,662
)

$
(143,321
)

$
(2,315,005
)Adjustments to reconcile net loss to net cashAmortization and depreciation


574



-



3,154Loss in subsidiary attributed to non-controlling interest


(4,053,533
)


(3,775
)


(6,792,230
)Share payments for consulting services


-



-



197,500Share payments for mineral interest acquisition costs


3,530,000



-



5,880,300Provided (used) by operating activities:Increase in advances and deposits


(3,793
)


(273,628
)


(63,792
)Increase in advances to related party


102,805



-



(1,477,849
)Increase in accounts payable


566,238



(9,807
)


659,258Increase in accrued expenses


-



690



125,000Net cash used by operating activities


(439,372
)


(429,841
)


(3,783,664
)CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of property, plant, and equipment


-



(2,346
)


(11,476
)Proceeds of subsidiary stock issuances


-



-



1,600,305Net cash provided (used) by investing activities


-



(2,346
)


1,588,829CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of stock


-



37,950



2,739,404Payment for cancellation of stock


(14,000
)


-



(14,000
)Related party payable proceeds


-



-



420Related party payable payments


-



-



(420
)Net cash provided (used) by financing activities


(14,000
)


37,950



2,725,404Net increase (decrease) in cash and cash equivalents


(453,372
)


(394,237
)


530,569CASH AT BEGINNING OF PERIOD


983,940



750,212



-CASH AT END OF PERIOD

$
530,569


$
355,975


$
530,569SUPPLEMENTAL CASH DISCLOSURES:Income taxes paid

$
-


$
-


$
-Interest paid

$
-


$
-


$
-NON-CASH INVESTING AND FINANCING ACTIVITIES:Stock issued for subscription receivable

$
-


$
-


$
13,280










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


F-4








-5-





LAKE VICTORIA MINING COMPANY, INC.(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)(AN EXPLORATION STAGE COMPANY)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)Accumulated
Total
Non-Common Stock
Additional
Subscription
Deficit During
Stockholders'
ControllingShares
Amount
Paid-in Capital
Receivable
Exploration Stages
Equity (Deficit)
InterestBalance, at December 12, 2006
-
$
-
$
-
$
-
$
-
$
-
$
-Common stock issued in December for cashat $0.00083 per share
14,730,000

147

12,128

(9,775)

-

2,500

-Net loss for period endedDecember 31, 2006
-

-

-

-

(3,017)

(3,017)

-Balance, at December 31, 2006
14,730,000
$
147
$
12,128
$
(9,775)
$
(3,017)
$
(517)
$
-Common stock issued in February for consultingservice provided @ $0.08333 per share
2,370,000

24

197,476

-

-

197,500

-Subsidiary equity interest purchased in Marchby non-controlling interests
-

-

-

-

-

-

10Net loss for period endedMarch 31, 2007
-

-

-

-

(291,085)

(291,085)

(7,441)Balance, at March 31, 2007
17,100,000
$
171
$
209,604
$
(9,775)
$
(294,102)
$
(94,102)
$
(7,431)Common stock issued in April for cashat $0.08333 per share
5,172,000

52

430,948

(3,500)

-

427,500

-Common stock issued in October for cashat $0.625 per share
2,201,923

22

1,375,748

-

-

1,375,770

-Common stock issued in November for cashat $0.625 per share
48,000

-

30,000

-

-

30,000

-As of October, Subsidiary equity interest purchasedby non-controlling interests












100,300Miscellaneous adjustments to equity
-

-

-

(5)

-

(5)

-Net loss for period endedDecember 31, 2007
-

-

-

-

(476,301)

(476,301)

(4,930)Balance, December 31, 2007
24,521,923
$
245
$
2,046,300
$
(13,280)
$
(770,403)
$
1,262,862
$
87,939Common stock issued in February for cashat $0.625 per share
60,720

1

37,949

-

-

37,950

-Net loss for period endedMarch 31, 2008
-

-

-

-

(143,321)

(143,321)

(3,775)Balance, March 31, 2008
24,582,643
$
246
$
2,084,249
$
(13,280)
$
(913,724)
$
1,157,491
$
84,164Common stock issued in April for cashat $0.625 per share
208,000

2

129,998

-

-

130,000

-Common stock issued in December for cashat $0.41667 per share
1,765,765

18

735,667

-

-

735,684

-As of May, Subsidiary equity interest purchasedby non-controlling interests
-

-

-

-

-

-

250,000As of November, Subsidiary equity interest purchasedby non-controlling interests
-

-

-

-

-

-

250,000As of November, Subsidiary equity interest purchasedby non-controlling interests
-

-

-

-

-

-

1,000,000Subsidiary equity interest issued in December for mineralproperties acquisition
-

-

-

-

-

-

2,350,300Net loss for period endedDecember 31, 2008
-

-

-

-

(819,619)

(819,619)

(2,722,551)Balance, December 31, 2008
26,556,408
$
266
$
2,949,914
$
(13,280)
$
(1,733,343)
$
1,203,556
$
1,211,913Common stock Cancelled in January for refundat $0.41667 per share
(33,600)

-

(14,000)

-

-

(14,000)

-Subsidiary equity interest issued in January for mineralproperties acquisition
-

-

-

-

-

-

1,690,000Subsidiary equity interest issued in January for mineralproperties acquisition
-

-

-

-

-

-

1,840,000Net loss for period endedMarch 31, 2009
-

-

-

-

(581,662)

(581,662)

(4,053,533)Balance, March 31, 2009
26,522,808
$
266
$
2,935,914
$
(13,280)
$
(2,315,005)
$
607,894
$
688,380





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


F-5





-6-


LAKE VICTORIA MINING COMPANY, INC.


(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)


(AN EXPLORATION STAGE COMPANY)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2009





NOTE 1 - DESCRIPTION OF BUSINESS





Lake Victoria Mining Company, Inc. (formerly known as Kilimanjaro Mining Company, Inc.) was incorporated on December 11, 2006 under the laws of the State of Nevada.  Throughout the notes to the consolidated financial statements the term “Company” refers to the consolidated combined financial information of Kilimanjaro Mining Company, Inc. (“Kilimanjaro”) and its previously reporting subsidiary Lake Victoria Mining Company, Inc. (“Lake Victoria”). The Company is also referred to as “we”, “us” and “our”. The Company’s administrative office is located in Golden, Colorado.





On March 21, 2007, Kilimanjaro acquired upon initial capitalization 3,000,000 restricted common shares of Lake Victoria, which represented 75% of Lake Victoria’s outstanding shares. During 2008 and the first three months in 2009, the Company’s direct ownership of Lake Victoria fell below the accounting threshold of 50% for consolidation. The Company evaluated the issue of control and determined that the Company’s loss of direct ownership position was temporary as the companies shared management, directors and others in their control group and the majority interest was held by passive investors. Passive investors are investors who do not hold the securities with the purpose or effect of changing or influencing the control of the Company, or in connection with or as a participant in any transaction having that purpose or effect. However, the Company retained control of Lake Victoria and continued to consolidate and treat Lake Victoria as a subsidiary. The financial statements for the three month period ending March 31, 2009 and 2008 include Lake Victoria and the non-controlling interest, which is held by passive investors, and is reflected in these statements.





On July 8, 2009, Kilimanjaro Mining Company, Inc. and Lake Victoria Mining Company, Inc. entered into a Securities Exchange Agreement (the “acquisition”) under which Lake Victoria acquired all of the issued and outstanding common shares of Kilimanjaro.  Prior to the acquisition, Lake Victoria was a registrant with the Securities and Exchange Commission and a consolidated subsidiary of Kilimanjaro. Kilimanjaro and Lake Victoria had been under common control since each of the entities’ inception. The acquisition was completed on August 7, 2009 and the stockholders of Kilimanjaro received approximately 67% of the Company’s issued capital shares.  The acquisition was accounted for as a “reverse acquisition restructuring” and recapitalization of Kilimanjaro.  As the result of this transfer, the former stockholders of Kilimanjaro owned a majority of the outstanding shares of the common stock of the Company, and Kilimanjaro was treated as the accounting acquirer for financial statement purposes. Since Lake Victoria was a consolidated subsidiary of Kilimanjaro, all of the historical accounting information previously reported by the registrant is incorporated in the historical financial information of the Company’s consolidated financial statements. Accordingly, the two entities consolidation reflects all of the historical financial information without any modification for recognition of fair value adjustments based upon a business combination.  The equity of Kilimanjaro for accounting purposes was restated in the legal framework of its previously controlled subsidiary Lake Victoria.  The continuing legal entity is Lake Victoria Mining Company, Inc. and all equity information has been restated under its share structure and the continuing accounting of the consolidated results of operations are based upon Kilimanjaro’s consolidation of financial information from inception.





In November 2009, the Company incorporated a wholly owned subsidiary, Lake Victoria Resources (T) Ltd., in Tanzania.





On December 5, 2009, the Company passed a resolution to change its fiscal year-end from December 31 to March 31. The financial statements for the period presented are for the transitional three month period from January 1 to March 31, 2009 and the comparative period in 2008.





F-6








-7-


The principal business of the Company is to search for mineral deposits or reserves which are not in either the development or production stage. The Company is an exploration stage corporation that intends to conduct exploration activities on gold and uranium properties located in Tanzania.





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





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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





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





Accounting Method


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





Accounting Standards Codification


The Accounting Standards Codification (ASC) has become the source of authoritative U.S. generally accepted accounting principles (“GAAP”). The ASC only changes the referencing of financial accounting standards and does not change or alter existing GAAP.





Basis of Consolidation


The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. Since 2007, the Company did not own 100% of its subsidiary and accordingly, reported non-controlling interest at each of the appropriate reporting periods.





The Company adopted FASB ASC Topic 805, Business Combinations (ASC 805), and FASB ASC Topic 810-10-65, related to non-controlling interests in consolidated financial statements.  There was no impact on the Company’s consolidated financial statements as of March 31, 2009 as a result of adopting either statement.  The non-controlling interest was previously the minority interest held by certain passive shareholders at the consolidated financial statement level of Kilimanjaro, and whose interests were eliminated for accounting purposes by the August 7, 2009 share exchange agreement. The Company, after August 7, 2009, had no further non-controlling interests.





For the three months ended March 31, 2009 and 2008, losses of $4,053,533 and $3,775 respectively, were recognized as being attributed to the non-controlling interest of the Company’s controlled subsidiary.





Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all short-term investments with original maturities of three months or less to be cash equivalents. As of March 31, 2009 and 2008, the Company has $530,569 and $355,975, respectively, deposited at an FDIC insured bank. FDIC deposit insurance covers the balance of each depositor’s account for $250,000 per insured bank. Any amount beyond the basic insurance amount may expose the Company to loss.


F-7






-8-








Derivative Instruments


The Company follows the guidance of ASC Topic 815 Derivatives and Hedging. This Topic establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.





If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.





At March 31, 2009, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.





Earnings (Losses) Per Share


The Company has adopted ASC Topic 260, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted losses per share were the same, at the reporting dates, as the common stock equivalents outstanding would be considered antidilutive.





As of March 31, 2009, the Company has 4,312,500 stock warrants outstanding.  (See NOTE 12)





Exploration Stage


The Company has been in an exploration stage since its formation and has not realized any revenues from operations. It is primarily engaged in searching for mineral deposits or reserves which are not in either the development or production stage.  As of March 31, 2009, none of the Company’s mineral property interest had proven or probable reserves as determined under the requirements of SEC Industry Guide No. 7.





Fair Value of Financial Instruments


ASC Topic 820 Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.





SFAS 157 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:





Level1. Observable inputs such as quoted prices in active markets;


Level2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and





Level3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.





The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the three months ended March 31, 2009.





F-8








-9-


Foreign Currency Translation


The Company's functional currency and its reporting currency is the United States dollar. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in the Tanzanian Shilling.Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in foreign currencies are recognized as incurred in the accompanying statements of operations.





Going Concern


As shown in the accompanying financial statements, the Company has an accumulated deficit of approximately $2,315,000 incurred through March 31, 2009. The Company has no revenues, limited cash and losses from operations. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to continue the exploration for gold. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company expects to be able to meet its necessary cash outflows based upon funds received from future investments and borrowings during its exploration period.





Impairment of Long-Lived Assets


The Company follows the guidance under ASC Topic 360 Property, Plant and Equipment, which establishes a single accounting model for long-lived assets to be disposed of by sale including discontinued operations. ASC Topic 360 requires that these long-lived assets be measured at the lower of the carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. The Company evaluates its long-term assets annually for impairment.





Income Taxes


Income taxes are provided based upon the liability method of accounting pursuant to ASC Topic 740 Income Taxes. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC Topic 740 to allow recognition of such an asset.  (See NOTE 10)





Investments


Investments consist of equity securities of publicly held companies. The Company classifies investments as available for sale under ASC Topic 320 Investments – Debt and Equity Securities. Investments are carried at fair market value, which is based on quoted market prices. Unrealized holding gains and losses are included as a component of accumulated other comprehensive income (loss), net of related deferred income taxes, unless a permanent impairment in value has occurred, which is then charged to operations. Realized gains and losses from the sale of available for sale securities are determined on a specific identification basis. Dividend and interest income is recognized as earned. Investments have been classified as non-current assets in the accompanying financial statement due to management’s current intent to hold such investments.





Mineral Properties


Under US GAAP mineral property acquisition costs are ordinarily capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights are Tangible or Intangible Assets”. The carrying costs should be assessed for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets” whenever events or changes in circumstances indicate that the carrying costs may not be recoverable.





Since the Company is unable to support continued capitalization of acquisition costs the Company has chosen to expense versus capitalize its property acquisition costs until the Company identifies proven and probable reserves.





F-9








-10-





When the Company has capitalized mineral property costs, these properties will be periodically assessed for impairment of value. Once a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method. Additionally the Company expenses as incurred all maintenance and


exploration property costs.





Property and Equipment


Assets are depreciated on a straight line basis. The Company’s fixed assets with a historical cost of $11,476 are being depreciated over lives of five years. (See NOTE 5)





Use of Estimates


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





New Accounting Pronouncements


In June 2009, the FASB issued SFAS No. 168, “FASB Accounting Standards Codification” (Codification) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered nonauthoritative. Concurrently, the FASB issued Accounting Standards Update (“ASU”) 2009-01, which amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 168.The Codification is effective for interim and annual periods ending after September 15, 2009. The Codification is for disclosure only and will not impact our financial condition or results of operations. We are currently evaluating the impact to our financial reporting process of providing Codification references in our public filings.





In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167),  (now Codified under ASC Topic 810 – Consolidation).  SFAS 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 will become effective for our fiscal year beginning November 15, 2009. We are currently evaluating the effect the adoption of SFAS 167 will have on our Consolidated Financial Statements.





In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140”, (now Codified under ASC Topic 860 Transfers and Servicing). This Statement requires additional disclosures concerning a transferor’s continuing involvement with transferred financial assets. The Statement eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. The Statement is effective for fiscal years beginning after November 15, 2009. We are currently evaluating the impact that the adoption will have on our financial statements.





In May 2009, the FASB issued Statement of SFAS No. 165, Subsequent Events, (now Codified under ASC Topic 855 Subsequent Events).  This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This Statement is effective for interim and annual periods ending after June 15, 2009. The Company's adoption did not have a material impact on the interim or annual consolidated financial statements or the disclosures in those financial statements.





NOTE 3 – SUBSEQUENT BUSINESS ACQUISITION





On August 7, 2009, Lake Victoria completed the acquisition of all of the outstanding common shares of Kilimanjaro, Lake Victoria’s consolidating parent and therefore, effective as of August 7, 2009, Lake Victoria owns 100% of Kilimanjaro’s equity.


F-10






-11-








On July 8, 2009, Lake Victoria, a consolidated subsidiary of Kilimanjaro entered into a Securities Exchange Agreement to acquire 100% of the issued and outstanding shares of Kilimanjaro in exchange for 37,653,549 restricted shares of Lake Victoria’s common stock, the cancellation of 9,350,300 outstanding restricted shares of Lake Victoria held directly by Kilimanjaro and debt forgiveness of property acquisition payments consisting of 6,500,000 shares of Lake Victoria which were to be issued and $350,000 of cash payments. Kilimanjaro and Lake Victoria had been under common control since each of the entities’ inception. Effective August 7, 2009, the acquisition of Kilimanjaro was completed. As a result of the completion of this acquisition and the other related transactions, the former shareholders of Kilimanjaro owned approximately 67% of the outstanding shares of common stock of Lake Victoria representing 37,653,549 of the then 55,851,549 total issued and outstanding shares of common stock. The acquisition of Kilimanjaro was accounted for as a “reverse acquisition restructuring” and recapitalization. As the result of this transfer, the former stockholders of Kilimanjaro owned a majority of the outstanding shares of the common stock of the Company, and Kilimanjaro was treated as the accounting acquirer for financial statement purposes.  Since Lake Victoria was a consolidated subsidiary of Kilimanjaro all of the historical accounting information previously reported by the registrant is now incorporated in the historical financial information of the Company’s consolidated financial statements. Accordingly, the two entities consolidation reflects all of the historical financial information without any modification for recognition of fair value adjustments based upon a business combination. The equity of Kilimanjaro for accounting purposes was restated in the legal framework of its previously controlled subsidiary Lake Victoria. The continuing legal entity is Lake Victoria Mining Company, Inc. and all equity information has been restated as such with the continuing accounting of the consolidated results of operations based upon Kilimanjaro’s consolidations of financial information from inception.





Since the stockholders of Kilimanjaro own a majority of the outstanding shares of the common stock of the Company, the acquisition of Kilimanjaro was accounted for as a “reverse acquisition restructuring” and recapitalization. Under reverse acquisition accounting, Kilimanjaro (the legal subsidiary) has been treated as the accounting parent (acquirer) and Lake Victoria (the legal parent) has been treated as the accounting subsidiary (acquiree).  As part of the share exchange, the 18,198,000 net shares remaining of Lake Victoria which were disclosed as a non-controlling interest in the financial disclosures of Kilimanjaro are the shares recognized on the restated Statement of Stockholders’ Equity as the net share increase from the restructuring of the Company’s equity and the elimination of the non-controlling interest.





NOTE 4 - RELATED PARTY ADVANCES


The Company has contracted with Geo Can Resources Company Ltd (Geo Can), a related company with a shared common director, to perform exploration services on all of the properties.  The Company relies on Geo Can to perform all of the exploration work; if Geo Can stops providing exploration services, the Company may have to suspend operations until the Company finds a new contractor to continue exploration.  The Company has recorded liabilities totaling $700,523 owing to Geo Can as of March 31, 2009.





Also through its subsidiary, the Company advanced funds to Geo Can to find mineral properties for acquisition.  As of March 31, 2009, the Company recorded total advances of $1,537,849.  The advances bear no interest and unencumbered funds are repayable on demand.  The advances as of March 31, 2009 and 2008 have not been offset against payables nor had any encumbrances been reported to the Company.





NOTE 5 - PROPERTY AND EQUIPMENT





At March 31, 2009 and 2008, property and equipment consisted of the following:











F-11








-12-


Table 1: Property and Equipment Acquisition Cost and Accumulated Amortization





Category
As at 3/31/2009
As at 3/31/2008Cost
Accumulated

Amortization
Net Book

Value
Cost
Accumulated

Amortization
Net Book

ValueComputers Software
$
11,476
$
3,154
$
8,322
$
3,770
$
285
$
3.485$
11,476
$
3,154
$
8,322
$
3,770
$
285
$
3.485





Depreciation expenses for the three months ended March 31, 2009 and 2008 are $574 and $Nil, respectively.





NOTE 6 - LONG-TERM INVESTMENT





On June 20, 2008, the Company acquired 5,000,000 restricted common shares from Kibo Resources Company in the total consideration of $5,000. The Company held a majority interest of Kibo Resources, but classified this investment as a temporary ownership and recorded it at cost. For the period of reporting time, the Company evaluated the investment and recognized that the losses of the company attributed to the investment exceeded its value. As of March 31, 2009, the Company recognized an investment loss of $5,000 in prior periods.





NOTE 7 - ACCRUED EXPENSES





On November 1, 2007, the Company signed an employment agreement with Kilimanjaro’s vice president. According to the agreement, Kilimanjaro shall pay him 100,000 restricted common shares each year for 2007 and 2008, with a fair value of $0.75 per share in the total amount of $75,000 and $0.50 per share in the total amount of $50,000 respectively. As of March 31, 2009, no shares have been issued.





As of March 31, 2008, the Company accrued legal fees of $690 and transfer filing fees of $600.





NOTE 8 - MINERAL PROPERTY AND EXPLORATION COSTS





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





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





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





The continuity of mineral properties acquisition cost


Kalemela Gold Project
State Mining Project
Geita Project
TotalPL2747/2005
PL2910/2004
PL3006/2005
PL2702/2004

PL5469/2008
PL4339/2006
PL2806/2004(a)
(b)

(c)
(d)
(e)
(f)Balance, March 31, 2008
$
-
$
-
$
-
$
-
$
-
$
-
$
-Option related payments:Cash Consideration

75,000

125,000

125,000

30,000

30,000

200,000

585,000Share issued for Mining properties

1,750,300

750,000

750,000

50,000

50,000

2,530,000

5,880,3001,825,300

875,000

875,000

80,000

80,000

2,730,000

6,465,300Write-offsBalance, March 31, 2009
$
1,825,300
$
875,000
$
875,000
$
80,000
$
80,000
$
2,730,000
$
6,465,300





F-12






-13-





The continuity of mineral properties exploration expenditures


Kalemela Gold Project
State Mining Project
Geita Project
TotalPL2747/2005
PL2910/2004
PL3006/2005
PL2702/2004

PL5469/2008
PL4339/2006
PL2806/2004(a)
(b)

(c)
(d)
(e)
(f)Balance, March 31, 2008
$
-
$
-
$
-
$
-
$
-
$
-
$
-Exploration expenditures:Camp, Field Supplies and Travel

52,000

29,000

30,000





34,000

145,000Drilling Cost

-

-

-





188,601

188,601Geological consulting and Wages

69,680

63,600

36,000





87,540

256,820Geophysical and Geochemical

75,524

64,224

41,000





60,156

240,904Parts and equipment

4,000

8,000

4,000





-

16,000Project Administration fee

33,800

9,100

29,250





22,100

94,250Vehicle and Fuel expenses

32,284

3,248

34,260





2,800

72,592267,288

177,172

174,510

-

-

395,197

1,014,167Write-offsBalance, March 31, 2009
$
267,288
$
177,172
$
174,510
$
-
$
-
$
395,197
$
1,014,167





(a)
Kalemela Gold Project: PL2747/2004





The Company currently owns 100% interest of Kalemela project’s prospecting license 2747/2004. (See Note 12 – Subsequent Event- Mineral Properties)





On December 23, 2008, Lake Victoria issued 10% of its share Capital, 1,750,300 shares of common stock at a fair value of $1,750,300 to satisfy share obligations of the Fourth Amendment Agreement with Uyowa Gold Mining and Exploration Company Ltd for the acquisition of 80% of PL2747/2004.





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





Lake Victoria has an obligation, according to the Uyowa Fourth Amendment Agreement, to complete $750,000 of mineral exploration on PL2747/2004 within 48 months of the “Initial Payment Date”.





On July 14, 2008, Lake Victoria made cash payment of $75,000 to acquire 80% interest of Kalemela licenses PL2747/2004.





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





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





1.
The number of days or the date for the cash and shares payment (Initial Payment Date) has been amended and must occur no later than August 31, 2008.





2.
The payment amount has been increased from $20,000 to $75,000.





3.
The option to acquire a 100% interest in and to the property has been amended to an option to acquire an 80% interest in and to the property.





F-13




-14-








4.
Schedule C "Production and Pre Production Agreement" has be amended to a new Schedule C "Exploration Commitments" and commits Lake Victoria to perform a total of $1,600,000 in exploration work over a forty-eight month period from the "Initial Payment Date".





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





(b)
&  (c)  Kalemela Gold Project: PL2910/2004 &  PL 3006/2005





The Company currently owns a 100% interest in the Kalemela project’s prospecting licenses 2910/2004 and 3006/2005. (See Note 12 – Subsequent Event- Mineral Properties)





Together the three licenses, PL2747/2004, PL2910/2004 & PL3006/2005, cover an area of about 260 square kilometers. Lake Victoria has expanded an Exploration Services Agreement with Geo Can to include mineral exploration on all three licenses. Therefore, on December 9, 2008 Lake Victoria advanced an additional $225,000 to continue mineral exploration activities on PL2747/2004, PL2910/2004 and PL3006/2005. This exploration is being conducted after reviewing and agreeing on a budget for the initial mineral exploration on PL3006/2005 and PL2910/2004.





On December 23, 2008 Lake Victoria issued 600,000 shares of common stock in accordance with the agreement dated on November 18, 2008 at a fair value of $600,000.





On November 18, 2008, Lake Victoria entered into an Option To Purchase Prospecting Licenses Agreement (the “Agreement”), for PL2910/2004 and PL3006/2005, with Geo Can wherein Lake Victoria was granted the right to acquire an undivided 60% interest in and to certain property comprised of prospecting licenses, by carrying out a series of exploration programs on the property and by making certain payments to Geo Can in the form of shares of our common stock and cash as follows:





1.
Reimburse Geo Can for the costs related to annual fees and registration fees in the amount of $4,222.20.


2.
Pay Geo Can $250,000 as follows: $100,000 at closing and $150,000 on the first anniversary of closing.


3.
Allot and issue to Geo Can a total 1,500,000 shares of common stock as follows: 600,000 shares within 10 days of closing and 900,000 shares on or before the first anniversary of closing.


4.
Incur exploration expenses of $1,200,000 not later than the third anniversary of closing as follows:





(i)
$200,000 on or before the one year anniversary of closing;


(ii)
an additional $400,000 on or before the two year anniversary of closing;


(iii)
an additional $600,000 on or before the three year anniversary of closing.





In addition, Lake Victoria can acquire the remaining 40% under additional options by the payment of money and issuance of additional shares of common stock. The exercise of these additional options will cause Lake Victoria and Geo Can to associate in a joint venture, the terms of which will be contained in a joint venture agreement.





Further, upon any part of the property being placed into commercial production, Lake Victoria will pay Geo Can a royalty of 2% of net smelter returns.





(d)
& (e)  State Mining Project PL2702/2004, PL5469/2008 & PL4339/2006





The Company no longer has any interest in State Mining project’s prospecting licenses. (See Note 12 – Subsequent Event- Mineral Properties)





F-14






-15-







On December 22, 2008 Lake Victoria completed an “Option to Purchase Prospecting Licenses Agreement” with Geo Can for PL4339/2006 and PL2702/2004. Under the terms of the agreement Lake Victoria will acquire all the right, title and interest of Geo Can, in and to the exclusive option that Geo Can has (“Geo Can Option”) through the “Mineral Property Option to Purchase Agreement” dated May 20, 2008 between Geo Can and State Mining Corporation, Tanzania. Lake Victoria will have the exclusive and irrevocable option to acquire from State Mining Corporation a 90% undivided interest in PL4339/2006 and PL2702/2004 through the Geo Can Option, pursuant to the terms and conditions of the agreement.





In consideration for a 90% undivided interest Option on PL4339/2006 and PL2702/2004 Lake Victoria agreed that:





With respect to the Option and within 15 Business Days of our Board of Directors acceptance of the transactions contemplated we will:





1.
issue 50,000 Shares per license to Geo Can or its assignee; and





2.
pay $10,000 per license to Geo Can or its assignee within 180 days of the Approval Date; and





3.
assume all payments and obligations under the Geo Can Option; and





4.
pay Geo Can the 2.5% Net Smelter Royalty as contained in Schedule C of the agreement.





Under the terms of the “Mineral Property Option to Purchase Agreement” dated May 20, 2008 between Geo Can and State Mining Corporation, Tanzania that Lake Victoria is assuming Lake Victoria shall:





1.
Pay State Mining Company $30,000 per license listed; that is PL4339/2006 and PL2702/2004 and





2.
Thirty thousand dollars ($30,000) per license annually on subsequent anniversary dates of issuance of confirmation from the Commissioner of Minerals of registration of the Mineral Property Option to Purchase Agreement up to the date of completing a Bankable Feasibility Study and





Complete the following minimum exploration expenditures





1.
Shall spend a minimum of $100,000 per license per annum on exploration up to completion of Bankable Feasibility Study and announcement of Production Decision.





2.
shall maintain a free 10% carried interest to the benefit of the OWNER through to mining production.





(f)
Geita Project PL2806/2004





The Company currently owns a 100% interest in the Geita project’s prospecting license 2806/2004 (See Note 12 – Subsequent Event- Mineral Properties).





On February 13, 2009, the Company issued 4,000,000 shares of common stock, in accordance with the January 27, 2009 Option Agreement, at a fair value of $1,840,000 and paid $50,000 in Cash.





On January 27, 2009, Lake Victoria has executed a definitive Option Agreement (the “Option”) with Geo Can Resources Company Limited to earn a 50% interest in Geo Can’s Geita Gold Project, Prospecting License Number PL2806. Under the terms of the “Option” Lake Victoria will acquire a 50% interest in the “Property” totaling 43.77 sq km. The property shares an 11 kilometer common northern boundary with AngloGold-Ashanti’s world class Geita Gold Mine. The “Option” also provides for Lake Victoria to acquire through “Remaining Interest Options” up to a 75% interest in the gold project.





F-15






-16-








Under the terms of the Option agreement, Lake Victoria will make cash payments and issue common shares to Geo Can and must complete first year minimum exploration expenditures on the “Property”.





1.1  Geo Can hereby grants to Lake Victoria (or such wholly-owned subsidiary of Lake Victoria as Lake Victoria may request) an option to acquire an undivided fifty percent (50%) interest (the “Option”) in and to the Property and, as consideration, and subject to Board acceptance in respect of the Option and this Agreement, Lake Victoria hereby agrees to reimburse Geo Can for the annual fees and registration fees incurred by Geo Can to register, transfer and maintain the Claims in the amount of $1,823 (to be paid on the Closing Date) and to:


1.
pay $200,000 to Geo Can as follows:





(i)
$50,000 on the Closing Date; less any deposit advanced





(ii)
$150,000 on or before the one year anniversary of the Closing Date;





(i)  and





2.
allot and issue to the Geo Can a total of 5,500,000 Shares, as fully paid and non-assessable, as follows:





(i)
4,000,000 Shares within seven (7) days of the Closing Date;





(ii)
1,500,000 Shares on or before the one year anniversary of the Closing Date;





(ii)  and





incur Exploration Expenses aggregating at least $2,000,000 not later than the first anniversary of the Closing Date, as follows:





(i)
$650,000 within 180 days of the Closing Date;





(ii)
an additional $1,350,000 on or before the first year anniversary of the Closing Date;





NOTE 8 - 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 March 31, 2009, the Company has not issued any preferred stock.





Common Stock


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





Kilimanjaro Issuances:





In January, 2009, the Company cancelled 33,600 shares of common stock at approximately $0.41667 per share and refunded an investor a total amount of $14,000.





In December, 2008, the Company issued 1,765,765 shares of common stock at approximately $0.41667 per share in consideration of $735,684.





In April, 2008, the Company issued 268,720 shares of common stock at $0.625 per share in consideration of $167,950.





F-16




-17-







In December, 2007, the Company issued 48,000 shares of common stock at $0.625 per share in consideration of $30,000.





In October, 2007, the Company issued 2,201,923 shares of common stock at $0.625 per share in consideration of $1,375,770.





In April 2007, the Company issued 5,172,000 shares of common stock at approximately $0.083 per share in consideration of $431,000.





In February 2007, the Company issued 2,370,000 shares of common stock at fair value of approximately $0.083 per share on payment of consulting services in the amount of 197,500.





In December 2006, the Company issued 14,730,000 shares of common stock at approximately $0.00083 per share for cash of $2,500 and a subscription receivable of $9,775.





Lake Victoria Issuances for Non-controlling Interests:





Lake Victoria, prior to the share exchange agreement with its controlling parent company, Kilimanjaro, issued the following shares as the reporting registrant and subsidiary of Kilimanjaro:





On February 13, 2009, the Lake Victoria issued 4,000,000 shares of common stock at a fair value of $1,840,000 in accordance with the January 21, 2009 Option to Purchase agreement for Geita PL 2806/2004.  All of these shares were acquired by Kilimanjaro as part of a Property Purchase Agreement in May 2009.





On January 21, 2009, Lake Victoria entered into an option to purchase prospecting license agreement with Geo Can Resources Ltd. to acquire prospecting license PL2806/2004 in the Geita District. The total consideration would include an aggregate cash payment of $200,000 and issuance of 5,500,000 shares of common stock with a fair value of $1,690,000.  As part of the Security Exchange Agreement executed on August 7, 2009, this transaction was cancelled.





On December 23, 2008, Lake Victoria issued 10% of share capital, 1,750,300 shares of common stock at a fair value of $1,750,300 to satisfy share obligations of the Fourth Amendment Agreement with Uyowa Gold Mining and Exploration Company Ltd for the acquisition of 80% of PL2747/2004.





On November 18, 2008, Lake Victoria entered into an Option Purchase Prospecting Licenses Agreement with Geo Can Resources Company Ltd to acquire a 60% interest of two Prospecting Licenses, PL2910/2004 and PL3006/2005 in Tanzania. The total consideration included an aggregate cash payment of $250,000 and issuance of 1,500,000 shares of common stock. On December 23, 2008, Lake Victoria issued 600,000 shares of common stock at a fair value of $600,000.





On November 18, 2008 Lake Victoria sold 4,000,000 units to three individuals in consideration of $1,000,000. Each unit consists of one share of common stock and an option to purchase up to 100% of additional shares of common stock with the exercise price of $1.00.





On November 10, 2008, Lake Victoria sold 125,000 units to one individual in consideration of $50,000. Each unit consists of one share of common stock and an option to purchase up to 50% of additional shares of common stock with the exercise price of $1.10.





On October 19, 2008, Lake Victoria sold 125,000 units to one individual in consideration of $50,000.  Each unit consists of one share of common stock and an option to purchase up to 50% of additional shares of common stock with the exercise price of $1.10.








F-17




-18-







On October 10, 2008, Lake Victoria sold 375,000 units to one individual in consideration of $150,000. Each unit consists of one share of common stock and an option to purchase up to 50% of additional shares of common stock with the exercise price of $1.10.





The fair value of the 4,312,500 stock warrants issued in connection with October and November share issuances was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 0.39%; expected life of one year and five months; and volatility of 93%. A fair value of $332,000 was estimated.





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





On October 17, 2007, the Company completed a public offering of 1,003,000 shares of common stock at a price of $0.10 per share for cash of $100,300.





In March 2007, the subsidiary of the Company issued 1,000,000 shares of common stock for cash consideration of $5 and a subscription receivable of $5.








NOTE 10 - INCOME TAXES





At March 31, 2009 and 2008, the Company had deferred tax assets (calculated at an expected rate of 34%) of approximately $787,000 and $310,000 principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance equal to the deferred tax asset has been established at March 31, 2009 and 2008. The significant components of the deferred tax asset at March 31, 2009 and 2008 were as follows:





March 31, 2009


March 31, 2008Operating loss balance:

$
(2,315,000
)

$
(913,000
)Deferred tax asset

$
787,000


$
310,000Deferred tax asset valuation allowance


(787,000
)


(310,000
)Net deferred tax asset

$
-


$
-





At March 31, 2009 and 2008, the Company has net operating loss carryforwards of approximately $2,315,000 and 913,000, which expire in the years 2023-2024. The change in valuation allowance from March 31, 2008 to March 31, 2009 was $477,000.





Although we believe that our estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which cannot be predicted at this time. Furthermore, the availability of net operating losses would be limited by the future action of the Company and its investors. Losses recognized in certain financial reporting subsidiaries may only be available at the subsidiary level and not as part of a consolidated tax filing.











F-18





-19-


NOTE 11 - COMMITMENTS AND CONTINGENCIES





The Company signed exploration services agreements with Geo Can to perform mining exploration on all properties. According to the services agreements, the Company has an obligation to incur exploration expenses as follows:





Kalemela Gold Project: PL2747/2004


Lake Victoria shall complete $187,500 of mineral exploration on PL2747/2004 within twelve months of the “Initial Payment Date” which is July 13, 2008.





Kalemela Gold Project: PL2910/2004 & PL 3006/2005


Lake Victoria shall incur exploration expenses of $200,000 on or before the one year anniversary of the closing date which is November 18, 2009.,





According to the Kalemela Gold PL2910/2004 and PL3006/2005 option agreement which signed on November 18, 2008, Lake Victoria shall pay $150,000 in cash and issue 900,000 shares on or before the one year anniversary of the closing date which is November 18, 2009.





State Mining Project PL2702/2004, PL5469/2008 & PL4339/2006


Lake Victoria shall spend a minimum of $100,000 per license per annum on exploration up to completion of a Bankable Feasibility Study and the announcement of a Production Decision.





Geita Project PL2806/2004




(b)  The Company shall incur Exploration Expenses aggregating at least $2,000,000 not later than the first anniversary of the Closing Date as follows:


(i)
$650,000 within 180 days of the Closing Date which is July 28,2009;


(ii)
an additional $1,350,000 on or before the first year anniversary of the Closing Date which is January 28, 2010





NOTE 12 - SUBSEQUENT EVENTS





On November 9, 2009, the Company incorporated a wholly owned subsidiary, Lake Victoria Resources (T) Ltd., in Tanzania to perform all exploration and mining activities on the Company’s mineral properties.





Share Issuances





Post-acquisition Issuances





As of May 28, 2010, the Company completed a private placement of 10,473,000 units at $0.20 per share for total consideration of $2,094,600.  Each Unit consists of one share of common stock and one redeemable warrant.  One redeemable warrant and payment of $1.25 entitles the holder to purchase one additional share of common stock.  The exercise period of the redeemable warrants is thirty-six months from January 28, 2010. Included in the private placement were 1,350,000 units issued to three directors and officers for $270,000.





On April 13, 2010, the Company issued 85,000 restricted shares of common stock for business development services provided by POP Holdings Ltd. and valued the services at $37,400.





On December 31, 2009, the Company sold 2,701,001 units for total consideration of $1,574,704, net of costs of $45,900. Each unit consists of one share of common stock and one redeemable warrant. Two redeemable warrants and payment of $1.25 entitles the holder to purchase one additional share of common stock. The exercise period of the redeemable warrants is thirty-six months from September 9, 2009.





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Table 1: Warrants





Expiration Date
Number of Warrants
Exercise Price
Shares Issued Upon ExerciseApril 30, 2010
312,500
$1.10
312,500May 31, 2010
4,000,000
$1.00
4,000,000September 8, 2012
2,701,001
$0.63
1,350,501January 27, 2013
10,473,000
$1.25
10,473,00017,486,501

16,136,001





As part of the acquisition effective August 7, 2009, the Company acquired 4,312,500 outstanding stock warrants of the prior subsidiary to be exercised by investors.





On December 31, 2009, the Company entered into a Geological and Business Development Consulting Services Agreement with Jack V. Everett (“Everett”) under which Everett will provide public relations, geological, and consulting services to us and the Company agrees to compensate Everett on a quarterly basis in two methods: (a) cash and (b) restricted common shares of the Company. The quarterly compensation will be agreed upon, in advance of each quarter, by the Company and Everett. Accordingly, upon execution of the agreement the Company paid Everett a cash payment of $20,000 and issued him 68,775 restricted common shares of the Company’s stock valued at $42,641. Subsequently, on May 10, 2010 the Company paid Everett a cash payment of $21,265 and on April 13, 2010 issued him 153,525 restricted common shares of the Company’s stock valued at $67,551. The term of the consulting agreement is twelve months.





On October 30, 2009, the Company entered into a public relations, advisory, and consulting services agreement with Stocks that Move. The term of the agreement is for a period of twelve months. Total consideration for the services was 1,450,000 restricted common shares. On November 15, 2009, the Company issued 1,450,000 restricted shares of common stock and valued the services at $1,218,000.





On November 5, 2009, the Company issued 456,250 restricted shares of common stock for business development services provided by POP Holding and Vertvet Management Services Ltd. and valued the services at $273,750.





Acquisition Issuances





According to the share exchange agreement, Kilimanjaro, on August 7, 2009, cancelled 4,000,000 common shares held in its subsidiary, Lake Victoria, of which 3,000,000 shares were originally issued to Kilimanjaro and 1,000,000 shares to former directors on March 14, 2007, the inception of the subsidiary.  Also in accordance with the share exchange agreement Kilimanjaro, on August 7, 2009, cancelled 6,350,300 common shares in its subsidiary Lake Victoria which included 2,350,300 shares issued on December 23, 2008 and 4,000,000 shares issued on February 13, 2009 to Geo Can Resources Company Ltd. that were acquired in May 2009 by Kilimanjaro.





On August 7, 2009 the Company issued 37,653,549 common shares pursuant to a share exchange agreement with Kilimanjaro. Of these shares, 24,478,300 had been issued originally by Kilimanjaro prior to December 31, 2008.





Kilimanjaro Issuances





The remaining portions of the underlying shares were issued by Kilimanjaro prior to the August 7, 2009 share exchange agreement for the following purposes:





1,747,200 were issued for cash at $0.20833 per share


6,211,500 were issued for acquisition of mineral properties


3,172,042 were issued for payment of consulting services





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Lake Victoria Issuances





Lake Victoria, prior to the share exchange agreement with its controlling parent company, Kilimanjaro, issued the following shares as the reporting registrant and subsidiary of Kilimanjaro:





On April 15, 2009, Lake Victoria granted 70,000 restricted common shares at a fair value of $35,000 to officers and directors. The shares were issued on August 4, 2009.





Contracts and Agreements





On May 11, 2010, we entered into an agreement with Clive Howard Matthew King (“King”) to provide services to us as our Senior Geological Consultant. In consideration of the foregoing we will pay King a base compensation of $15,000 per month for the first six months, to be increased to $20,000 per month after the initial six months; eligibility of a bonus of 100,000 shares at the end of six months; and at the end of 12 months the Company will grant King 300,000 stock options.





On January 4, 2010, the Company entered into a finder’s fee agreement with Robert A. Young (“Young”) wherein we agreed to pay Young fees for introducing us to investors who invested in our private placements and joint ventures.  The fee will be 10% of the first $10,000,000 and 5% of amounts in excess of $10,000,000.  The term of finder’s fee agreement is five years.





On December 3, 2009, the Company entered into a Consulting Services Agreement (the “Agreement”) with Robert Lupo (the “consultant”). The consultant will provide public relations, advisory, and consulting services to the Company in conjunction with the development of the Company’s marketing plan, business plan, and goals. The contract has a one year term, and 300,000 shares of restricted stock will be issued within 30 days after the date of this contract.  On December 31, 2009 we executed an addendum to the Agreement in order to extend the term of the agreement by an additional 60 days and included a probationary period of 60 days to evaluate the services and determine compensation. On March 1, 2010, the Company and Robert Lupo mutually agreed to terminate the agreement.





On October 31, 2009 the Company and Hampton Park LLC mutually agreed to extend the payment due date for the sale of Kibo Resources Company shares to November 30, 2009. In December, 2009, the Company received the payment.





Mineral Properties





On May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement (the “Agreement”) with Geo Can Resources Company Limited (“Geo Can”). Under the terms of the agreement Kilimanjaro acquired 100% interests of the mineral property assets which included 33 gold prospecting licenses and 13 uranium licenses. Geo Can had entered into property agreements regarding some of these resource properties with Lake Victoria before the share purchase agreement and now Geo Can no longer has any interest in those prior property agreements.





All exploration and payment commitments as per agreements between Geo Can and the Company for the Geita and Kalemela projects were cancelled as part of the agreement between Geo Can and Kilimanjaro prior to the August 7, 2009 share exchange agreement.





Both companies have mutually agreed that the exploration agreements will be terminated once the Company incorporates its own exploration subsidiary in Tanzania. Subsequent to March 31, 2009 the Company incorporated a Tanzania subsidiary. There are no payments in default as of the date of this filing.





1)
Kalemela Gold Project: PL2747/2004, PL2910/2004 & PL 3006/2005





As a part of the Agreement, Kilimanjaro owns a 100% interest in the Kalemela Gold Project’s three prospecting licenses.





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2)
State Mining Project: PL2702/2004, PL5469/2008 & PL4339/2006





On August 10, 2009, the Company decided to release the above three licenses and transferred them back to State Mining Company on August 11 and September 15, 2009.  The Company has abandoned its interests in this project and will not be involved in further exploration activities on the three licenses.





3)
Geita Project: PL2806/2004


As a part of the Agreement, the Company owns a 100% interest in the Geita project’s one prospecting license.





4)
Kinyambwiga Project:  PL4653/2007





As part of the Agreement, the Company owns a 100% interest in the Kinyambwiga Project’s PL4653/2007. A director of the Company entered into Mineral Purchase agreements with 24 PML’s which are part of the Kinyambwiga Project and which are recorded in his name and are to be transferred over to the Company at a future date.





5)
Singida Project





On January 19, 2010, a director on behalf of the Company signed second addendums to Singida mineral properties sales and purchase agreements (“mineral agreement”) originally executed in 2009. The addendums revised the secondary payments of the mineral agreements as follows,





(A)
First payment of 50% of the Secondary Payment is to be paid as follows:


1.
20% of the first payment of 50% of the Secondary Payment in the amount of $215,659 shall be paid upon execution of the addendums2.
30% of the first payment of 50% of the Secondary Payment in the amount of $323,489 shall be paid within two and eight weeks after the Company receives confirmation of the transfer of PMLs.3.
50% of the first payment of 50% of the Secondary Payment in the amount of $539,148 shall be paid within six and seven and one half months of the date of the execution of the addendums





(B)
50% of Secondary Payment in the amount of $1,078,295 within twelve and thirteen and one half months of the date of the execution of the Second Addendums.





On October 27, 2009, the Company signed and renewed a Mineral Properties Purchase Financing Agreement with one director of the Company which replaced the initial agreement with Kilimanjaro Mining on May 15, 2009.  According to the renewed agreement, the Company shall provide all the finances required for acquiring and developing the PMLs in the Singida Project area and the Company will continue to have a 100% beneficial interest in all PMLs acquired by the director pursuant to the initial and renewed agreement.





On May 15, 2009, Kilimanjaro signed a Mineral Financing Agreement with one director of Kilimanjaro authorizing him, on behalf of Kilimanjaro, to acquire Primary Mining Licenses (“PMLs”) in the Singida area. In 2009, the director entered into Mineral Properties Sales and Purchase agreements with various PML owners providing Kilimanjaro with the option to acquire 54 different PMLs in the Singida area. 22 PML agreements have been completed and these PMLs have been 100% acquired and the Company has the option to acquire 37 additional and different PMLs in the Singida area. Under the terms of these agreements, if the option to purchase is completed on all of these PMLs, then the total purchase consideration will be $4,924,846. Of this amount, $54,000 has already been paid and $61,482 is accrued as a short term liability. At the option of Kilimanjaro certain additional option payments may be paid.








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At the option of Kilimanjaro, a secondary payment of $1,697,415 is to be paid within 120 days, which may be extended to 240 days in certain circumstances and a final payment of $3,173,432 is to be paid within 730 days. Also, at the option of the Company, a 2% Net Smelter Production royalty or 2% of the Net Sale Value may be substituted in place of the final payment and paid on a pro rata basis determined by the total final number of PMLs involved in a special mining license.





6)
Other projects





On May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement with Geo Can. Under the terms of the agreement Kilimanjaro acquired 100% interests of the mineral property assets of Geo Can which included 33 gold prospecting licenses and 13 uranium licenses. Included in this agreement were the Kalemela project licenses, the Geita project license and the Kinyambwiga project license.





Note Payable





On May 22, 2009, the Company signed a finance agreement for payment of insurance in the total amount of $12,000 at an annual rate of 8.348% with monthly installments of $1,380.





Related Parties/Concentrations





On May 15, 2009, Kilimanjaro 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 December 31, 2009, this director has entered into Mineral Properties Sales and Purchase agreements with various PML owners providing the Company with the option to acquire 59 different PMLs in the Singida area. Under the terms of these agreements, if the option to purchase is completed on all these PMLs, then the total purchase consideration will be $7,029,404.





All exploration and payment commitments as per agreements between Geo Can and the Company for the Geita, Kinyambwiga and Kalemela projects were cancelled as part of the agreement between Geo Can and Kilimanjaro prior to the August 7, 2009 share exchange agreement. Both companies have mutually agreed that the exploration agreements were terminated in November 2009 when the Company incorporated its own exploration subsidiary, Lake Victoria Resources (T) in Tanzania.





The same director of the Company entered into Mineral Purchase agreements with 24 PML’s which are part of the Kinyambwiga Project and which are recorded in his name and are to be transferred over to the Company at a future date.





On May 4, 2009, the Company acquired a 100% interest in 33 gold licenses and 13 uranium licenses from Geo Can. As part of the agreement, Kilimanjaro obtained 6,350,300 restricted common shares of Lake Victoria, Kilimanjaro’s controlled subsidiary, at a fair value of $3,048,144 from Geo Can. The payment includes a share payment of 6,211,500 common shares with a fair value of $259,000 and the cancellation of $1,500,000 of funds advanced to Geo Can. Geo Can had entered into property agreements regarding some of these resource properties with Lake Victoria before the share purchase agreement and now Geo Can no longer has any interest in those prior property agreements.














F-23


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





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





Results of Operations/Plan of Operation





For the three months ending March 31, 2009 compared to three months ending March 31, 2008:





For the three months ending March 31, 2009, we recorded a net loss before attribution of the non-controlling interest of $4,635,195. After attribution of the non-controlling interest of $4,053,533, the loss attributed to the Company was $581,662, or $0.02 per share. For the three months ending March 31, 2008, we recorded a net loss before attribution of the non-controlling interest of $147,096. After attribution of the non-controlling interest of $3,775, the loss attributed to the Company was $143,321, or $0.01 per share. All discussions of expenses reflect no attribution to the non-controlling interest.





General and administrative expense for the three months ending March 31, 2009 increased by $20,515 to $167,665 compared to $147,150 for the same period in 2008.





Property acquisition costs during the 2009 three month period increased to $3,880,000 compared to nothing being expensed in 2008 which resulted from property acquisition option payments made in 2009.





Exploration costs during the 2009 three month period increased to $588,419 as compared to nothing being expensed for the same period of 2008, reflected by an increase in exploration activities in the Geita and Kalemela Projects.





The following discussions provide on update of the Company’s most current funding activities:





As of May 28, 2010, the Company completed a private placement of 10,473,000 units at $0.20 per share for total consideration of $2,094,600.  Each Unit consists of one share of common stock and one redeemable warrant.  One redeemable warrant and payment of $1.25 entitles the holder to purchase one additional share of common stock.  The exercise period of the redeemable warrants is thirty-six months from January 28, 2010. Included in the private placement were 1,350,000 units issued to three directors and officers for $270,000.





On December 31, 2009, the Company completed a non-brokered private placement of 2,701,001 units at $0.60 per share for cash of $1,574,704, net of cost of $45,900. Each unit consists of one share of common stock and one redeemable warrant. Two redeemable warrants and payment of $1.25 entitles the holder to purchase one additional share of common stock. The exercise period of the redeemable warrants is thirty-six months from September 9, 2009.





On November 9, 2009, we incorporated Lake Victoria Resources (T) Ltd, in Tanzania, as a wholly owned subsidiary corporation to conduct exploration and mining activities on all of our mineral properties.





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On July 8, 2009, Kilimanjaro Mining Company, Inc. and Lake Victoria Mining Company, Inc. entered into a Securities Exchange Agreement (the “acquisition”) under which Lake Victoria acquired all of the issued and outstanding common shares of  Kilimanjaro.  Prior to the acquisition, Lake Victoria was a registrant with the Securities and Exchange Commission and a consolidated subsidiary of Kilimanjaro. Kilimanjaro and Lake Victoria had been under common control since each of the entities’ inceptions. The acquisition was completed on August 7, 2009 and the stockholders of Kilimanjaro received approximately 67% of the Company’s issued capital shares.  The acquisition was accounted for as a “reverse acquisition restructuring” and recapitalization of Kilimanjaro.  As the result of this transfer, the former stockholders of Kilimanjaro owned a majority of the outstanding shares of the common stock of the Company, and Kilimanjaro was treated as the accounting acquirer for financial statement purposes. Since Lake Victoria was a consolidated subsidiary of Kilimanjaro, all of the historical accounting information previously reported by the registrant is incorporated in the historical financial information of the Company’s consolidated financial statements. Accordingly, the two entities consolidation reflects all of the historical financial information without any modification for recognition of fair value adjustments based upon a business combination.  The equity of Kilimanjaro for accounting purposes was restated in the legal framework of its previously controlled subsidiary Lake Victoria.  The continuing legal entity is Lake Victoria Mining Company, Inc. and all equity information has been restated under its share structure and the continuing accounting of the consolidated results of operations are based upon Kilimanjaro’s consolidation of financial information from inception.





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 consultant if the property contains resources and/or reserves. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average 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 and you will lose your investment.





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





We must continue to conduct exploration to determine what amount of gold and other minerals, if any, exist in our properties and if any minerals which are found can be economically extracted and profitably processed. We contracted with Geo Can Resources Company Limited (“Geo Can”), a related company with a shared common director, which is a contract services exploration company in Tanzania, East Africa, to perform exploration services on all our properties. We had relied on Geo Can to do all such work until the formation of our Tanzanian subsidiary.





PROJECTS





On May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement with Geo Can Resources Company Limited (“Geo Can”). Under the terms of the agreement Kilimanjaro acquired a 100% interest of the mineral property assets of Geo Can which included 33 gold prospecting licenses and 13 uranium licenses. Geo Can had entered into property agreements regarding some of these resource properties with Lake Victoria before the share purchase agreement and now Geo Can no longer has any interest in those prior property agreements.





The May 4, 2009 Property Acquisition dramatically increased our prospecting property portfolio in Tanzania overnight. All of the Company’s mineral property interests are located in Tanzania. Geo Can holds resource properties in trust for Kilimanjaro. Most of the resource property interests are still formally registered to Geo Can to save on registration fees until the annual filing for each property comes due at which time the formal registration of each property will be transferred to Kilimanjaro or as directed by Kilimanjaro.




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Kalemela Gold Project





The Kalemela project is comprised of PL2747/2004, PL2910/2004, PL3006/2005, PL2892/2009, PL5912/2009 and PL5988/2009 totaling approximately 253.80 sq. km.  The first event that occurred, on April 1, 2007, was the acquisition of the prospecting license, PL2747/2004 from Uyowa Gold Mining and Exploration Company Limited, P.O. Box 3167, Dar es Salaam, Tanzania. Kalemela Gold Project license number: PL2747/2004 is located within the Southeastern Lake Victoria Goldfields in Northern Tanzania in Magu District, Mwanza Region and is approximately 125 kilometers northeast of Mwanza. This was followed by a physical examination of the property by Dr. Roger A. Newell, a geologist, our president and director. The license is recorded in Geo Can’s name. Following the initial examination, we entered an Exploration Services Agreement with Geo Can to conduct geologic mapping, soil and rock sampling and ground magnetic surveys.





Subsequently, on November 18, 2008 we acquired two adjacent and contiguous licenses PL3006/2005 and PL2910/2004. We expanded our mineral exploration budget with Geo Can to complete a similar initial exploration program that was conducted on PL2747/2004. We have completed the initial exploration of PL3006/2005 and PL2910/2004.  The three licenses totaled about 260 square kilometers. Results of geologic mapping, ground magnetic surveying and soil and rock sampling have identified exploration sites suitable for electrical induced polarization (I.P.) geophysical surveys to further define possible drill targets. Depending on available resources and project scheduling, follow up soil sampling will be conducted to confirm previous sampling results, followed by a targeted electrically induced polariztion (I.P.) geophysical survey and a possible initial drill program. No additional work was conducted on the Kalemela project during this reporting period.





State Mining Project





On December 22, 2008, we completed an “Option to Purchase Prospecting Licenses Agreement” with Geo Can for PL4339/2006 and PL2702/2004. Under the terms of the agreement and the consideration paid, we acquired the exclusive and irrevocable option to acquire from the State Mining Corporation a 90% undivided interest in PL4339/2006 and PL2702/2004 through the Geo Can Option. Dr. Roger A. Newell and Mr. Ahmed Magoma completed a field visit to PL2702 and PL5469 on January 19th 2009. Shallow iron stained artisanal mine pits are present and these pits reveal 0.5 meter to 1 meter thick northeast striking and steeply dipping quartz veins. Evidence of earlier RAB drilling was also observed. Plans and budgets for the mineral exploration program on these properties were prepared with intent for the program to be conducted during the last two quarters of 2009.





On August 10, 2009, the Company decided to release the above three licenses and transferred them back to State Mining Company on August 11 and September 15, 2009.  The Company has abandoned its interests in this project and will not be involved any further exploration activities.





Geita Gold Project





On January 27, 2009, we executed a definitive Option Agreement (the “Option”) with Geo Can to earn a 50% interest in Geo Can’s Geita Gold Project, Prospecting License Number PL2806. Under the terms of the Option, we acquired a 50% interest in the “Property” totaling 43.77 sq km. The “Option” also provides for the Company to acquire, through “Remaining Interest Options,” up to a 75% interest in the gold project. The Geita Gold Project (License number: PL2806/2004) is located in Northern Tanzania within the Lake Victoria goldfields in the Geita District, Mwanza Region. This license is approximately 300 meters south of AngloGold-Ashanti’s world-class Nyankanga gold deposit, about 6 kilometers west of the town of Geita and about 78 kilometers west of Mwanza. The original prospecting license PL2806 has been divided and the project is now comprised of two licenses: PL2806/2004 – 21.59 sq.km. and PL5958/2009 – 20.85 sq.km. which totals about 42.44 sq.km.






-27-





During 2008 Geo Can completed detailed ground magnetic surveys, and both reconnaissance and detailed electrical prospecting (induced polarization, I.P.) surveys. Following this work, we commenced drilling on the Geita Project in January, 2009 and completed 37 reverse circulation drill holes for a total of 3,508 meters (11,506 feet). The drilling identified sub-economic gold values; the best mineralized intersection was 2 meters of 3.03 grams per metric ton from 50 meters to 52 meters in drill hole GR-15. The geophysical and geological information continues to be reviewed to determine if additional exploration targets exist that justify additional work. No additional work was conducted on the project during this reporting period.





Kinyambwiga Gold Project





The Kinyambwiga Gold Project is about 208 kilometers northeast of the city of Mwanza in northern Tanzania. On April 2, 2009 we completed an “Option to Purchase Prospecting Licenses Agreement” with Geo Can for PL4653/2007. Under the terms of the agreement and the consideration paid, we will acquire the exclusive and irrevocable option to acquire from Geo Can an 80% undivided interest in PL4653/2007.  Previous exploration work completed included: geological and regolith mapping, ground magnetics at 200m grid, geochemical soil sampling at 200X50 grid, trenching, pitting and 6000 meters of Rotary Air Blast (RAB) and 1300 meters of Reverse Circulation (RC) drilling. A detailed ground magnetic survey at 50m grid spacing was completed on a portion of the prospecting license, and on June 4th, 2009 we began to excavate exploration trenches to further expose previously identified quartz veins. Over 50 trenches have been excavated and rock samples from the trenches have been submitted to an assay laboratory.  Detailed ground magnetic surveying suggested that the previously identified quartz veins have a strike length of at least one kilometer.  A detailed trenching program further defined the quartz veins, and 134 samples collected from 22 trenches averaged 2.28 grams per metric ton. An additional 24 bulk samples were selected for leach assaying these samples returned and average of 3.48 grams per metric ton.  Routine fire assays for these same 24 bulk samples averaged 3.56 grams per metric ton.  Previous excavations and shallow reconnaissance drilling suggests that multiple veins are present and may extend over a 2 kilometer distance.  Additional RC and core drilling may be planned to confirm these assay results at depth below selected trenches and artisanal mine workings.





Singida Gold Project





Company personnel first visited the Singida project area during March, 2009 and became aware of the high level of artisanal (small scale) gold mining that was being conducted along an estimated five (5) kilometer mineralized zone. Subsequently, 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 March 31, 2010, this director has entered into several different Mineral Properties Sales and Purchase agreements with multiple PML owners that hold title to the licenses along the mineralized zone at the Singida project area. Twenty-three (23) PML agreements were executed for an outright purchase of the PMLs and they have been completed. These twenty-three PMLs have been 100% acquired by this director in behalf of the Company. The Company also has option agreements to acquire an additional thirty-seven (37) PMLs within a targeted area at the Singida project. Under the terms of all the agreements, if we complete all sixty (60) of the various agreements, that combined form the Singida project area, then our total purchase consideration will be $7,029,404 by February, 2013.





At the option of the Company, we may relinguish any PML at any time during the agreement and transfer the title back to the original owner. Also, at the option of the Company, a 2% Net Smelter Production royalty or 2% of the Net Sale Value may be substituted in place of the final payment for each PML and paid on a pro rata basis determined by the total final number of PMLs involved in a special mining license.





On October 27, 2009, the Company signed and renewed a Mineral Properties Purchase Financing Agreement with one director of the Company which replaced the initial agreement with Kilimanjaro Mining on May 15, 2009.  According to the renewed agreement, the Company shall provide all the finances required for acquiring and developing the PMLs in the Singida Project area and the Company will continue to have a 100% beneficial interest in all PMLs acquired by the director pursuant to the initial and renewed agreement.






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On January 19, 2010, a director on behalf of the Company signed second addendums to Singida mineral properties sales and purchase agreements (“mineral agreement”) in 2009. The addendums revised and extended the secondary payments of the mineral agreements.





The Singida Gold Project lies about 600 kilometers south of the city of Mwanza.  The Singida project is the location of active artisanal mining and we have conducted detailed underground sampling, sampling of artisanal mine waste dumps and processed tailing piles.  More than 8,200 samples have been collected and assayed.  From 36 mine shafts and connected workings, over a strike length of about 5km, 176 samples averaged 7.1 grams per metric ton; assays for 1,138 samples from artisanal mine dumps located at surface and containing about 20,000 tons average about 2.14 g/t; the amount of gold present in the dumps is about 1,370 ounces.  An additional number of dumps are present that contain an estimated 70,000 tons. Assay results from 2,478 tailing samples were also received; an initial 75 processed tailing piles contain about 20,000 tons with an average grade of 3.05 g/t.  An additional 22 processed tailing piles contain about 6,000 tons with an average of 6.78 g/t gold.  The estimated contained gold is about 1,900 ounces and 1,300 ounces respectively. Together there are about 26,000 tons of tailings containing about 3,200 ounces of gold. A detailed ground magnetic survey, at 25 meter grid spacing, was conducted over the mineralized area which appears to extend in a northwest – southeast direction for a distance of 5 kilometers or more.  The mineralized zone consists of quartz veins varying from about 0.3 to 2 meters thick in greenstone rocks, and the sampled artisanal mine shafts averaged about 50 meters deep.  Additional work is planned at Singida which may involve I.P. surveying and drilling below the artisanal workings to confirm mineralization at depth below the current workings.








ADDITIONAL CONSIDERATIONS





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





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





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





We may interest other companies in our properties if we find mineralized materials. Depending on the discovery, we may try to develop the reserves ourselves and through the use of contracted consultants. Our portfolio of projects is very large and we may interest other companies in properties to participate in the exploration of them, through option or joint venture agreements to find mineralized material.





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





All of the work on our properties is conducted by contractors that the Company has hired through exploration service contracts or employees hired through Lake Victoria Resources (T) Limited, a wholly owned Tanzania corporation. The contractors are responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and evaluation and the engineers will advise us on the economic feasibility of removing the mineralized material.






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Limited Operating History; Need for Additional Capital





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





Liquidity and Capital Resources





As of May 28, 2010, the Company completed a private placement of 10,473,000 units at $0.20 per share for total consideration of $2,094,600.  Each Unit consists of one share of common stock and one redeemable warrant.  One redeemable warrant and payment of $1.25 entitles the holder to purchase one additional share of common stock.  The exercise period of the redeemable warrants is thirty-six months from January 28, 2010. Included in the private placement were 1,350,000 units issued to three directors and officers for $270,000.





On December 31, 2009, the Company sold 2,701,001 units for total consideration of  $1,574,704, net of cost of $45,900. Each unit consists of one share of common stock and one redeemable warrant. Two redeemable warrants and payment of $1.25 entitles the holder to purchase one additional share of common stock. The exercise period of the redeemable warrants is thirty-six months from September 9, 2009.





On August 7, 2009 the Company issued 37,653,549 common shares pursuant to a share exchange agreement with Kilimanjaro. Of these shares, 24,478,300 had been issued originally by Kilimanjaro prior to December 31, 2008. The remaining portions of the underlying shares were issued by Kilimanjaro prior to the August 7, 2009 share exchange agreement for the following purposes:





·  1,747,200 were issued for cash at $0.25 per share


·  6,211,500 were issued for acquisition of mineral properties


·  3,172,042  were issued for payment of consulting services





According to the share exchange agreement, Kilimanjaro, on August 7, 2009, cancelled 4,000,000 common shares held in its subsidiary, Lake Victoria, of which 3,000,000 shares were originally issued to Kilimanjaro and 1,000,000 shares to former directors on March 14, 2007 at the inception of the subsidiary.  Also in accordance with the share exchange agreement, Kilimanjaro, on August 7, 2009, cancelled 6,350,300 common shares within its subsidiary Lake Victoria which included 2,350,300 shares issued on December 23, 2008 and 4,000,000 shares issued on February 13, 2009 to Geo Can Resources Ltd. and later acquired by Kilimanjaro in May 2009 by Kilimanjaro.





In January, 2009, the Company cancelled 33,600 common shares for an amount of $14,000 due to the request of an individual investor to withdraw his private placement.





In December, 2008, the Company issued 1,765,765 shares of common stock at approximately $0.42 per share in consideration of $735,684.





In April, 2008, the Company issued 268,720 shares of common stock at $0.625 per share in consideration of $167,950.





In December, 2007, the Company issued 48,000 shares of common stock at $0.625 per share in consideration of $30,000.






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In October, 2007, the Company issued 2,201,923 shares of common stock at $0.625 per share in consideration of $1,375,770.





In April 2007, the Company issued 5,172,000 shares of common stock at approximately $0.08 per share in consideration of $431,000.





In February 2007, the Company issued 2,370,000 shares of common stock at fair value of approximately $0.08 per share on payment of consulting services in the amount of $197,500.





In December 2006, the Company issued 14,730,000 shares of common stock at approximately $0.00083 per share for cash of $12,275 and a subscription receivable of $12,275.





Lake Victoria, prior to the share exchange agreement with its controlling parent company, Kilimanjaro, issued the following shares as the reporting registrant and subsidiary of Kilimanjaro:





On April 15, 2009 Lake Victoria granted 70,000 restricted common shares at a fair value of $35,000 to officers and directors. The shares were issued on August 4, 2009.





On February 13, 2009, Lake Victoria issued 4,000,000 shares of common stock at a fair value of $1,840,000 in accordance with the January 21, 2009 Option to Purchase agreement for Geita PL 2806/2004.  All of these shares were acquired by Kilimanjaro as part of a share exchange in May 2009.





On January 21, 2009 Lake Victoria entered into an option to purchase prospecting license agreement with Geo Can Resources Ltd. to acquire prospecting license PL2806/2004 at the Geita project. The total consideration includes an aggregate cash payment of $200,000 and issuance of 5,500,000 shares of common stocks.





On December 23, 2008, Lake Victoria issued 10% of share Capital, 1,750,300 shares of common stock at a fair value of $1,750,300 to satisfy share obligations of the Fourth Amendment Agreement with Uyowa Gold Mining and Exploration Company Ltd for the acquisition of 80% of PL2747/2004.





On November 18, 2008 Lake Victoria sold 4,000,000 units to three individuals in consideration of $1,000,000. Each unit consists of one share of common stock and an option to purchase up to 100% of additional shares of common stock with the exercise price of $1.00.





On November 10, 2008, Lake Victoria sold 125,000 units to one individual in consideration of $50,000. Each unit consists of one share of common stock and an option to purchase up to 50% of additional shares of common stock with the exercise price of $1.10.





On October 19, 2008, Lake Victoria sold 125,000 units to one individual in consideration of $50,000.  Each unit consists of one share of common stock and an option to purchase up to 50% of additional shares of common stock with the exercise price of $1.10.





On October 10, 2008, Lake Victoria sold 375,000 units to one individual in consideration of $150,000. Each unit consists of one share of common stock and an option to purchase up to 50% of additional shares of common stock with the exercise price of $1.10.





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





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






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





As of March 31, 2009 and 2008, we have $482,329 and $101,925 respectively, deposited at FDIC insured bank. FDIC deposit insurance covers the balance of each depositor's account for $250,000 per insured bank. Any amount beyond the basic insurance amount may expose the Company to loss.





Recent accounting pronouncements





In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, “Measuring Liabilities at Fair Value,” which amends ASC 820, “Fair Value Measurements and Disclosures.” ASU 2009-05 provides clarification and guidance regarding how to value a liability when a quoted price in an active market is not available for that liability.  The Company will adopt the provisions of this update for fair value measurements of liabilities effective October 1, 2009, and adoption is not expected to have a significant impact on the Company’s consolidated financial statements.





In June 2009, the FASB issued SFAS No. 168, “FASB Accounting Standards Codification” (Codification) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered nonauthoritative. The Codification is effective for interim and annual periods ending after September 15, 2009. The Codification is for disclosure only and will not impact our financial condition or results of operations. We are currently evaluating the impact to our financial reporting process of providing Codification references in our public filings.





In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). SFAS 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 will become effective for our fiscal year beginning November 15, 2009. We are currently evaluating the effect the adoption of SFAS 167 will have on our Consolidated Financial Statements.





In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140”. This statement requires additional disclosures concerning a transferor’s continuing involvement with transferred financial assets. SFAS No. 166 eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. SFAS No. 166 is effective for fiscal years beginning after November 15, 2009. We are currently evaluating the impact that the adoption of SFAS No. 166 will have on our financial statements.





In May 2009, the FASB issued Statement of SFAS No. 165, Subsequent Events. This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This Statement is effective for interim and annual periods ending after June 15, 2009 and as such, we will adopt this standard in the first quarter of fiscal year 2010. We are currently assessing the impact of the adoption of SFAS 165, if any, on our financial position, results of operations or cash flows.






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ITEM 3.                   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





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








ITEM 4.                   CONTROLS AND PROCEDURES.





Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





While we did not make any changes to our internal control over financial reporting, we have determined that we have a material weakness, which relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant, with no oversight by a professional with accounting expertise within the Company.  Our President does not possess accounting expertise and our company does not have an independent audit committee.  This weakness is due to the small size of the company and its limited resources, especially prior to its sale of shares through its public offering. With limited resources, we have had to keep administrative overhead costs as low as possible.  The board has to weigh on an ongoing basis, the benefit of adding additional accounting staff to increase the segregation of duties, versus the financial cost of doing so.  We expect to add accounting resources on a part-time basis, to balance the requirement for adequate financial reporting controls with our need to carefully conserve the company’s financial resources.  Accordingly, as of March 31, 2009, we believe our internal control over financial reporting is not effective.








PART II.  OTHER INFORMATION


ITEM 1A.                RISK FACTORS




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








ITEM 6.                   EXHIBITS.





The following documents are included herein:





Exhibit No.
Document Description31.1
Certification of Principal Executive Office and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.











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SIGNATURES





In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 31st day of August, 2010.





LAKE VICTORIA MINING COMPANY, INC.BY:
ROGER NEWELLRoger NewellPresident, Principal Executive Officer, Principal

Financial Officer, Principal Accounting Officer

and a member of the Board of Directors





















































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EXHIBIT INDEX








Exhibit No.
Document Description31.1
Certification of Principal Executive Office and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.









































































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